UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
CRYSTAL OIL COMPANY
-----------------------------
(Name of Issuer)
Common Stock, $0.01 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)
January 1, 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 [_].
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.
Continued on following page(s)
Page 1 of 14 Pages
Exhibit Index: Page 11
- ------------------------
* Initial filing with respect to Soros Fund Management LLC and Mr.
Stanley F. Druckenmiller.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 14 Pages
SCHEDULE 13D
CUSIP No. 229385703
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 1,644,595
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,644,595
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,644,595
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
61.32%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 14 Pages
SCHEDULE 13D
CUSIP No. 229385703
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacities 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 110,620
Shares
Beneficially 8 Shared Voting Power
Owned By 1,644,595
Each
Reporting 9 Sole Dispositive Power
Person 110,620
With
10 Shared Dispositive Power
1,644,595
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*
[X]
13 Percent of Class Represented By Amount in Row (11)
64.72%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 14 Pages
SCHEDULE 13D
CUSIP No. 229385703
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 1,644,595
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,644,595
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,644,595
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
61.32%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 14 Pages
This Amendment No. 13 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of Crystal Oil Company (the
"Issuer"). This Amendment No. 13 supplementally amends the initial statement on
Schedule 13D dated January 31, 1986 and all amendments thereto (collectively,
the "Initial Statement") filed by one of the Reporting Persons (as defined
herein). This Amendment No. 13 is being filed by the Reporting Persons to report
the transfer of the investment advisory contract between Soros Fund Management
("SFM") and Quantum Fund N.V., a Netherlands Antilles company ("Quantum Fund"),
whose principal operating subsidiary is Quantum Partners LDC, a Cayman Islands
exempted limited duration company ("Quantum Partners"), pursuant to which SFM
was granted investment discretion over portfolio investments, including the
Shares, held for the account of Quantum Partners. The investment advisory
contract has been transferred from SFM to Soros Fund Management LLC ("SFM LLC"),
a newly formed Delaware limited liability company. 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 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 accounts of Quantum Fund, Quantum Partners and
Mr. Soros.
Effective as of January 1, 1997, SFM, a sole proprietorship of
which Mr. Soros is the sole proprietor, transferred its investment advisory
contract with Quantum Fund to SFM LLC as part of a restructuring of the business
of SFM, which will now be conducted through SFM LLC. SFM LLC has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its
principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients"),
including Quantum Fund and Quantum Partners. Each of Quantum Fund and Quantum
Partners has its principal office at Kaya Flamboyan 9, Willemstad, Curacao,
Netherlands Antilles. SFM LLC's contracts with SFM Clients generally provide
that SFM LLC is responsible for designing and implementing the SFM Clients'
overall investment strategies; for conducting direct portfolio management
strategies to the extent that SFM LLC determines that it is appropriate to
utilize its own portfolio management capabilities; for selecting, evaluating and
monitoring other investment advisors who manage separate portfolios on behalf of
SFM Clients; and for allocating and reallocating the SFM Clients' assets among
the outside managers and itself.
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Set
forth in Annex A hereto and incorporated by reference in response to this Item 2
and elsewhere in this Schedule 13D as applicable is a list of the Managing
Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
<PAGE>
Page 6 of 14 Pages
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial owner of securities, including the Shares, held for the
account of Quantum Partners as a result of the contractual authority of SFM LLC
to exercise voting and dispositive power with respect to such securities.
During the past five years, none of the Reporting Persons,
Quantum Partners and, to the best of the Reporting Persons' knowledge, any other
person identified in response to this Item 2 has been (a) convicted in a
criminal proceeding, or (b) a party to any civil proceeding as a result of which
he 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 violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The securities held for the accounts of the 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 its margin accounts, subject
to applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quantum Partners, Quantum Fund and Mr. Soros
were acquired or disposed of for investment purposes. Neither Quantum Partners,
the Reporting Persons nor, to the best of their knowledge, any of the other
individuals identified in response to Item 2, has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. 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 and/or SFM Clients, market conditions
or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of SFM LLC and Mr. Druckenmiller may be deemed the
beneficial owner of 1,644,595 Shares (approximately 61.32% of the total number
of Shares outstanding). This number consists of (1) 183,346 Shares held for the
account of Quantum Fund, and (2) the following securities held for the account
of Quantum Partners: (A) 1,444,720 Shares; (B) 6,397 Shares issuable upon the
exercise of the 12,795,331 $.075 warrants; (C) 5,455 Shares issuable upon the
exercise of the 10,911,024 $.10 warrants; and (D) 4,677 Shares issuable upon the
exercise of the 2,078,748 shares of Preferred Stock.
