<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT No. 4 to SCHEDULE 13D
Under the Securities Exchange Act of 1934
INDUSTRIAL FUNDING CORP.
- -------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, No Par Value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
456156108
- -------------------------------------------------------------------------------
(CUSIP NUMBER)
FIR TREE PARTNERS
1211 Avenue of the Americas
29th Floor
New York, New York 10031
Tel. No.: (212) 827-6757
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Michael G. Tannenbaum, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 826-0800
April 3, 1995
- -------------------------------------------------------------------------------
(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 / /
The information required in 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, as amended ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.
Page ___ of ___ Pages
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CUSIP No. 456156108 13D Page of Pages
----------- ----- -----
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fir Tree Partners
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7. SOLE VOTING POWER
1,386,887 shares of Class A Common Stock
5,625,000 shares of Class B Common Stock
(convertible into Class A)
-----------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 1,386,887 shares of Class A Common Stock
PERSON 5,625,000 shares of Class B Common Stock
WITH (convertible into Class A)
-----------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,011,887 (includes 5,625,000 shares of Class B Common Stock)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.5%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 456156108 13D Page of Pages
----------- ----- -----
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George Soros (doing business as Soros Fund Management)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
-----------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,426,105 (includes 1,292,500 shares of Class B Common Stock)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45%
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14. TYPE OF REPORTING PERSON*
IN, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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AMENDMENT NO.4 TO SCHEDULE 13D
This Amendment No. 4 ("Amendment No. 4") to Schedule 13D is being
filed on behalf of Fir Tree, Inc., a New York corporation, doing business as
Fir Tree Partners ("Fir Tree Partners") as a further amendment to the initial
statement on Schedule 13D, relating to the Class A Common Stock of Industrial
Funding Corp. (the "Issuer"), filed with the Securities and Exchange
Commission on January 19, 1994, as heretofore amended (the "Initial
Statement"). This Amendment No. 4 relates to additional shares of Class A
Common Stock of the Issuer acquired by Fir Tree Partners for the account of
the Fir Tree Value Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Jeffrey
Tannenbaum ("Mr. Tannenbaum") is the general partner.
Amendment No. 4 also relates to shares of Class B Common Stock,
which is convertible into Class A Common Stock, of the Issuer acquired by Fir
Tree Partners for the account of the Fir Tree Value Fund, Fir Tree
Industrial, L.P. ("Fir Tree Industrial"), of which Fir Tree Industrial,
L.L.C. is the general partner, and by Mr. Tannenbaum for the account of Quota
Fund N.V. ("Quota"), a foreign investment company for which Soros Fund
Management acts as the principal asset manager. Amendment No. 4 also
includes the purchase of Class B Common Stock for a private account for which
Fir Tree Partners serves as trading advisor.
Item 1. Security and Issuer
Security: Class A Common Stock, no par value
Issuer: Industrial Funding Corp.
2121 S.W. Broadway
Suite 200
Portland, Oregon 97201
Tel. No. (503) 228-2111
Item 2. Identity and Background
Fir Tree, Inc., a New York corporation, doing business as Fir Tree
Partners, provides investment management services to private individuals and
institutions, and is located at 1211 Avenue of the Americas, 29th Floor, New
York, NY 10036. Fir Tree Partners has not been convicted in a criminal
proceeding during the last five years. Fir Tree Partners is not, and during
the past five years was not, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result thereof,
subject to any 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. Mr.
Tannenbaum is the sole shareholder and principal of Fir Tree Partners. Mr.
Tannenbaum's principal occupation is investment management and he is a United
States citizen. His business address is 1211 Avenue of the Americas, 29th
Floor, New York, NY 10036.
Page___of___Pages
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During the past five years, Mr. Tannenbaum has not 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 any 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.
This statement is also being filed on behalf of Mr. George Soros ("Mr.
