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. 1)*
THE PENN TRAFFIC COMPANY
-------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
-------------------------------------------
(Title of Class of Securities)
707832200
------------------
(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 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 18 Pages
Exhibit Index: Page 16
<PAGE>
Page 2 of 18 Pages
SCHEDULE 13D
CUSIP No. 707832200
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 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
9,032,768/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
44.92%
14 Type of Reporting Person*
OO; IA
---------------
/1/ See Item 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 18 Pages
SCHEDULE 13D
CUSIP No. 707832200
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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,032,768/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
44.92%
14 Type of Reporting Person*
IA
---------------
/1/ See Item 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 18 Pages
SCHEDULE 13D
CUSIP No. 707832200
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 18 Pages
SCHEDULE 13D
CUSIP No. 707832200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SATELLITE ASSET MANAGEMENT, L.P.
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 9,032,768
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 9,032,768
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,032,768
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
44.92%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 18 Pages
SCHEDULE 13D
CUSIP No. 707832200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SATELLITE 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 9,032,768
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 9,032,768
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,032,768
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
44.92%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 18 Pages
SCHEDULE 13D
CUSIP No. 707832200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MARK SONNINO (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 20,000
Shares
Beneficially 8 Shared Voting Power
Owned By 9,032,768
Each
Reporting 9 Sole Dispositive Power
Person 20,000
With
10 Shared Dispositive Power
9,032,768
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,052,768
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
45.02%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 18 Pages
SCHEDULE 13D
CUSIP No. 707832200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LIEF D. ROSENBLATT (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 20,000
Shares
Beneficially 8 Shared Voting Power
Owned By 9,032,768
Each
Reporting 9 Sole Dispositive Power
Person 20,000
With
10 Shared Dispositive Power
9,032,768
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,052,768
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
45.02%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 18 Pages
SCHEDULE 13D
CUSIP No. 707832200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GABRIEL NECHAMKIN (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 20,000
Shares
Beneficially 8 Shared Voting Power
Owned By 9,032,768
Each
Reporting 9 Sole Dispositive Power
Person 20,000
With
10 Shared Dispositive Power
9,032,768
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,052,768
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
45.02%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 18 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of The Penn Traffic Company
(the "Issuer"). This Amendment No. 1 supplementally amends the initial
statement on Schedule 13D, dated August 9, 1999 (the "Initial Statement"), filed
by the Reporting Persons. This Amendment No. 1 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 each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
iv) Satellite Asset Management, L.P. ("Satellite LP");
v) Satellite Fund Management LLC ("Satellite LLC");
vi) Mr. Mark Sonnino ("Mr. Sonnino");
vii) Mr. Lief D. Rosenblatt ("Mr. Rosenblatt"); and
viii) Mr. Gabriel Nechamkin ("Mr. Nechamkin").
This Statement relates to the Shares held for the accounts of Quantum
Partners LDC, a Cayman Islands exempted limited duration company ("Quantum
Partners"), and Quota Fund N.V., a Netherlands Antilles corporation ("Quota").
The Reporting Persons
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 Quantum Partners or Quota. As a result, Mr. Druckenmiller no longer
may be deemed the beneficial owner of securities held for the account of Quantum
Partners or 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.
<PAGE>
Page 11 of 18 Pages
Item 5. Interest in Securities of the Issuer.
(a) (i) As a consequence of SFM LLC's ability to terminate the
Quantum Partners - Satellite Contract and the Quota-Satellite Contract with
respect to the investment in the Shares held for the account of each of Quantum
Partners and Quota, and acquire voting and dispositive power over the Shares
held for the accounts of each of Quantum Partners and Quota within 60 days,
notwithstanding the fact that neither SFM LLC nor Mr. Soros currently exercises
such power, SFM LLC and Mr. Soros may be deemed the beneficial owner of the
7,854,032 Shares held for the account of Quantum Partners and 1,178,736 Shares
held for the account of Quota. In total, each of SFM LLC and Mr. Soros may be
deemed the beneficial owner of 9,032,768 Shares (approximately 44.92% of the
total number of Shares outstanding).
(ii) Each of Satellite LP and Satellite LLC may be deemed the
beneficial owner of 9,032,768 Shares (approximately 44.92% of the total number
of Shares outstanding). This number includes (A) 7,854,032 Shares held for the
account of Quantum Partners and (B) 1,178,736 Shares held for the account of
Quota.