(ii) Mr. Soros may be deemed the beneficial owner of 1,755,215
Shares (approximately 64.72% 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 Mr. Soros). This number consists of (A) 80,647 Shares held directly for
the account of Mr. Soros; (B) 16,340 Shares issuable upon exercise of the
32,681,208 $.075 warrants held directly for the account of Mr. Soros; (C) 13,633
Shares issuable upon exercise of the 27,266,098 $.10 warrants held
<PAGE>
Page 7 of 14 Pages
directly for the account of Mr. Soros; and (D) 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 in (a)(i) above.
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 1,644,595 Shares held for the accounts of Quantum Fund
and Quantum Partners (assuming exercise or conversion of all of the warrants and
convertible securities held for the account of Quantum Partners).
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and the position held by Mr. Soros with SFM LLC, Mr. Soros may
be deemed to have shared power to direct the voting and disposition of the
1,644,595 Shares held for the accounts of Quantum Fund and Quantum Partners
(assuming exercise or conversion of all of the warrants and convertible
securities held for the account of Quantum Partners). Mr. Soros has the sole
power to vote and to dispose of the 110,620 Shares he owns directly (assuming
exercise or conversion of all warrants held for the account of Mr. Soros).
(iii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and the position held by Mr. Druckenmiller with SFM LLC, Mr.
Druckenmiller may be deemed to have shared power to direct the voting and
disposition of the 1,644,595 Shares held for the account of Quantum Fund and
Quantum Partners (assuming exercise or conversion of all of the warrants and
convertible securities owned by Quantum Partners).
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, there have been no transactions effected with
respect to the Shares since November 2, 1996 (60 days prior to the date hereof)
by Quantum Partners or by any of the Reporting Persons.
(d) (i) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities, including the Shares, held for the
account of Quantum Partners in accordance with their ownership interests in
Quantum Partners.
(ii) The shareholders of Quantum Fund have the right to
participate in the receipt of dividends from, or proceeds from the sale of
securities, including the Shares, held for the account of Quantum Partners in
accordance with their ownership interests in Quantum Fund.
(iii) Mr. Soros has the sole right to participate in the receipt
of dividends from, or proceeds from the sale of securities, including the
Shares, held for his account.
(e) Not applicable.
Each of SFM LLC and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares not held for the accounts of the SFM Clients.
<PAGE>
Page 8 of 14 Pages
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Quantum Fund,
Quantum Partners, and/or other SFM Clients may lend portfolio securities to
brokers, banks or other financial institutions. These loans typically obligate
the borrower to return the securities, or an equal amount of securities of the
same class, to the lender and typically provide that the borrower is entitled to
exercise voting rights and to retain dividends during the term of the loan. From
time to time to the extent permitted by applicable laws, each of the Reporting
Persons, Quantum Fund, Quantum Partners, and/or other SFM Clients may borrow
securities, including the Shares, for the purpose of effecting, and may effect,
short sale transactions, and may purchase securities for the purpose of closing
out short positions in such securities.
Except as disclosed above, the Reporting Persons, Quantum Fund,
Quantum Partners, and other SFM Clients 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.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated January 1, 1997 by and among SFM
LLC, Mr. Soros and Mr. Druckenmiller.
<PAGE>
Page 9 of 14 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: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 10 of 14 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, as well as the number
of Shares, if any, held for the account of each:
Number of Shares
----------------
Scott K. H. Bessent
Walter Burlock
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein............................................. 1,850
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) The consideration used for purchasing the Shares reported above
was the personal funds of each of the Managing Directors who purchased
such Shares.
(b) All of the Shares reported above were acquired for investment
purposes.
(c) Each of the Managing Directors (i) holds the Shares reported above
as being held for his or her own account, (ii) has the sole power to
vote or dispose of such Shares and has the right to receive the
dividends from, or proceeds from the sale of, the Shares, and (iii)
has not effected any transactions in the Shares since November 2, 1996
(60 days prior to the date hereof).
(d) Gary Gladstein and Lief D. Rosenblatt serve as directors of the
Issuer. Except as disclosed in the previous sentence, none of the
Managing Directors has any contracts, arrangements, understandings or
relationships with respect to the Shares.
<PAGE>
Page 11 of 14 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997 granted
by Mr. George Soros in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus.................................... 12
B. Power of Attorney dated as of January 1, 1997 granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus......................... 13
C. Joint Filing Agreement dated January 1, 1997 by and among
Soros Fund Management LLC, Mr. George Soros and Mr.
Stanley F. Druckenmiller............................... 14
Page 12 of 14 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, 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 United States 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 as of the 1st day of
January, 1997.
/s/ George Soros
----------------------------------------
GEORGE SOROS
Page 13 of 14 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, 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 United States
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 as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
-----------------------------------
STANLEY F. DRUCKENMILLER
Page 14 of 14 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Crystal Oil Company dated January 1, 1997
is, and any amendments thereto signed by each of the undersigned, shall be filed
on behalf of each of us pursuant to and in accordance with the provisions of
Rule 13d- 1(f) under the Securities Exchange Act of 1934.
Date: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