Soros") in his capacity as sole proprietor of an investment advisory firm
conducting business under the name Soros Fund Management ("SFM") (Mr. Tannenbaum
and Mr. Soros may be referred to herein as the "Reporting Persons"). In addition
to Fir Tree Partners, the statement also relates to shares of Class A Common
Stock and Class B Common Stock acquired by Mr. Tannenbaum for the account of
Quota pursuant to an investment advisory contract which vests discretionary
authority in SFM, which authority has been further delegated with respect to a
portion of Quota's portfolio pursuant to an investment management contract
between Quota and Mr. Tannenbaum. Information contained herein with respect to
each Reporting Person has been provided by such Reporting Person and no other
Reporting Person is responsible for the accuracy and completeness of such
information.
SFM is a sole proprietorship of which Mr. Soros is the sole
proprietor. It has its principal office at 888 Seventh Avenue, New York, New
York 10106. Its sole business is to serve, pursuant to contract, as the
principal investment manager or asset manager to several foreign investment
companies, including Quota. SFM's contracts with its clients generally
provide that SFM is responsible for designing and implementing the client's
overall investment strategy; for conducting direct portfolio management
strategies to the extent SFM determines that it is appropriate to utilize its
own portfolio management capabilities; for selecting, evaluating and
monitoring other investment advisers who manage separate portfolios on behalf
of the client; and for allocating and re-allocating the client's assets among
them and itself.
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Soros (as
the sole proprietor and the person ultimately in control of SFM) may be deemed a
"beneficial owner" of securities, including the shares of Class A Common Stock
and Class B Common Stock to the extent described in Item 5(b) below, held for
the account of Quota as a result of the contractual authority of SFM to exercise
investment discretion with respect to such securities. The principal occupation
of Mr. Soros, a U.S. citizen, is his direction of the activities of SFM, which
is carried out in his capacity as the sole proprietor of SFM at SFM's principal
office. Information concerning the identity and background of the Managing
Directors of SFM is set forth in Annex A hereto.
During the past five years, Mr. Soros has not 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.
Page___of___Pages
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Item 3. Source and Amount of Funds
Fir Tree Partners, through the Fir Tree Value Fund, invested an
additional $48,420 in Class A Common Stock of the Issuer as described in Item
5 below, for a total investment of $2,178,652 for the Fir Tree Value Fund.
The source of these additional funds was the working capital of the Fir Tree
Value Fund.
Fir Tree Partners, through Fir Tree Industrial, invested $6,270,000
in Class B Common Stock of the Issuer as described in Item 5 below. Fir Tree
Partners, though Fir Tree Value Fund, invested $2,250,000 in Class B Common
Stock of the Issuer as described in Item 5 below. The funds used for the
acquisition of Class B Common Stock purchased on behalf of Quota came from
the working capital of Quota. The aggregate amount of the investment in
Class B Common Stock for the account of Quota was $2,585,000. The funds used
for the acquisition of Class B Common Stock purchased on behalf of the
private account came from the working capital of such private account. The
amount of the investment in Class B Common Stock for such private account was
$145,000.
Item 4. Purpose of the Transaction
Fir Tree Partners acquired all of the shares of Class A Common
Stock and Class B Common Stock reported in Item 5(c) hereof as having been
acquired since the last reported acquisition (1/31/95), as reported in
Amendment No. 3, for portfolio investment purposes, and does not have any
present plans or proposals that relate to or would result in any change in
the business, policies, management, structure or capitalization of the
Issuer. Fir Tree Partners reserves the right to acquire, or dispose of,
additional securities of the Issuer or any of its securities in the ordinary
course of business, to the extent deemed advisable in light of Fir Tree's
general investment and trading policies, market conditions or other factors.