(iii) Mr. Sonnino may be deemed the beneficial owner of 9,052,768
Shares (approximately 45.02% of the total number of Shares outstanding assuming
exercise of the director's options held for his account). This number includes
(A) 7,854,032 Shares held for the account of Quantum Partners, (B) 1,178,736
Shares held for the account of Quota and (C) 20,000 Shares issuable upon
exercise of director's options held for his own account.
(iv) Mr. Rosenblatt may be deemed the beneficial owner of
9,052,768 Shares (approximately 45.02% of the total number of Shares outstanding
assuming exercise of the director's options held for his account). This number
<PAGE>
Page 12 of 18 Pages
includes (A) 7,854,032 Shares held for the account of Quantum Partners, (B)
1,178,736 Shares held for the account of Quota and (C) 20,000 Shares issuable
upon exercise of director's options held for his own account.
(v) Mr. Nechamkin may be deemed the beneficial owner of 9,052,768
Shares (approximately 45.02% of the total number of Shares outstanding assuming
exercise of the director's options held for his account). This number includes
(A) 7,854,032 Shares held for the account of Quantum Partners, (B) 1,178,736
Shares held for the account of Quota and (C) 20,000 Shares issuable upon
exercise of director's options held for his own account.
(b) (i) The power to direct the voting and disposition of the Shares
held for the account of each of Quantum Partners and Quota is currently vested
in Satellite LP pursuant to the Quantum Partners- Satellite Contract and
Quota-Satellite Contract, respectively. SFM LLC has the contractual authority on
behalf of each of Quantum Partners and Quota to terminate the Quantum
Partners-Satellite Contract and Quota-Satellite Contract, within 60 days and, as
a result, SFM LLC and Mr. Soros may be deemed to have the voting and dispositive
power held by Satellite LLC, notwithstanding the fact that neither SFM LLC nor
Mr. Soros currently exercises such power, with respect to the Shares held for
the account of Quantum Partners and Quota.
(ii) Each of Satellite LP and Satellite LLC (by virtue of the
Quantum Partners-Satellite Contract and the Quota-Satellite Contract) may be
deemed to have the sole power to direct the voting and disposition of the
7,854,032 Shares held for the account of Quantum Partners and the 1,178,736
Shares held for the account of Quota.
(iii) Each of Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin, as a
result of their positions with Satellite LLC may be deemed to have the shared
power to direct the voting and disposition of the 7,854,032 Shares held for the
account of Quantum Partners and the 1,178,736 Shares held for the account of
Quota.
(iv) Mr. Sonnino has the sole power to direct the voting and
disposition of the 20,000 Shares issuable upon the exercise of the securities
reported herein as being held for his account.
(v) Mr. Rosenblatt has the sole power to direct the voting and
disposition of the 20,000 Shares issuable upon the exercise of the securities
reported herein as being held for his account.
(vi) Mr. Nechamkin has the sole power to direct the voting and
disposition of the 20,000 Shares issuable upon the exercise of the securities
reported herein as being held for his account.
(c) There have been no transactions effected with respect to the
Shares since May 6, 2000 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) (i) The shareholders of Quantum Partners, including Quantum
Endowment Fund N.V., a Netherlands Antilles company, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of Quantum Partners in accordance with their
ownership interests in Quantum Partners.
(ii) 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 than five percent of the Shares.
<PAGE>
Page 13 of 18 Pages
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 14 of 18 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 15 of 18 Pages
SATELLITE ASSET MANAGEMENT, L.P.
By: Satellite Fund Management LLC
its General Partner
By: /S/ LIEF D. ROSENBLATT
----------------------------------
Lief D. Rosenblatt
Managing Member
SATELLITE FUND MANAGEMENT LLC
By: /S/ LIEF D. ROSENBLATT
----------------------------------
Lief D. Rosenblatt
Managing Member
MARK SONNINO
/S/ MARK SONNINO
---------------------------------------
LIEF D. ROSENBLATT
/S/ LIEF D. ROSENBLATT
---------------------------------------
GABRIEL NECHAMKIN
/S/ GABRIEL NECHAMKIN
---------------------------------------
<PAGE>
Page 16 of 18 Pages
EXHIBIT INDEX
Page No.
--------
F 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.................... 17
G 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......... 18
