UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
NINE WEST GROUP INC.
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(Name of Issuer)
Common Stock, $0.01 par Value
-------------------------------------
(Title of Class of Securities)
65440D102
------------------
(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)
December 5, 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 14 Pages
Exhibit Index: Page 11
<PAGE>
Page 2 of 14 Pages
SCHEDULE 13D
CUSIP No. 65440D102
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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*
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 2,000,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,000,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.58%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 14 Pages
SCHEDULE 13D
CUSIP No. 65440D102
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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*
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 2,000,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,000,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.58%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 14 Pages
SCHEDULE 13D
CUSIP No. 65440D102
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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*
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 2,000,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,000,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.58%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 14 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"), of Nine West Group Inc. (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report recent acquisitions of Shares of the Issuer as a result of
which certain of the Reporting Persons may be deemed to be the beneficial owners
of more than 5% of the outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive offices of the Issuer is 9 West Broad Street, Stamford,
Connecticut 06902.
Item 2. Identity and Background.
This Statement is 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. This Statement relates to Shares held for the
account of Quantum Partners (as defined herein).
SFM LLC has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. The business of SFM LLC is managed through a
Management Committee (the "Management Committee") comprised of Mr. Soros, Mr.
Druckenmiller and Mr. Gary Gladstein. Its principal business is to serve,
pursuant to contract, as the principal investment manager to several foreign
investment companies (the "SFM Clients"), including Quantum Fund (as defined
herein) and Quantum Partners, the principal operating subsidiary of Quantum
Fund. SFM LLC has been granted investment discretion over portfolio investments,
including the Shares, held for the account of Quantum Partners LDC, a Cayman
Islands exempted limited duration company ("Quantum Partners") and Quantum Fund
N.V., a Netherlands Antilles company ("Quantum Fund"). Each of Quantum Fund and
Quantum Partners 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.
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 Quantum Partners. 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 Quantum Partners. 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 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.
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.
<PAGE>
Page 6 of 14 Pages
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 Quantum Partners
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,
Quantum Partners 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.
Quantum Partners expended approximately $56,127,907 of its
working capital to purchase the Shares reported herein as being acquired within
the last 60 days.
The Shares held for the account of Quantum Partners and/or other
SFM Clients may be held through margin accounts maintained with brokers, which
extend margin credit as and when required to open or carry positions in their
margin accounts, subject to applicable federal margin regulations, stock
exchange rules and such firm's credit policies. The Shares which may be held in
the margin accounts are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the account of Quantum Partners were acquired or disposed of
for investment purposes. Neither Quantum Partners, the Reporting Persons nor, to
the best of their knowledge, any of the other individuals identified in response
to Item 2, has any plans or proposals that 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, or cause to
be acquired, additional securities of the Issuer, to dispose, or cause to be
disposed 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 of the Reporting
Persons, Quantum Partners and/or other SFM Clients, market conditions or other
factors.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of the 2,000,000 Shares held for the account of Quantum Partners
(approximately 5.58% of the total number of Shares outstanding).
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 2,000,000 Shares held for the account of Quantum
Partners.
<PAGE>
Page 7 of 14 Pages
(ii) Pursuant to the terms of the contract between Quantum
Fund 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
1,850,000 Shares held for the account of Quantum Partners.
(c) Except for the transactions disclosed on Annex B hereto, all
of which were effected on the New York Stock Exchange in routine brokerage
transactions, there have been no transactions with respect to the Shares since
October 11, 1997 (60 days prior to the date hereof) by any of the Reporting
Persons or Quantum Partners.
(d) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares, held for the account of Quantum Partners
in accordance with their ownership interests in Quantum Partners.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Quantum
Partners and/or other SFM Clients 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, each of such persons or
entities may borrow 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 set forth herein, the Reporting Persons, Quantum
Partners and/or the other SFM Clients do 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 as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated December 10, 1997 by and among
SFM LLC, Mr. Soros and Mr. Druckenmiller.
<PAGE>
Page 8 of 14 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: December 10, 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 9 of 14 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
David Gerstenhaber
Gary Gladstein
Ron Hiram
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
John Zwaanstra
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.
<PAGE>
<TABLE>
<CAPTION>
Page 10 of 14 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
NINE WEST GROUP INC.
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Partners/1/ 11/13/97 BUY 336,500 27.827
11/14/97 BUY 250,000 28.972
11/17/97 BUY 203,500 29.424
11/18/97 BUY 138,200 29.521
11/19/97 BUY 71,800 29.310
12/03/97 BUY 73,000 27.862
12/04/97 BUY 121,500 27.971
12/05/97 BUY 50,500 26.010
12/05/97 BUY 255,000 25.926
12/05/97 BUY 350,000 27.749
12/08/97 BUY 70,000 28.514
12/09/97 BUY 25,000 28.498
12/09/97 BUY 55,000 28.572
Quasar International 11/07/97 SHORT SALE 9,300 33.254
Partners C.V./2/
- -------------------------
/1/ Transactions effected at the direction of SFM LLC.
/2/ Transaction effected at the direction of Bennett Lawrence Management, L.L.C. ("BLM"), a New York limited
liability company. BLM has been granted investment discretion over portfolio investments, including the
Shares, held for the account of Quasar International Partners C.V., a Netherlands Antilles limited
partnership, for which SFM LLC acts as principle investment advisor.
</TABLE>
<PAGE>
Page 11 of 14 Pages
EXHIBIT INDEX
Page No.
-------
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
George Soros in favor of Mr. Sean C. Warren and Mr. Michael
C. Neus......................................................... 12
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus............................................. 13
C. Joint Filing Agreement dated December 10, 1997 by and among
Soros Fund Management LLC, Mr. George Soros and Mr. Stanley
F. Druckenmiller................................................ 14
Page 12 of 14 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, 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 as of the 1st day of
January, 1997.
/s/ George Soros
----------------------------
GEORGE SOROS
Page 13 of 14 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, 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 as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
------------------------------------
STANLEY F. DRUCKENMILLER
Page 14 of 14 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Nine West Group Inc. dated December 10, 1997 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Date: December 10, 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