The Issuer may from time to time contact large shareholders with a view
towards discussing the acquisition of their shares. Other than as described
above, Fir Tree Partners does not have plans or proposals which would result
in any of the following:
1) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries, although the Issuer has reported in its 1994 Form 10-K
the consideration of a plan of liquidation;
2) any sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
3) any change in the present board of directors or managers of
the issuer;
4) any material change in the present capitalization or
dividend policy of the Issuer;
5) any other material change in the Issuer's business or
corporate structure;
Page___of___Pages
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6) any change in the issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
7) causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an interdealer quotation system of a registered
national securities association;
8) causing a class of securities of the Issuer to become
eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or
9) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Fir Tree Partners is the beneficial owner of 7,011,887 shares of
Class A Common Stock, or 93.5% shares of the shares outstanding. This amount
includes 1,386,887 shares of Class A Common Stock and 5,625,000 shares of the
Issuer's Class B Common Stock, which may be converted at any time into shares of
Class A Common Stock at a ratio of one share of Class A Common Stock for one
share of Class B Common Stock. The Class B Common Stock is entitled to ten votes
per share.
Of the 1,386,887 shares of Class A Common Stock described above,
(i) 133,605 are beneficially owned by Fir Tree Partners in its capacity as
trading advisor for the institutional account of Quota and (ii) 1,253,282
shares are beneficially owned by Fir Tree Partners for the account of the Fir
Tree Value Fund.
As stated above, Fir Tree Partners is the beneficial owner of
5,625,000 (100.0%) shares of Class B Common Stock of the Issuer. Of the
5,625,000 shares described above: (i) 3,135,000 are beneficially owned by
Fir Tree Partners for the account of Fir Tree Industrial; (ii) 1,125,000 are
beneficially owned by Fir Tree Partners for the account of the Fir Tree Value
Fund; (iii) 1,292,500 are beneficially owned by Fir Tree Partners, through
Mr. Tannenbaum's capacity as trading advisor for Quota; and (iv) 72,500
shares are beneficially owned by Fir Tree Partners in its capacity as trading
advisor for the private account.
The number of shares beneficially owned by the Fir Tree Partners,
and the percentage of outstanding shares represented thereby, have been
computed in accordance with Rule 13d-3 under the Exchange Act. The
percentage of ownership of Fir Tree Partners on April 3, 1995 is based on
1,875,000 outstanding shares of Class A Common Stock and 5,625,000
outstanding shares of Class B Common Stock as reported in the Issuer's Annual
Report on Form 10-K for the year ended November 30, 1994 (the Form 10-K was
amended to correct an error in the number of shares of Class B Common Stock).
(b) Fir Tree Partners has the sole power to vote and dispose of the
shares of Class A and Class B Common Stock held for the institutional
account. SFM may be deemed to have the authority on behalf of Quota to
acquire the voting and dispositive power held by Fir Tree Partners with
respect to the 133,605 shares of Class A Common Stock and 1,292,500 shares of
Class B Common Stock by means of termination of the investment management
agreement with Mr. Tannenbaum relating to Quota.
Page___of___Pages
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(c) The transactions in the Issuer's securities by Fir Tree Partners
since the last reported acquisition (1/31/95), as reported in Amendment No. 3 to
the Initial Statement, are listed as Annex B attached hereto and made apart
hereof. The Class B Common Stock was purchased from IFC Holdings, Inc. and
20,250 shares of the Class A Common Stock were purchased from a former director
of the Issuer. The remaining shares were purchased in the NASDAQ
over-the-counter market.
(d) The shareholders of Quota have the right to participate in the
receipt of dividends from, or proceeds from the sale of securities held on
behalf of Quota (including the shares of Class A Common Stock and Class B
Common Stock) in accordance with their respective share ownership interests
in Quota. The principal office of Quota, a Netherlands Antilles corporation,
is located at Kaya Flamboyan 9, Curacao, Netherlands Antilles. During the
past five years, Quota has not been (a) convicted in a criminal proceeding,
or (b) a party to any civil proceeding as a result of which it 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. Current
information concerning the identity and background of the directors and
officers of Quota is set forth in Annex C hereto, which is incorporated
herein by reference.
(e) Not Applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships with
Respect to Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing (filed as Exhibit A to the
Initial Statement and incorporated herein by reference
to the Initial Statement).
