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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MILWAUKEE LAND COMPANY
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(Name of Issuer)
Common Stock, $0.30 Par Value
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(Title of Class of Securities)
602302101
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10, 1996
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(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 7 Pages
Exhibit Index: Page 6
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SCHEDULE 13D
CUSIP NO. 602302101 PAGE 2 OF 7 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his capacity as general partner of Lupa Family
Partners)
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
AF
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*
/ /
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 7 PAGES
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to the common stock,
$0.30 par value (the "Shares"), of Milwaukee Land Company (the "Issuer"). This
Amendment No. 1 amends the initial statement on Schedule 13D dated June 30, 1993
(the "Initial Statement"). This Amendment No. 1 is being filed by the Reporting
Person (as defined below) for the purpose of reporting that Lupa Family
Partners, a New York limited partnership ("Lupa"), has disposed of its 93,000
Shares and, as such, the Reporting Person no longer may be deemed beneficial
owner of five percent or more of the outstanding Shares of the Issuer. This
Amendment No. 1 amends, restates and replaces all previous filings on Schedule
13D as it is the first Schedule 13D to be filed by the Reporting Person in
relation to the Shares via EDGAR.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Mr. George Soros (the
"Reporting Person") in his capacity as one of the two general partners of Lupa.
This statement relates to all of the Shares previously held for the account of
Lupa, which have now been sold by Lupa.
Lupa is a New York limited partnership which is primarily engaged
in securities investment. In his capacity as a general partner, the Reporting
Person exercises shared voting and dispositive power with respect to securities
held for the account of Lupa. The other general partner of Lupa is Mr. Paul
Soros, the Reporting Person's brother, who does not normally exercise
dispositive or voting power over the investments held by Lupa. Paul Soros is a
United States citizen who is the founder and former president of Soros
Associates, an international engineering firm. Paul Soros has his principal
office at 888 Seventh Avenue, New York, New York 10106.
The principal occupation of the Reporting Person, a United States
citizen, is his direction of the activities of Soros Fund Management, an
investment advisor of which the Reporting Person is the sole proprietor. The
Reporting Person has his principal office at 888 Seventh Avenue, New York, New
York 10106. Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended, the Reporting Person,
by reason of his position as a general partner of Lupa, may be deemed the
beneficial owner of securities, including the Shares, held by Lupa.
During the past five years, none of the Reporting Person, Lupa
and 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.
As previously disclosed by the Reporting Person in Amendment No.
32 to Schedule 13D for Chicago Milwaukee Corporation ("CMC") dated June 11,
1990, as of such date, the Reporting Person may have been deemed to be the
beneficial owner of 93,000 shares of common stock in CMC. In June of 1993, CMC
was converted from a closed-end investment management company to an open-end
investment management company. In connection with the conversion, CMC
transferred substantially all of its illiquid assets and certain contingent
liabilities to its wholly-owned subsidiary, the Issuer. CMC's shareholders
approved the conversion at a special meeting held on May 12, 1993. On June 30,
1993,
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PAGE 4 OF 7 PAGES
CMC distributed (the "Distribution"), on a pro rata basis and without
consideration to the holders of record of CMC Common Stock on June 18, 1993, one
share of the Issuer's common stock for each share of CMC common stock owned as
of the close of business on June 18, 1993. On June 18, 1993, Lupa owned 93,000
shares of CMC common stock and, as a consequence, received 93,000 Shares,
representing 5.56% of the Issuer's then outstanding Shares. Lupa did not advance
any funds or provide other consideration for the Shares it received in the
Distribution.
ITEM 4. PURPOSE OF TRANSACTION.
All of the Shares reported herein as having been acquired for or
disposed of from the account of Lupa were acquired or disposed of for investment
purposes. Neither the Reporting Person, nor, to the best of his knowledge, any
of the other individuals identified in response to Item 2, has any plans or
proposals which relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person
reserves the right to acquire additional securities of the Issuer, to dispose of
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, market conditions or other
factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares of which the Reporting
Person may be deemed a beneficial owner is 0.
(b) Not applicable.
(c) On April 10, 1996, all of the 93,000 Shares held in the
account of Lupa were sold at a price of $6.449 per Share. Except for this
transaction, there have been no transactions in the Shares effected since
February 16, 1996 (60 days prior to the date hereof).
(d) The partners of Lupa have the right to participate in the
receipt of dividends from, or proceeds for the sale of, securities, including
the Shares, held by Lupa in accordance with their ownership interests in Lupa.
(e) The Reporting Person ceased to be the beneficial owner of
five percent or more of the outstanding Shares on April 10, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person does 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 April 16, 1996, granted by Mr.
George Soros in favor of Mr. Sean C. Warren.
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PAGE 5 OF 7 PAGES
SIGNATURE
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 17, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
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Sean C. Warren
Attorney-in-Fact
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PAGE 6 OF 7 PAGES
INDEX OF EXHIBITS
EXHIBIT PAGE
- ------- ----
A Power of Attorney dated April 16, 1996, granted
by George Soros in favor of Mr. Sean C. Warren
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PAGE 7 OF 7 PAGES
EXHIBIT A
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, in my personal capacity or in my capacity as sole
Proprietor of Soros Fund Management, 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 this 16th day of April,
1996.
/s/ George Soros
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GEORGE SOROS
