UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
M.G. PRODUCTS, INC.
---------------------------------
(Name of Issuer)
Common Stock, No Par Value
-----------------------------------------
(Title of Class of Securities)
55301K05
-----------------
(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)
October 25, 1996
-------------------------------------
(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 16 Pages
Exhibit Index: Page 13
<PAGE>
SCHEDULE 13D
CUSIP No. 55301K05 Page 2 of 16 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 615,385
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 615,385
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
615,385
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
4.33%
14 Type of Reporting Person*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 55301K05 Page 3 of 16 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
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
Delaware
7 Sole Voting Power
Number of 615,385
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 615,385
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
615,385
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
4.33%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 55301K05 Page 4 of 16 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
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
Delaware
7 Sole Voting Power
Number of 615,385
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 615,385
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
615,385
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
4.33%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 55301K05 Page 5 of 16 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in his capacity as sole shareholder of QIH
Management, Inc.)
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 615,385
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 615,385
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
615,385
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
4.33%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 16 Pages
This Amendment No. 2 to Schedule 13D relates to the shares of
common stock, no par value (the "Shares"), of M.G. Products, Inc. (the "Issuer")
and amends the initial statement on Schedule 13D dated November 5, 1993 and
Amendment No. 1 thereto dated April 15, 1994. This Amendment No. 2 is being
voluntarily filed to report that, solely as a result of an increase in the
number of outstanding Shares, the Reporting Persons (as defined herein) may no
longer be deemed the beneficial owners of more than 5% of the outstanding
Shares. This Amendment No. 2 amends and restates all previous filings by the
Reporting Persons on Schedule 13D relating to the Shares as it is the first
Schedule 13D filed electronically via EDGAR.
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D relates to Shares of the
Issuer. The address of the principal executive offices of the Issuer is 8514
Bracken Creek, San Antonio, Texas 78266-2143.
Item 2. Identity and Background.
This statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Quantum Industrial Partners LDC ("QIP");
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management, Inc. ("QIH Management"); and
(iv) George Soros, in his capacity as sole shareholder of QIH
Management ("Mr. Soros").
QIP is a Cayman Islands exempted limited duration company with
its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. The principal business of QIP is investment in securities. Current
information concerning the identity and background of the directors and officers
of QIP is set forth in Annex A hereto, which is incorporated by reference in
response to this Item 2.
QIHMI, an investment advisory firm organized as a Delaware
limited partnership, is a minority shareholder of, and (pursuant to constituent
documents of QIP) is vested with investment discretion with respect to the
portfolio assets held for the account of, QIP. The principal business of QIHMI
is to provide management and advisory services to, and to invest in, QIP. QIH
Management, a Delaware corporation of which Mr. Soros is the sole shareholder,
is the sole general partner of QIHMI. The principal business of QIH Management
is to serve as the sole general partner of QIHMI. QIHMI and QIH Management have
their principal offices at 888 Seventh Avenue, 33rd Floor, New York, New York
10106. QIHMI, by reason of its investment discretion over the securities owned
by QIP, and QIH Management, as the sole general partner of QIHMI, may each be
deemed the beneficial owner of securities (including the Shares) held for the
account of QIP for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Act").
<PAGE>
Page 7 of 16 Pages
Mr. Soros, a United States citizen, is the sole shareholder and
person ultimately in control of QIH Management. The principal occupation of Mr.
Soros is the direction of the activities of Soros Fund Management ("SFM"), a
private investment firm, a function which is carried out in his capacity as sole
proprietor at its offices located at 888 Seventh Avenue, 33rd Floor, New York,
New York 10106. Information concerning the identity and background of the
Managing Directors of SFM is set forth in Annex B hereto, which is incorporated
by reference in response to this Item 2. Pursuant to regulations promulgated
under Section 13(d) of the Act, Mr. Soros (as the sole shareholder and the
person ultimately in control of QIH Management, the sole general partner of
QIHMI) may be deemed a beneficial owner of securities (including Shares) held
for the account of QIP.
During the past five years, none of the Reporting Persons 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 3. Source and Amount of Funds or Other Consideration.
The Shares were transferred by Quantum Partners LDC, a Cayman
Islands exempted limited duration company ("Quantum Partners"), to QIP for an
aggregate price equal to approximately $5,230,773 in exchange for shares of QIP,
which were issued as part of the "Quantum Industrial Distribution" described in
Item 6 hereof, which is incorporated by reference to this Item 3.
The securities held for the account of QIP may be held through
margin accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in its margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firms'
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
QIP acquired all of the Shares from Quantum Partners as part of
the Quantum Industrial Distribution described in Item 6 hereof, which is
incorporated by reference to this Item 4. None of the Reporting Persons 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 Persons reserve 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 its general investment and trading
policies, market conditions or other factors.
<PAGE>
Page 8 of 16 Pages
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Shares of which each of the Reporting
Persons may be deemed the beneficial owner is 615,385 (approximately 4.33% of
the total number of Shares outstanding). The 615,385 Shares are held for the
account of QIP.
(b) QIP has the sole power to direct the voting and disposition of
the securities that are held for its account, including the Shares. Each of
QIHMI, QIH Management and Mr. Soros also may be deemed to have sole power to
direct the voting and disposition of the securities held for the account of QIP,
including the Shares.