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ANNEX A
The following is a list of the persons who serve as Managing Directors
of Soros Fund Management ("SFM")
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Arminio Fraga
Gary Gladstein
Robert K. Jermain
Donald Krueger
Elizabeth Larson
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York
10106. During the past five years, none of the above-listed persons has been
(i) convicted in criminal proceeding, or (ii) a party to any civil proceeding
as a result of which any person has been subject to a judgment, decree or
final order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violations with respect to such laws.
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ANNEX B
(Class A Shares)
<TABLE>
<CAPTION>
===================================================================================
Bought/ # Avg. Price/Share
Date Sold Name Shares w/Commission $
===================================================================================
<S> <C> <C> <C> <C> <C>
2/10/95 Bought Total 3,000 1.7500 $5,250.00
- -----------------------------------------------------------------------------------
Institutional Account 0 $0.00
- -----------------------------------------------------------------------------------
Fir Tree Value Fund 3,000 $5,250.00
===================================================================================
2/13/95 Bought Total 1,500 1.7800 $2,670.00
- -----------------------------------------------------------------------------------
Institutional Account 0 $0.00
- -----------------------------------------------------------------------------------
Fir Tree Value Fund 1,500 $2,670.00
===================================================================================
4/5/95 Bought Total 20,250 2.0000 $40,500.00
- -----------------------------------------------------------------------------------
Institutional Account 0 $0.00
- -----------------------------------------------------------------------------------
Fir Tree Value Fund 20,250 $40,500.00
===================================================================================
===================================================================================
TOTAL Total 24,750 $48,420.00
- -----------------------------------------------------------------------------------
Institutional Account 0 $0.00
-----------------------------------------------------------------------------
Fir Tree Value Fund 24,750 $48,420.00
===================================================================================
</TABLE>
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ANNEX B
(Class B Shares)
<TABLE>
<CAPTION>
==============================================================================================
Bought/ # Avg. Price/Share
Date Sold Name Shares w/Commission $
==============================================================================================
<S> <C> <C> <C> <C> <C>
4/3/95 Bought Total 5,625,000 2.0000 $11,250,000.00
- ----------------------------------------------------------------------------------------------
Fir Tree Industrial 3,135,000 $6,270,000.00
- ----------------------------------------------------------------------------------------------
Fir Tree Value Fund 1,125,000 $2,250,000.00
- ----------------------------------------------------------------------------------------------
Quota NV 1,292,500 $2,585,000.00
- ----------------------------------------------------------------------------------------------
Private Account 72,500 $145,000.00
==============================================================================================
</TABLE>
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ANNEX C
Directors and Officers of Quota Fund N.V.
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Curacao,
Managing Director Corporation Netherlands Antilles
(Netherlands Antilles)
Richard Katz Investment Banker Villa La Sirena
Supervisory Director Vico dell'Olivetta 12
(United Kingdom) 18039 Mortola Inferiore
Ventimiglia
Italy
Christoph M. La Roche Principal of Notz, Stucki 98, rue de Saint-Jean
Supervisory Director & Cie 1211 Geneva
(Switzerland) Switzerland
Antonio Foglia Vice President of Banca del Via Pretorio 13
Supervisory Director Ceresio 6901 Lugano
(Switzerland) Switzerland
</TABLE>
During the past five years, none of the persons named above has been: (a)
convicted in a criminal proceeding; or (b) a party to any civil proceeding as
a result of which any of such persons 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.
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Signatures
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: April 11, 1995
FIR TREE PARTNERS
By: /s/ Jeffrey Tannenbaum
-----------------------
JEFFREY TANNENBAUM
GEORGE SOROS
By: /s/ Sean C. Warren
----------------------
Sean C. Warren
Attorney-in-Fact
Page ___ of ___ Pages
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EXHIBIT INDEX
Exhibit A. Agreement of Joint Filing (filed as Exhibit A
to the Initial Statement and incorporated
herein by reference to the Initial Statement).
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