UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
JOS. A. BANK CLOTHIERS, INC.
--------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
--------------------------------------
(Title of Class of Securities)
480838101
--------------------------
(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)
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 [_].
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 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 11 Pages
Exhibit Index: Page 9
<PAGE>
Page 2 of 11 Pages
SCHEDULE 13D
CUSIP No. 22054300
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 616,401
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 616,401
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
616,401
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
9.02%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 11 Pages
SCHEDULE 13D
CUSIP No. 22054300
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 616,401
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 616,401
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
616,401
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
9.02%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 11 Pages
SCHEDULE 13D
CUSIP No. 22054300
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 11 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of Jos. A. Bank Clothiers, Inc.
(the "Issuer"). This Amendment No. 1 supplementally amends the initial statement
on Schedule 13D, dated January 1, 1997 (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, and is no longer employed by, 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 SFM LLC, Mr. Soros and
Mr. Druckenmiller (collectively, the "Reporting Persons"). This statement
relates to Shares held for the account of Quantum Partners.
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. As a result, Mr. Druckenmiller no longer may be
deemed the beneficial owner of securities held for the account of Quantum
Partners, 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 6 of 11 Pages
Item 5. Interest in Securities of the Issuer.
(a) SFM LLC and Mr. Soros may each be deemed to beneficially own
616,401 Shares (approximately 9.02% of the total number of Shares outstanding).
(b) SFM LLC, pursuant to the terms of the contract between
Quantum Partners and SFM LLC, and Mr. Soros, as a result of his position with
SFM LLC, may each be deemed to have sole power to direct the voting and
disposition of the 616,401 Shares held for the account of Quantum Partners.
(c) There have been no transactions effected with respect to the
Shares since May 6, 2000 (60 days prior to the date hereof) by Quantum Partners
or by any of the Reporting Persons.
(d) The shareholders of Quantum Partners, including Quantum
Endowment Fund N.V., 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.
(e) As of July 1, 2000, Mr. Druckenmiller ceased to be the
beneficial owner of more that five percent of the Shares.
Gary Gladstein, who is employed as a senior consultant to SFM
LLC, is a director of the Issuer.
<PAGE>
Page 7 of 11 Pages
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 8 of 11 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 9 of 11 Pages
EXHIBIT INDEX
Page No.
----------
D. 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.........................................10
E. 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.............................11
