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. 4)*
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)
June 28, 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 page(s)
Page 1 of 82 Pages
Exhibit Index: Page 13
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 2 of 82 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. [_]
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)
14.70%**
14 Type of Reporting Person*
OO; IV
**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 3 of 82 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 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)
14.70%**
14 Type of Reporting Person*
PN; IA
**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 4 of 82 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 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)
14.70%**
14 Type of Reporting Person*
CO
**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 5 of 82 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 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)
14.70%**
14 Type of Reporting Person*
OO; IA
**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 6 of 82 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 876,190**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 876,190**
With
10 Shared Dispositive Power
0
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)
15.10%**
14 Type of Reporting Person*
IA
**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 7 of 82 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
STANLEY F. DRUCKENMILLER
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 82 Pages
This Amendment No. 4 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. 4 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. 4 is being filed by the Reporting Persons to report (i) a
recent acquisition of securities from the Issuer and (ii) as of July 1, 2000,
Mr. Druckenmiller ceased to be the Lead Portfolio Manager of, and is no longer
employed by, SFM LLC, and accordingly no longer may be deemed the beneficial
owner of the securities reported 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");
(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").
The Reporting Persons
Effective as of July 1, 2000, Mr. Druckenmiller ceased to be the
Lead Portfolio Manager of, and is no longer employed by, SFM LLC. Mr.
Druckenmiller no longer may be deemed to have investment discretion over the
securities held for the account of QIP. As a result, Mr. Druckenmiller no longer
may be deemed the beneficial owner of securities held for the account of QIP,
and, as of July 1, 2000, is no longer a Reporting Person.
Effective as of July 1, 2000, as a result of a reorganization of
SFM LLC, the Management Committee has been eliminated and there are no longer
any Managing Directors. The business of SFM LLC is managed by Mr. Soros, in his
capacity as Chairman and President.
Set forth in Annex A hereto, and incorporated herein by
reference, is updated information concerning the identity and background of the
current directors and officers of QIP and QIH Management.
<PAGE>
Page 9 of 82 Pages
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended to add the following.
QIP expended approximately $2,904,900 of its working capital to
purchase the securities reported herein as being acquired since May 25, 2000
(the date of the last filing on Schedule 13D). SFM Domestic Investments expended
approximately $95,100 of it working capital to purchase the securities reported
herein as being acquired since May 25, 2000 (the date of the last filing on
Schedule 13D).
Item 5. Interest in Securities of the Issuer
Item 5 is amended to add the following.
As explained in Item 6 below, it is not possible to determine at
this time the precise number of Shares that may be deemed to be beneficially
owned by each of the Reporting Persons because the particular number of Shares
of which each of the Reporting Persons may be deemed to be the beneficial owner
by virtue of the Securities Purchase Agreement (defined below) is not finally
determined. Accordingly, the Reporting Persons will further amend this Schedule
13D when the number of Shares and ownership percentages are determined.
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 May 25, 2000 (the date of
the last filing on Schedule 13D) by any of the Reporting Persons.
As of July 1, 2000, Mr. Druckenmiller ceased to be the beneficial
owner of more than five percent of the Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended to add the following.
On June 28, 2000 QIP and SFM Domestic Investments entered into a
Note and Warrant Purchase Agreement (the "Securities Purchase Agreement") with
the Issuer (a copy of which is attached hereto as Exhibit Q and incorporated
herein by reference in response to this Item 6) pursuant to which QIP and SFM
Domestic Investments purchased Senior Convertible Notes and Warrants (as defined
in the Securities Purchase Agreement) for an aggregate purchase price of
$3,000,000.
Pursuant to Warrant No. 5 (a copy of which is attached hereto as
Exhibit R and incorporated herein by reference in response to this Item 6), QIP
has the right to subscribe for and to purchase up to 48,415 Shares from and
after the closing of the Next Round Financing (as defined in the Securities
Purchase Agreement).
Pursuant to Warrant No. 6 (a copy of which is attached hereto as
Exhibit S and incorporated herein by reference in response to this Item 6), SFM
Domestic Investments has the right to subscribe for and to purchase up to 1,585
Shares from and after the closing of the Next Round Financing.
<PAGE>
Page 10 of 82 Pages
Pursuant to the Senior Convertible Note in the amount of
$2,904,900 (a copy of which is attached hereto as Exhibit T to Amendment No. 3
and is incorporated herein by reference in response to this Item 6), QIP is
entitled to receive automatically and simultaneously with the Next Round
Financing that number of fully paid and non-assessable Next Round Securities (as
defined in the Securities Purchase Agreement) obtained by dividing the
outstanding principal and accrued and unpaid interest on the Note to the date of
conversion by the price per share of the Next Round Security paid in the Next
Round Financing.
Pursuant to the Senior Convertible Note in the amount of $95,100
(a copy of which is attached hereto as Exhibit U and incorporated herein by
reference in response to this Item 6), SFM Domestic Investments is entitled to
receive automatically and simultaneously with the Next Round Financing that
number of fully paid and non-assessable Next Round Securities obtained by
dividing the outstanding principal and accrued and unpaid interest on the Note
to the date of conversion by the price per share of the Next Round Security paid
in the Next Round Financing.
The foregoing description of the Securities Purchase Agreement,
the Warrants, and the Senior 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.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 11 of 82 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 7, 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
STANLEY F. DRUCKENMILLER
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
Page 12 of 82 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curacao,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Limited Administrative services Citco Building
Secretary Wickhams Cay
(British Virgin Islands) Road Town
Tortola
British Virgin Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Frank V. Sica Managing Partner of Soros Private Equity 888 Seventh Avenue
Director and President Partners LLC 28th Floor
(United States) New York, NY 10106
Michael C. Neus Deputy General Counsel of SFM LLC and 888 Seventh Avenue
Director and Vice President General Counsel of Soros Private Funds 33rd Floor
(United States) Management LLC New York, NY 10106
Eve Mongiardo Chief Financial Officer of Soros Private 888 Seventh Avenue
Director and Treasurer Funds Management LLC 28th Floor
(United States) New York, NY 10106
Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue
Secretary SFM LLC 33rd Floor
(United States) New York, NY 10106
To the best of the Reporting Persons' knowledge /1/:
(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.
</TABLE>
<PAGE>
Page 13 of 82 Pages
EXHIBIT INDEX
Page No.
--------
Q. Note and Warrant Purchase Agreement among Bluefly, Inc.,
Quantum Industrial Partners LDC and SFM Domestic Investments
LLC dated June 28, 2000..................................... 14
R. Warrant No. 5 dated June 28, 2000........................... 46
S. Warrant No. 6 dated June 28, 2000........................... 56
T. Bluefly Senior Convertible Note in the amount of $2,904,900
in favor of QIP dated June 28, 2000......................... 66
U. Bluefly Senior Convertible Note in the amount of $95,100 in
favor of SFM Domestic Investments dated June 28, 2000....... 73
V. 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...................................... 80
W. 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. ............................ 81
X. Power of Attorney, dated as of January 24, 2000, granted by
Quantum Industrial Partners LDC in favor of Mr. Michael C.
Neus and Mr. Richard D. Holahan, Jr......................... 82