(c) There have been no transactions with respect to the Shares since
August 26, 1996, 60 days prior to the date hereof, by the Reporting Persons.
(d) The shareholders of the QIP have the right to participate in the
receipt of dividends from, or proceeds from the sale of, securities held by the
QIP (including the Shares) in accordance with their share ownership interests in
QIP.
(e) The Reporting Persons recently became aware that they may no
longer be deemed the beneficial owners of more than 5% of the outstanding Shares
due to an increase in the number of outstanding Shares.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
On April 6, 1994, Quantum Fund N.V., the principal shareholder of
the Quantum Partners, and three other investment funds managed by SFM
(collectively, the "Quantum Group of Funds"), paid distributions to their
respective shareholders (the "Quantum Industrial Distribution"). Such
shareholders were given the option of receiving their distributions either in
cash, in shares of Quantum Industrial Holdings Ltd. ("QIH"), a British Virgin
Islands international business company which holds a majority of the outstanding
shares of QIP, or in shares of another new fund. In connection with the Quantum
Industrial Distribution, Quantum Partners transferred to QIP various portfolio
positions, including the Shares, identified by SFM as being suitable for the
investment program to be conducted by QIP, in exchange for shares of QIP. Such
shares of QIP were simultaneously exchanged by Quantum Partners for shares of
QIH, and such shares of QIH were among those distributed by the Quantum Group of
Funds to those of its shareholders who had elected to receive such shares in
lieu of cash distribution.
From time to time, QIP may lend portfolio securities to brokers,
banks or other financial institutions. These loans typically obligate the
borrower to return the securities, or an equal amount of securities of the same
class, to the lender and typically provide that the borrower is entitled to
exercise voting rights and to retain dividends during the term of the loan. From
time to time, to the extent permitted by applicable laws, QIP may borrow
securities, including the Shares, for the purpose of effecting, and may effect,
short sale transactions, and may purchase securities for the purpose of closing
out short positions in such securities.
Except as described above, none of the Reporting Persons has any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
<PAGE>
Page 9 of 16 Pages
Item 7. Material to be Filed as Exhibits.
(a) Power of Attorney, dated April 16, 1996, granted by Mr. Soros
in favor of Mr. Sean C. Warren.
(b) Joint Filing Agreement, dated as of April 15, 1994, by and
among QIP, QIHMI, QIH Management and Mr. Soros.
(c) Power of Attorney, dated May 23, 1996, granted by QIP in
favor of Mr. Soros, Mr. Gary Gladstein and Mr. Sean C. Warren.
<PAGE>
Page 10 of 16 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: October 25, 1996 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
-------------------------------
Sean C. Warren
Attorney in Fact
Date: October 25, 1996 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
Its Sole General Partner
By: /S/ SEAN C. WARREN
-------------------------------
Sean C. Warren
Vice President
Date: October 25, 1996 QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
-------------------------------
Sean C. Warren
Vice President
GEORGE SOROS
By: /S/ SEAN C. WARREN
-------------------------------
Sean C. Warren
Attorney in Fact
<PAGE>
Page 11 of 16 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad Curacao,
Managing Director corporations Netherlands Antilles
(Netherlands Antilles)
Inter Caribbean Services Administrative services Citco Building
Limited Wickhams Cay
Secretary Road Town
(British Virgin Islands) Tortola
British Virgin Islands
<PAGE>
Page 12 of 16 Pages
ANNEX B
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
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, 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 a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any 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 violations with
respect to such laws.
<PAGE>
Page 13 of 16 Pages
INDEX OF EXHIBITS
A Power of Attorney, dated April 16, 1996, granted by Mr. George Soros
in favor of Mr. Sean C. Warren.
B Joint Filing Agreement, dated as of April 15, 1994, by and among
Quantum Industrial Partners LDC, QIH Management Investor, L.P.,
QIH Management, Inc. and Mr. George Soros.
C Power of Attorney, dated May 23, 1996, granted by Quantum Industrial
Partners LDC in favor of Mr. George Soros, Mr. Gary Gladstein and Mr.
Sean C. Warren.
Page 14 of 16 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
---------------------------
GEORGE SOROS
Page 15 of 16 Pages
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of M.G. Products, Inc. dated April 15, 1994 and
any amendments thereto signed by each of the undersigned shall be filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: April 15, 1994 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Attorney in Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
General Partner
By: /s/ Sean C. Warren
------------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Vice President
GEORGE SOROS
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Attorney in Fact
Page 16 of 16 Pages
EXHIBIT C
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS
LDC (the "Company"), an exempted limited duration company existing and operating
under the laws of the Cayman Islands does, pursuant to a duly adopted resolution
of its Managing Director, hereby designate, constitute and appoint:
GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS
acting, singly and not jointly, as its true and lawful agent and attorney in
fact for the purpose of executing in its name, 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.
Each attorney-in-fact is hereby authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing. All prior acts of each attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd
day of May, 1996.
QUANTUM INDUSTRIAL PARTNERS LDC
-----------------------------------
Curacao Corporation Company N.V.
Managing Director
