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. 7)*
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)
November 13, 2000
------------------------
(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 pages
Page 1 of 11 Pages
Exhibit Index: Page 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 2 of 11 Pages
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 1,211,512.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,211,512.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,512.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.74%**
14 Type of Reporting Person*
OO; IV
**As explained in Item 6, this number does not include certain shares of which
the Reporting Person may be deemed the beneficial owner upon the satisfaction of
certain conditions contained within the Investment Agreement (defined herein).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 3 of 11 Pages
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 1,211,512.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,211,512.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,512.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.74%**
14 Type of Reporting Person*
PN; IA
**As explained in Item 6, this number does not include certain shares of which
the Reporting Person may be deemed the beneficial owner upon the satisfaction of
certain conditions contained within the Investment Agreement (defined herein).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 4 of 11 Pages
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 1,211,512.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,211,512.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,512.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.74%**
14 Type of Reporting Person*
CO
**As explained in Item 6, this number does not include certain shares of which
the Reporting Person may be deemed the beneficial owner upon the satisfaction of
certain conditions contained within the Investment Agreement (defined herein).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 5 of 11 Pages
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 1,211,512.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,211,512.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,512.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.74%**
14 Type of Reporting Person*
OO; IA
**As explained in Item 6, this number does not include certain shares of which
the Reporting Person may be deemed the beneficial owner upon the satisfaction of
certain conditions contained within the Investment Agreement (defined herein).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 6 of 11 Pages
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 1,251,190**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,251,190**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,251,190**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
20.26%**
14 Type of Reporting Person*
IA
**As explained in Item 6, this number does not include certain shares of which
the Reporting Person may be deemed the beneficial owner upon the satisfaction of
certain conditions contained within the Investment Agreement (defined herein).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 11 Pages
This Amendment No. 7 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. 7 supplementally amends the initial statement on Schedule 13D,
dated August 6, 1999, and all amendments thereto (collectively, the "Initial
Statement"), filed by the Reporting Persons (as defined herein). This Amendment
No. 7 is being filed by the Reporting Persons to report that QIP (as defined
herein) and SFM Domestic Investments (as defined herein) have entered into an
Investment Agreement with the Issuer as described herein. 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"); and
(v) Mr. George Soros ("Mr. Soros").
This Statement relates to the Shares held for the accounts of QIP and SFM
Domestic Investments LLC ("SFM Domestic Investments").
Item 3. Source and Amount of Funds or Other Consideration
QIP expended approximately $4,841,500 of its working capital to purchase
the subordinated convertible notes reported herein as being acquired since
October 13, 2000 (the date of the last filing on Schedule 13D). SFM Domestic
Investments expended approximately $158,500 of its working capital to purchase
the subordinated convertible notes reported herein as being acquired since
October 13, 2000 (the date of the last filing on Schedule 13D). In addition, QIP
and SFM Domestic Investments exchanged senior convertible notes of the Issuer in
the aggregate amount of $15,000,000 for subordinated convertible notes of equal
principal amount. (See Item 6 below)
Item 4. Purpose of Transaction
The information set forth in Item 6 hereof is hereby incorporated by
reference into this Item 4.
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.
Item 5. Interest in Securities of the Issuer
As explained in Item 6 below, the number of shares reported does not
include certain Shares which each of the Reporting Persons may be deemed to
beneficially own upon satisfaction of certain conditions contained within the
Investment Agreement.
<PAGE>
Page 8 of 11 Pages
Except for the transactions described in Item 6 below, all of which were
effected in privately negotiated transactions, there have been no transactions
effected with respect to the Shares since October 13, 2000 (the date of the last
filing on Schedule 13D) by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On November 13, 2000, QIP and SFM Domestic Investments entered into an
Investment Agreement (the "Investment Agreement") with the Issuer (a copy of
which is incorporated by reference hereto as Exhibit LL and incorporated herein
by reference in response to this Item 6). Pursuant to the Investment Agreement,
QIP and SFM Domestic Investments purchased subordinated convertible notes for an
aggregate purchase price of $5,000,000 and exchanged their outstanding senior
convertible notes, which had been issued to QIP and SFM Domestic Investments
pursuant to a commitment made in the Note and Warrant Purchase Agreement, dated
as of March 28, 2000 (a copy of which was filed as Exhibit G to the Initial
Statement and is incorporated herein by reference in response to this Item 6) in
an aggregate principal amount of $15,000,000, for subordinated convertible notes
in the same principal amount.
