UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
July 1, 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 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 10 Pages
Exhibit Index: Page 8
<PAGE>
Page 2 of 10 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)
19.75%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 10 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 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)
19.75%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 10 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
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 5 of 10 Pages
This Amendment No. 3 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. 3 supplementally amends the initial statement
on Schedule 13D dated September 9, 1996, filed by one of the Reporting Persons
(as defined herein), and all amendments thereto (collectively, the "Initial
Statement"). This Amendment No. 3 is being filed by the Reporting Persons to
report that, as of July 1, 2000, Mr. Druckenmiller ceased to be the Lead
Portfolio Manager of 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 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.
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 Quota. As a result, Mr. Druckenmiller no longer may be deemed the
beneficial owner of securities held for the account of Quota, 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.
Item 5. Interest in Securities of the Issuer.
(a) SFM LLC and Mr. Soros may each be deemed the beneficial owner of
the 827,716 Shares held for the account of Quota (approximately 19.75% of the
total number of outstanding Shares).
(b) SFM LLC, pursuant to the contract between Quota and SFM LLC, and
Mr. Soros, as a result of his position with SFM LLC, may each 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.
<PAGE>
Page 6 of 10 Pages
(c) There have been no transactions effected with respect to the
Shares since May 6, 2000 (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) As of July 1, 2000, Mr. Druckenmiller ceased to be the beneficial
owner of more that five percent of the Shares.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 7 of 10 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 8 of 10 Pages
EXHIBIT INDEX
Exhibit No. Page No.
----------- --------
B 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.................... 9
C 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......... 10
