SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
MEDIABAY, INC.
(F/K/A AUDIO BOOK CLUB, INC.)
_____________________
(Name of Issuer)
Common Stock, $0.00 Par Value
_______________________________
(Title of Class of Securities)
05068R108
______________
(CUSIP Number)
July 1, 2000
_____________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 11 Pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13G
CUSIP No. 05068R108 Page 2 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 750,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 750,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
750,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.59%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 05068R108 Page 3 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 750,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 750,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
750,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.59%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 05068R108 Page 4 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 11 Pages
Item 1(a) Name of Issuer:
MediaBay, Inc. (the "Issuer") (f/k/a Audio Book Club, Inc.).
Item 1(b) Address of the Issuer's Principal Executive Offices:
2295 Corporate Blvd., N.W., Suite 222, P.O. Box 5010,
Boca Raton, FL 33431-0810
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC, ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros"); and
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to Shares (as defined herein) held
for the account of Quantum Partners LDC ("Quantum Partners"), a Cayman Islands
exempted limited duration company. SFM LLC serves as principal investment
manager to Quantum Partners and as such, has been granted investment discretion
over portfolio investments, including the Shares, held for the account of
Quantum Partners.
Effective as of July 1, 2000, Mr. Druckenmiller ceased to be
the Lead Portfolio Manager of, and is no longer employed by, SFM LLC and, as a
result of a reorganization of SFM LLC, the Management Committee has been
eliminated. Mr. Druckenmiller no longer may be deemed the beneficial owner of
securities held for the account of Quantum Partners, and is no longer a
Reporting Person. Mr. Soros is the Chairman and President of SFM LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company; and
ii) Mr. Soros is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.00 par value (the "Shares").
<PAGE>
Page 6 of 11 Pages
Item 2(e) CUSIP Number:
05068R108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of July 5, 2000, each of SFM LLC and Mr. Soros may be
deemed the beneficial owner of the 750,000 Shares held for the
account of Quantum Partners.
Item 4(b) Percent of Class:
The number of Shares of which each of SFM LLC and Mr. Soros
may be deemed to be the beneficial owner constitutes
approximately 5.59% of the total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 750,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 750,000
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 750,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 750,000
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 7 of 11 Pages
Item 5. Ownership of Five Percent or Less of a Class:
As of July 1, 2000, Mr. Druckenmiller ceased to be the
beneficial owner of more than five percent of the Shares.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The shareholders of Quantum Partners, including Quantum
Endowment Fund N.V., a Netherlands Antilles company, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held by Quantum Partners in accordance with their ownership interests in
Quantum Partners.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 8 of 11 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: July 5, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ RICHARD D. HOLAHAN, JR.
--------------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
--------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ RICHARD D. HOLAHAN, JR.
--------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
Page 9 of 11 Pages
EXHIBIT INDEX
Page No.
--------
D. Power of Attorney, dated as of January 27, 2000, granted
by Mr. George Soros in favor of Mr. Michael C. Neus and
Mr. Richard D. Holahan, Jr.........................................10
E. Power of Attorney, dated as of January 27, 2000, granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Michael
C. Neus and Mr. Richard D. Holahan, Jr.............................11