The Investment Agreement provides that upon satisfaction of certain
conditions (i) the Issuer will reincorporate as a Delaware corporation; (ii) the
principal and accrued but unpaid interest on all subordinated convertible notes
held by QIP and SFM Domestic Investments will convert into shares of Series B
Preferred Stock at a rate of $2.34 a share; (iii) the Issuer may issue shares of
common stock to QIP and SFM Domestic Investments as standby purchasers following
a rights offering (discussed below); and (iv) the terms of the Series A
Preferred Stock will be amended to lower the conversion price from $10.50 to
$2.34 per share. These conditions include shareholder approval of the following:
the reincorporation; the issuance of at least 8,547,009 shares of Series B
Preferred Stock to QIP and SFM Domestic Investments and a maximum of 4,273,504
shares of common stock to QIP and SFM Domestic Investments; and the amendment of
the terms of the Series A Preferred Stock.
In addition, the Investment Agreement requires the Issuer to conduct a
rights offering of shares of its common stock at a price of $2.34 per share, in
the aggregate amount of $20,000,000. Pursuant to the Investment Agreement, at
the conclusion of the rights offering, QIP and SFM Domestic Investments will
purchase shares of common stock equal to the difference between $20,000,000 and
the amount purchased by the Issuer's shareholders pursuant to the rights
offering, but in no event will QIP and SFM Domestic Investments purchase more
than 4,273,504 shares of common stock for an aggregate purchase price of
$10,000,000 (the "Standby Commitment").
If the transactions contemplated by the Investment Agreement are
consummated, upon conversion of all outstanding notes and accrued and unpaid
interest from the date of issuance, QIP and SFM Domestic Investments will hold
in excess of 8,547,009 shares of Series B Preferred Stock convertible into an
equal number of shares of common stock. In such event, QIP and SFM Domestic
Investments would, depending upon the number of shares of common stock acquired
pursuant to the Standby Commitment, be the beneficial owner of between
approximately 48.83% and 77.67% of the outstanding common stock (assuming
conversion of all Series A Preferred Stock and Series B Preferred Stock and the
exercise of warrants to acquire common stock held by such entities). In the
event that the transactions contemplated by the Investment Agreement are
consummated, QIP and SFM Domestic Investments would hold warrants exercisable
for common stock, Series A Preferred Stock and Series B Preferred Stock in the
new Delaware corporation formed as a result of the reincorporation of Issuer. In
addition, following the reincorporation, QIP and SFM Domestic Investments will
be entitled to designate two members of the Board of Directors (each with 7
votes on each matter going before the Board) and together these directors would
be entitled to cast 14 out of the aggregate 19 votes entitled to be cast on any
matter before the Board of Directors. Therefore, if the conditions above are
satisfied, QIP and SFM Domestic Investments may have the ability to propose or
implement some or all of the events listed in Item 4(a)-(j) of Schedule 13D.
<PAGE>
Page 9 of 11 Pages
Pursuant to Subordinated Convertible Note Nos. 1 through 5 in the aggregate
amount of $14,524,500 (a copy of the form of such notes is incorporated by
reference as Exhibit MM and is incorporated herein by reference in response to
this Item 6), QIP is entitled to receive automatically upon the reincorporation
of the Issuer as a Delaware corporation that number of fully paid and
non-assessable shares of Series B Convertible Preferred Stock obtained by
dividing the outstanding principal and accrued and unpaid interest on each
Subordinated Convertible Note to the date of conversion by $2.34.
