UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VTX ELECTRONICS CORP.
-----------------------------------
(Name of Issuer)
Common Stock, $0.10 Par Value
--------------------------------------
(Title of Class of Securities)
918388109
--------------------
(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
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Page 2 of 8 Pages
SCHEDULE 13D
CUSIP No. 918388109
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 1,000,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,000,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.32%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 Pages
SCHEDULE 13D
CUSIP No. 918388109
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 1,000,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,000,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.32%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 8 Pages
SCHEDULE 13D
CUSIP No. 918388109
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 1,000,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,000,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.32%
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, $0.10 par value per share, issuable upon conversion or exercise of
certain derivative securities (the "Shares"), of VTX Electronics Corp. (the
"Issuer"). This Amendment No. 2 supplementally amends the initial statement on
Schedule 13D dated April 15, 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.
The business of SFM LLC is managed through a Management Committee (the
"Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary
Gladstein. SFM LLC, a Delaware limited liability company, 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 Quota. SFM LLC has been granted investment discretion over portfolio
investments, including the Shares, held for the account of Quota. Quota has its
principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
SFM LLC's contracts with the 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 the SFM Clients;
and for allocating and reallocating the SFM Clients' assets among the outside
managers and itself.
Effective March 31, 1997, Quota terminated the Services Contract. As a
result, SFM LLC currently exercises investment discretion over the 1,000,000
Shares previously managed by Services for the benefit of Quota pursuant to the
Services Contract.
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 Shares held for the account of Quota. 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 Shares held for the account of Quota. 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
executive officers 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.
<PAGE>
Page 6 of 8 Pages
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.
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 the Shares held for the account of Quota as a
result of the contractual authority of SFM LLC to exercise voting and
dispositive power with respect to such Shares.
During the past five years, none of the Reporting Persons, Quota 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 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial owner
of the 1,000,000 Shares held for the account of Quota (approximately 7.32% of
the total number of shares of Common Stock of the Issuer which would be
outstanding assuming the exercise or conversion of all currently convertible
securities of the Issuer held by Quota). This number consists of (i) 1,250
shares of Preferred Stock which are convertible into 500,000 Shares and (ii) B-1
Warrants to purchase 500,000 Shares.
Shares issuable upon exercise of the B-2 Warrants and the March
Warrants are not reported herein as being beneficially owned by the Reporting
Persons because such Warrants are not exercisable until December 1, 1998. The
Debentures and March Debentures are also not reported herein as being
beneficially owned by the Reporting Persons because neither is convertible into
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
1,000,000 Shares held directly for the account of Quota (assuming the exercise
and conversion of all convertible securities of the Issuer held 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 1,000,000 Shares held directly for the
account of Quota (assuming the exercise and conversion of all convertible
securities of the Issuer held for the account of Quota).
(c) Effective March 31, 1997, as a result of the termination of the
Services Contract, SFM LLC currently exercises investment discretion over the
1,000,000 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.
