UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GATEWAY INDUSTRIES, INC.
-------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
-------------------------------
(Title of Class of Securities)
367631108
-------------------
(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)
March 31, 1997
--------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) 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 disclosure
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 ("Act") 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 8 Pages
<PAGE>
Page 2 of 8 Pages
SCHEDULE 13D
CUSIP No. 367631108
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*
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
Delaware
7 Sole Voting Power
Number of 827,716
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 827,716
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
827,716
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
22.99%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 Pages
SCHEDULE 13D
CUSIP No. 367631108
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*
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 827,716
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
827,716
11 Aggregate Amount Beneficially Owned by Each Reporting Person
827,716
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
22.99%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 8 Pages
SCHEDULE 13D
CUSIP No. 367631108
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*
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 827,716
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
827,716
11 Aggregate Amount Beneficially Owned by Each Reporting Person
827,716
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
22.99%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $0.001 par value per share (the "Shares"), of Gateway Industries, Inc.
(the "Issuer"). This Amendment No. 2 supplementally amends the initial statement
on Schedule 13D dated September 9, 1996, filed by one of the Reporting Persons
(as defined herein), and Amendment No. 1 thereto dated January 10, 1997, filed
by the Reporting Persons (collectively, the "Initial Statement"). This Amendment
No. 2 is being filed by the Reporting Persons to report the termination by Quota
Fund N.V., a Netherlands Antilles corporation ("Quota"), as of March 31, 1997,
of the investment advisory contract (the "Services Contract") it entered into
with Steel Partner Services, Ltd. ("Services"). Capitalized terms used herein
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 Soros Fund Management LLC,
a Delaware limited liability Company ("SFM LLC"), Mr. George Soros ("Mr. Soros")
and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller," and together with SFM LLC
and Mr. Soros, the "Reporting Persons"). This statement relates to Shares held
for the account of Quota.
Updated information concerning the Managing Directors of SFM LLC is
attached hereto as Annex A and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Effective March 31, 1997, Quota terminated the Services Contract. As a
result, SFM LLC currently exercises investment discretion over the 827,716
Shares previously managed by Services for the benefit of Quota pursuant to the
Services Contract.
The Shares held for the accounts of Quota and/or other SFM Clients 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
firm's credit policies. The Shares which may be held in the margin accounts are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial owner
of the 827,716 Shares held for the account of Quota (approximately 22.99% of the
total number of outstanding Shares).
(b) (i) Pursuant to the contract between Quota and SFM LLC, SFM LLC
may be deemed to have the sole power to direct the voting and disposition of the
827,716 Shares held directly for the account of Quota.
(ii) Pursuant to the contract between Quota and SFM LLC and as a
result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC,
each of Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to
direct the voting and disposition of the 827,716 Shares held directly for the
account of Quota.
<PAGE>
Page 6 of 8 Pages
(c) Effective March 31, 1997, as a result of the termination of the
Services Contract, SFM LLC currently exercises investment discretion over the
827,716 Shares previously managed by Services for the benefit of Quota pursuant
to the Services Contract. Other than set forth above, there have been no
transactions effected with respect to the Shares since February 1, 1997 (60 days
prior to the date hereof) by Quota or by any of the Reporting Persons.
(d) The shareholders of Quota have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held for the
account of Quota in accordance with their ownership interests in Quota.
(e) Not applicable.
<PAGE>
Page 7 of 8 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: April 2 , 1997 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
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 8 of 8 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:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
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 holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