Pursuant to Subordinated Convertible Note Nos. 6 through 10 in the
aggregate amount of $475,500 (a copy of the form of such notes is incorporated
by reference as Exhibit NN and is incorporated herein by reference in response
to this Item 6), SFM Domestic Investments is entitled to receive automatically
upon the reincorporation of the Issuer as a Delaware corporation that number of
fully paid and non-assessable shares of Series B Convertible Preferred Stock
obtained by dividing the outstanding principal and accrued and unpaid interest
on each Subordinated Convertible Note to the date of conversion by $2.34.
Pursuant to the Subordinated Convertible Note in the amount of $4,841,500
(a copy of the form of such note is incorporated by reference as Exhibit OO and
is incorporated herein by reference in response to this Item 6), QIP is entitled
to receive automatically upon the reincorporation of the Issuer as a Delaware
corporation that number of fully paid and non-assessable shares of Series B
Convertible Preferred Stock obtained by dividing the outstanding principal and
accrued and unpaid interest on the Subordinated Convertible Note to the date of
conversion by $2.34.
Pursuant to the Subordinated Convertible Note in the amount of $158,500 (a
copy of the form of such note is incorporated by reference as Exhibit PP and is
incorporated herein by reference in response to this Item 6), SFM Domestic
Investments is entitled to receive automatically upon the reincorporation of the
Issuer as a Delaware corporation that number of fully paid and non-assessable
shares of Series B Convertible Preferred Stock obtained by dividing the
outstanding principal and accrued and unpaid interest on the Subordinated
Convertible Note to the date of conversion by $2.34.
The foregoing description of the Investment Agreement and the Subordinated
Convertible Notes does not purport to be complete and is qualified in its
entirety by the terms of each such document which are incorporated herein by
reference.
Except as set forth herein, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 10 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: November 22, 2000
QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Secretary
QIH MANAGEMENT, INC.
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Secretary
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
<PAGE>
Page 11 of 11 Pages
EXHIBIT INDEX
LL. Investment Agreement dated as of November 13, 2000 by, and among Blue
fly, Inc., Bluefly Merger Sub, Inc., Quantum Industrial Partners LDC
and SFM Domestic Investments LLC.1
MM. Form of Subordinated Convertible Note issued by Bluefly, Inc. in
favor of Quantum Industrial Partners LDC2
NN. Form of Subordinated Convertible Note issued by Bluefly, Inc. in
favor of SFM Domestic Investments LLC.3
OO. Form of Subordinated Convertible Note in the amount of $4,841,500
issued by Bluefly, Inc. in favor of Quantum Industrial Partners LDC.4
PP. Form of Subordinated Convertible Note in the amount of $158,500
issued by Bluefly, Inc. in favor of SFM Domestic Investments LLC.5
--------
1 Filed on Novenber 14, 2000 as Exhibit No. 10.23 to Issuer's Form 10Q for
the quarterly period ended September 30, 2000.
2 Filed as Exhibit E to the Investment Agreement dated as of November 13,
2000 by, and among Bluefly, Inc., Bluefly Merger Sub, Inc., Quantum
Industrial Partners LDC and SFM Domestic Investments LLC which was filed
as Exhibit 10.23 to Issuer's Form 10Q for the quarterly period ended
September 30, 2000.
3 Filed as Exhibit E to the Investment Agreement dated as of November 13,
2000 by, and among Bluefly, Inc., Bluefly Merger Sub, Inc., Quantum
Industrial Partners LDC and SFM Domestic Investments LLC which was filed
as Exhibit 10.23 to Issuer's Form 10Q for the quarterly period ended
September 30, 2000.
4 Filed as Exhibit D to the Investment Agreement dated as of November 13,
2000 by, and among Bluefly, Inc., Bluefly Merger Sub, Inc., Quantum
Industrial Partners LDC and SFM Domestic Investments LLC which was filed
as Exhibit 10.23 to Issuer's Form 10Q for the quarterly period ended
September 30, 2000.
5 Filed as Exhibit D to the Investment Agreement dated as of November 13,
2000 by, and among Bluefly, Inc., Bluefly Merger Sub, Inc., Quantum
Industrial Partners LDC and SFM Domestic Investments LLC which was filed
as Exhibit 10.23 to Issuer's Form 10Q for the quarterly period ended
September 30, 2000.
