UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FAMILY GOLF CENTERS, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
30701A106
-----------
(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 9, 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 9 Pages
Exhibit Index: Page 8
<PAGE>
SCHEDULE 13D
CUSIP No. 30701A106 Page 2 of 9 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his capacity as the sole proprietor of Soros
Fund Management)
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 500,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 500,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
4.31%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 9 Pages
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the common stock,
$0.01 par value (the "Shares"), of Family Golf Centers, Inc. (the "Issuer").
This Amendment No. 1 amends the initial statement on Schedule 13D dated December
20, 1995 (the "Initial Statement") filed by the Reporting Person (as defined
herein). The address of the principal executive office of the Issuer is 225
Broadhollow Road, Melville, New York 11747. This Amendment No. 1 is being filed
voluntarily by the Reporting Person to report that, due solely to an increase in
the total number of outstanding Shares of the Issuer, as a result of a secondary
offering of Shares by the Issuer, the Reporting Person no longer may be deemed
the beneficial owner of more than 5% of the outstanding Shares. This Amendment
No. 1 amends, restates, and replaces the Initial Statement as it is the first
Schedule 13D to be filed on EDGAR by the Reporting Person with respect to the
Shares.
Item 2. Identity and Background.
This statement is being filed on behalf of Mr. George Soros (the
"Reporting Person") in his capacity as the sole proprietor of an investment
advisory firm conducting business under the name Soros Fund Management ("SFM").
This statement on Schedule 13D relates to Shares held for the account of Quantum
Partners LDC, a Cayman Islands exempted limited duration company ("Quantum
Partners"), which has granted investment discretion to SFM pursuant to an
investment advisory contract.
SFM is a sole proprietorship of which the Reporting Person is the sole
proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106. Its sole business is to serve, pursuant to contract, as
the principal investment manager to several foreign investment companies,
including Quantum Partners. Quantum Partners has its principal office at Kaya
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM's contract with
Quantum Partners provides that SFM is responsible for designing and implementing
Quantum Partners' overall investment strategy; for conducting direct portfolio
management strategies to the extent that SFM 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 Quantum Partners; and for allocating and reallocating the Quantum
Partners' assets among the outside managers and itself.
The principal occupation of the Reporting Person, a United States
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 and incorporated by reference in response to this Item
2.
Pursuant to regulations promulgated under Section 13(d) of the Act,
the Reporting Person (as the sole proprietor and the person ultimately in
control of SFM) may be deemed a beneficial owner of securities, including the
Shares, held for the account of Quantum Partners as a result of the contractual
authority of SFM to exercise voting and dispositive power with respect to such
securities.
During the past five years, none of the Reporting Person, Quantum
Partners and, to the best of the Reporting Person's 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.
<PAGE>
Page 4 of 9 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Quantum Partners expended $7,500,000.00 of its working capital to
purchase the Shares which are reported herein as being held for its account.
The Shares held by Quantum Partners may be held through margin
accounts maintained with brokers, which extend margin credit to Quantum Partners
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 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.
All of the Shares reported herein as having been acquired for the
account of Quantum Partners were acquired 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 its 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 500,000 (approximately 4.31% of the total number
of Shares outstanding after giving effect to the closing of the Issuer's
secondary offering of 3,000,000 shares on July 9, 1996).
(b) Pursuant to the terms of the contract between Quantum Partners
and SFM, the Reporting Person may be deemed to have sole power to direct the
voting and disposition of securities held for the account of Quantum Partners,
including the 500,000 Shares held for the account of Quantum Partners.
(c) There have been no transactions with respect to the Shares since
the filing of the Initial Statement on December 20, 1995 by Quantum Partners or
the Reporting Person.
(d) The shareholders of Quantum Partners have the right to
participate in the receipt of dividends from, or proceeds for the sale of,
securities, including the Shares, held by Quantum Partners in accordance with
their ownership interests in Quantum Partners.
(e) The Reporting Person ceased to be the beneficial owner of more
than 5% of the outstanding Shares on July 9, 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.
From time to time, the Reporting Person and/or Quantum Partners 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.
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.
<PAGE>
Page 5 of 9 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 19, 1996 GEORGE SOROS
By: /S/ SEAN C. WARREN
--------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 6 of 9 Pages
ANNEX A
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 7 of 9 Pages
INDEX OF EXHIBITS
EXHIBIT PAGE
A Power of Attorney dated April 16, 1996 granted by
Mr. George Soros in favor of Mr. Sean Warren. 9
Page 8 of 9 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 of April, 1996.
/S/ GEORGE SOROS
------------------------
GEORGE SOROS
