SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
BLUEFLY, INC.
________________
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
_______________________________________
(Title of Class of Securities)
096227103
______________
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
_______________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 1999
____________________________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 14 Pages
<PAGE>
Page 2 of 14 Pages
SCHEDULE 13D
CUSIP No. 096227103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 848,400
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 848,400
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
848,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
14.75%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 14 Pages
SCHEDULE 13D
CUSIP No. 096227103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 848,400
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 848,400
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
848,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
14.75%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 14 Pages
SCHEDULE 13D
CUSIP No. 096227103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 848,400
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 848,400
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
848,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
14.75%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 14 Pages
SCHEDULE 13D
CUSIP No. 096227103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 848,400
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 848,400
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
848,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
14.75%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 14 Pages
SCHEDULE 13D
CUSIP No. 096227103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 27,790
Shares
Beneficially 8 Shared Voting Power
Owned By 848,400
Each
Reporting 9 Sole Dispositive Power
Person 27,790
With
10 Shared Dispositive Power
848,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
876,190
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
15.16%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 14 Pages
SCHEDULE 13D
CUSIP No. 096227103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
STANLEY F. DRUCKENMILLER (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 848,400
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
848,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
848,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
14.75%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 14 Pages
This Amendment No. 1 to Schedule 13D relates to shares of
Common Stock, $0.01 par value per share (the "Shares"), of Bluefly, Inc. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D dated August 6, 1999 (the "Initial Statement") filed by the
Reporting Persons (as defined herein). This Amendment No. 1 is being filed by
the Reporting Persons to report that, as a result of the recent acquisition of
securities convertible into Shares of the Issuer pursuant to the exercise of an
existing purchase obligation, the number of Shares of which the Reporting
Persons may be deemed to be the beneficial owners has increased by more than one
percent. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC");
v) Mr. George Soros ("Mr. Soros"); and
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to the Shares held for the accounts of QIP and
SFM Domestic Investments LLC ("SFM Domestic Investments").
Updated information concerning the Managing Directors of SFM LLC is
attached hereto as Annex A.
Item 3. Source and Amount of Funds or Other Consideration.
QIP expended approximately $4,260,440 of its working capital
to purchase the securities reported herein as being acquired since August 6,
1999, the date of filing of the last statement on Schedule 13D. SFM Domestic
Investments expended approximately $139,560 of its working capital to purchase
the securities reported herein as being acquired since August 6, 1999, the date
of filing of the last statement on Schedule 13D.
The securities held for the accounts of QIP and SFM Domestic
Investments may be held through margin accounts maintained with brokers, which
extend margin credit as and when required to open or carry positions in their
margin accounts, subject to applicable federal margin regulations, stock
exchange rules and such firms' credit policies. The positions which may be held
in the margin accounts, including the Shares, are pledged as collateral security
for the repayment of debit balances in the respective accounts.
<PAGE>
Page 9 of 14 Pages
Item 4. Purpose of Transaction.
All of the securities reported herein as having been acquired
for or disposed of from the accounts of QIP and/or SFM Domestic Investments were
acquired or disposed of for investment purposes. Neither the Reporting Persons
nor, to the best of their knowledge, any of the other persons identified in
response to Item 2, has any plans or proposals that relate to or would result in
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose of, or cause to
be disposed, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Neal Moszkowski ("Mr. Moszkowski"), an employee of SFM LLC and
a non-managing member of SFM Domestic Investments, has been named a director of
the Issuer. As a director of the Issuer, Mr. Moszkowski may have influence over
the corporate activities of the Issuer, including activities which may relate to
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI, QIH Management, SFM
LLC and Mr. Druckenmiller may be deemed the beneficial owner of 848,400 Shares
(approximately 14.75% of the total number of Shares which would be outstanding
assuming the conversion of all of the Series A Preferred Shares held for the
account of QIP). This number includes 848,400 Shares issuable upon conversion of
445,410 Series A Preferred Shares held for the account of QIP.
(ii) Mr. Soros may be deemed the beneficial
owner of 876,190 Shares (approximately 15.16% of the total number of Shares
which would be outstanding assuming the conversion of all of the Series A
Preferred Shares held for the accounts of QIP and SFM Domestic Investments).
This number includes (A) 848,400 Shares issuable upon conversion of 445,410
Series A Preferred Shares held for the account of QIP and (B) 27,790 Shares
issuable upon conversion of 14,590 Series A Preferred Shares held for the
account of SFM Domestic Investments.
(b) (i) Each of QIP, QIHMI, QIH Management and
SFM LLC (by virtue of the QIP contract) may be deemed to have the sole power to
direct the voting and disposition of the 848,400 Shares held for the account of
QIP (assuming the conversion of all of the Series A Preferred Shares held for
the account of QIP).
(ii) Mr. Soros and Mr. Druckenmiller as a
result of their positions with SFM LLC may be deemed to have the shared power to
direct the voting and disposition of the 848,400 Shares held for the account of
QIP (assuming the conversion of all of the Series A Preferred Shares held for
the account of QIP).
(iii) Mr. Soros in his capacity as a
managing member of SFM Domestic Investments may be deemed to have the sole power
to direct the voting and disposition of the 27,790 Shares held for the account
of SFM Domestic Investments (assuming the conversion of all of the Series A
Preferred Shares held for the account of SFM Domestic Investments).
(c) Except for the transactions listed on Annex
B hereto, there have been no transactions effected with respect to the Shares
since August 6, 1999 (the date of filing of the last statement on Schedule 13D)
<PAGE>
Page 10 of 14 Pages
by any of the Reporting Persons.
(d) (i) The shareholders of QIP, including
Quantum Industrial Holdings, Ltd., a British Virgin Islands international
business company, have the right to participate in the receipt of dividends
from, or proceeds from the sale of, the Shares held for the account of QIP in
accordance with their ownership interests in QIP.
(ii) Certain members of SFM Domestic
Investments have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the account of SFM Domestic
Investments.
(e) Not applicable.
Mr. Moszkowski was issued director options
exercisable for 5,000 Shares on August 26, 1999.
<PAGE>
Page 11 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: September 2, 1999
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Vice President
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 12 of 14 Pages
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 13 of 14 Pages
ANNEX A
The following is a list of all of the persons (other than
Stanley Druckenmiller) who serve as Managing Directors of SFM LLC. /1/
Scott K. H. Bessent
Walter Burlock
L. Kevin Dann
Gary Gladstein
Duncan Hennes
Ron Hiram
Sheldon Kasowitz
David N. Kowitz
Carson Levit
Alexander C. McAree
Steven Okin
Frank Sica
Sean C. Warren
Each of the above-listed persons is a United States citizen whose
principal occupation is serving as Managing Director of SFM LLC, and each has a
business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor,
New York, New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares. /1/
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares. /1/
____________________
/1/ Certain persons may have an interest in SFM Domestic Investments.
<PAGE>
Page 14 of 14 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
BLUEFLY, INC.
<TABLE>
<CAPTION>
Date of Nature of Number of
For the Account of Transaction Transaction Securities Price
- ------------------ ----------- ----------- ---------- -----
<S> <C> <C> <C> <C>
QIP 8/26/99 Exercise of 213,022/1/ /2/
an existing
purchase
obligation.
SFM Domestic Investments 8/26/99 Exercise of 6,978/1/ /3/
an existing
purchase
obligation.
- -------------------------
/1/ Series A Preferred Shares.
/2/ Total consideration of $4,260,440 was paid for the securities for the account of QIP.
/3/ Total consideration of $139,560 was paid for the securities for the account of SFM Domestic Investments.
</TABLE>
