<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
CRYSTAL OIL COMPANY
---------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------------------------------------------
(Title of Class of Securities)
229385703
-----------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 1996
------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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 9 Pages
Exhibit Index: Page 6
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 229385703 PAGE 2 OF 9 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in his individual capacity and in his capacity
as sole proprietor of SOROS FUND MANAGEMENT)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF; PF
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 1,755,215
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,755,215
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,755,215
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
64.99%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Page 3 of 9 Pages
This Amendment No. 12 to Schedule 13D relates to shares of
Common Stock, $.01 par value (the "Shares"), of Crystal Oil Company (the
"Issuer") and amends the initial statement on Schedule 13D dated January 31,
1986 and all prior amendments thereto (the "Initial Statement"). The address
of the principal executive offices of the Issuer is 229 Milam Street,
Shreveport, Louisiana 71101. This Amendment No. 12 is being filed to report
the recent acquisition of shares of senior preferred convertible stock
("Preferred Stock") held for the account of Quantum Partners. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Initial Statement. The Initial Statement is hereby
further amended and supplemented as follows.
ITEM 2. IDENTITY AND BACKGROUND.
Updated information concerning the identity and background of
the Managing Directors of SFM is set forth in Annex A hereto, which is
incorporated by reference in response to this Item 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A schedule identifying all transactions in the Preferred Stock
effected by Quantum Partners since December 30, 1995 is included as Annex B
hereto, which is incorporated by reference to this Item 3. Quantum Partners
expended approximately $533,998 of its working capital to purchase the
Preferred Stock which is reported on Annex B as having been purchased for the
account of Quantum Partners during the last sixty days. All of such Preferred
Stock were purchased in market transactions on the American Stock Exchange.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Preferred Stock of the
Issuer for the account of Quantum Partners for investment purposes, and the
Reporting Person does not have any present plans or proposals that relate to or
would result in any change in the business, policies, management, structure or
capitalization of the Issuer. The Reporting Person reserves the right to
acquire additional securities of the Issuer, to dispose of securities of the
Issuer 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
its general investment and trading policies, market conditions or other
factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Quantum Fund owns 183,346 Shares (approximately
6.79% of the total number of Shares which would be outstanding assuming the
exercise or conversion of all of the warrants and convertible securities of
the Issuer which may be deemed to be beneficially owned by the Reporting
Person).
Quantum Partners owns the following : (i)1,444,720
Shares; (ii) 12,795,331 $.075 warrants (which may be converted into
6,397 Shares); (iii) 10,911,024 $.10 warrants (which may be converted into
5,455 Shares); and (iv) 2,078,748 shares of Preferred Stock (which may be
converted into 4,677 Shares). Assuming exercise or conversion of all of the
warrants and convertible securities owned by Quantum Partners, in the
aggregate, Quantum Partners owns 1,461,249 Shares (approximately 54.11% of
the total number of Shares which would be outstanding assuming the exercise or
conversion of all of the warrants
<PAGE> 4
Page 4 of 9 Pages
and convertible securities of the Issuer which may be deemed to be beneficially
owned by the Reporting Person).
The aggregate number of Shares of which Mr. Soros may
be deemed the beneficial owner is 1,755,215 (approximately 64.99% of the total
number of Shares that would be outstanding assuming the exercise or conversion
of all of the warrants and convertible securities of the Issuer which may be
deemed to be beneficially owned by the Reporting Person). This number includes
(i) 80,647 Shares held directly by Mr. Soros; (ii) 16,340 Shares issuable upon
exercise of the 32,681,208 $.075 warrants held directly by Mr. Soros;
(iii) 13,633 Shares issuable upon exercise of the 27,266,098 $.10 warrants
held by Mr. Soros; and (iv) the 1,644,595 Shares which would be held by
Quantum Fund and Quantum Partners assuming the exercise or conversion of all
of the warrants and convertible securities of the Issuer held by Quantum
Partners, as described above.
Gary Gladstein, a Managing Director of SFM and a
member of the Board of Directors of the Issuer, holds 1,850 Shares. Mr.
Gladstein donated 250 Shares to a charity in August of 1995.
(c) Except for the transactions listed in Annex B hereto,
which is incorporated in this Item 5(c) by reference, there have been no
transactions in the securities of the Issuer effected since December 30, 1995
(60 days prior to the date hereof).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(p) Power of Attorney dated October 27, 1994 granted by
Mr. George Soros in favor of Mr. Sean C. Warren.
<PAGE> 5
Page 5 of 9 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: February 28, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
--------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE> 6
Page 6 of 9 Pages
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
P Power of Attorney dated October 27, 1994 granted by
Mr. George Soros in favor of Mr. Sean Warren................................................ 8
</TABLE>
<PAGE> 7
Page 7 of 9 Pages
ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
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, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York
10106. During the past five years, none of the above-listed persons has been
(i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding
as a result of which any such persons has been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violations with respect to such laws.
<PAGE> 8
Page 8 of 9 Pages
ANNEX B
RECENT TRANSACTIONS IN SENIOR PREFERRED CONVERTIBLE STOCK
OF
CRYSTAL OIL COMPANY
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($)
- ------------------ ------------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Quantum Partners
LDC 2/22/96 Purchase 1,199,996 .445
</TABLE>
<PAGE> 1
Page 9 of 9 Pages
EXHIBIT P
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute
and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name or in my personal capacity all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents
relating or ancillary thereto, including but not limited to, all documents
relating to filings with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including:
(1) all documents relating to the beneficial ownership of securities required
to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D
or Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 27th day of October,
1994.
/s/ George Soros
-----------------------------
GEORGE SOROS
