UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
UROMED CORPORATION
-----------------------------
(Name of Issuer)
Common Stock, No Par Value
------------------------------
(Title of Class of Securities)
917274102
---------------
(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 10, 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 13 Pages
Exhibit Index: Page 10
- ----------------------
* Initial filing with respect to Soros Fund Management LLC, Mr. George Soros and
Mr. Stanley Druckenmiller.
<PAGE>
Page 2 of 13 Pages
SCHEDULE 13D
CUSIP No. 917274102
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Capital, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Bermuda
7 Sole Voting Power
Number of 1,382,254
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,382,254
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,254
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
5.18%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 13 Pages
SCHEDULE 13D
CUSIP No. 917274102
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*
Not applicable
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 1,382,254
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,382,254
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,254
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
5.18%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 13 Pages
SCHEDULE 13D
CUSIP No. 917274102
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*
Not applicable
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 1,382,254
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,382,254
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,254
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
5.18%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 13 Pages
SCHEDULE 13D
CUSIP No. 917274102
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*
Not applicable
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 1,382,254
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,382,254
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,254
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
5.18%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 13 Pages
This Amendment No. 3 to Schedule 13D relates to shares of Common
Stock, no par value (the "Shares"), of UroMed Corporation (the "Issuer"). This
Amendment No. 3 supplementally amends the initial statement on Schedule 13D
dated April 15, 1994 and all amendments thereto (collectively, the "Initial
Statement") filed by one of the Reporting Persons (as defined herein). This
Amendment No. 3 is being filed to report a change in the relationship between
Mr. Steven Gilbert ("Mr. Gilbert") and Soros Capital (as defined herein), as a
result of which Mr. Gilbert shall no longer be considered to be a Reporting
Person. Capitalized terms used herein but not defined herein shall have the
meanings given to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of Soros Capital L.P., a
Bermuda limited partnership ("Soros Capital"), Soros Fund Management LLC, a
Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros")
and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller, and together with Soros
Capital, SFM LLC and Mr. Soros, the "Reporting Persons"). This Statement relates
to Shares held for the account of Soros Capital.
Soros Capital is a Bermuda limited partnership principally engaged in
direct and indirect investments in buy-out transactions and restructuring,
venture capital, mezzanine finance and strategic and special situations
investments. Its principal office is located at Richmond House, 12 Par-La-Ville
Road, Hamilton HM DX, Bermuda. Mr. Gilbert is the managing general partner and
Soros Capital (Bermuda) Ltd. is the resident general partner of Soros Capital.
Quantum Industrial Partners LDC, a Cayman Islands limited duration company
("QIP"), is the sole limited partner of Soros Capital. Notwithstanding Mr.
Gilbert's position as the managing general partner of Soros Capital, Mr. Gilbert
has agreed with SFM LLC that Soros Capital will follow the instructions of SFM
LLC with respect to investment decisions involving the Shares. As a result, Mr.
Gilbert may no longer be considered to have investment discretion over the
Shares held for the account of Soros Capital, and as such no longer may be
deemed a beneficial owner of such Shares.
Soros Capital (Bermuda) Ltd. is a Bermuda exempted company, whose sole
purpose is to act as resident general partner of Soros Capital. The principal
office of Capital (Bermuda) Ltd. is at Richmond House, 12 Par-La-Ville Road,
Hamilton HM DX, Bermuda.
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"). 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 securities held for the accounts
of the SFM Clients. 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 securities held for the accounts
of the SFM Clients. 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 7 of 13 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 Soros Capital as
a result of the ability of SFM LLC to direct the voting and disposition with
respect to such Shares.
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 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of the 1,382,254 Shares held for the account of Soros Capital
(approximately 5.18% of the total number of Shares outstanding).
(b) (i) Pursuant to the agreement between Mr. Gilbert and SFM LLC,
SFM LLC may be deemed to have sole power to direct the voting and disposition of
the 1,382,254 Shares held for the account of Soros Capital.
(ii) Pursuant to the agreement between Mr. Gilbert 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 1,382,254 Shares held for the
account of Soros Capital.
(c) Except for the sale of 50,000 Shares at a price of $6.874
per Share on November 6, 1997, which was executed in a routine brokerage
transaction on the over-the-counter market, there have been no transactions
effected with respect to the Shares since October 20, 1997 (60 days prior to the
date hereof) for the accounts of either of the Reporting Persons.
(d) The partners of Soros Capital have the right to participate
in the receipt of dividends from, or proceeds from the sale of, securities held
by Soros Capital (including the Shares) in accordance with their share
partnership interests in Soros Capital.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
C. 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.
D. 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.
E. Joint Filing Agreement dated December 19, 1997 by and among Soros
Capital, L.P., SFM LLC, Mr. Soros and Mr. Druckenmiller.
<PAGE>
Page 8 of 13 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 19, 1997
SOROS CAPITAL, L.P.
By: Steven J. Gilbert
Managing General Partner
By: /S/ RICHARD W. GAENZLE
----------------------------------
Richard W. Gaenzle
Attorney-in-Fact
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 13 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>
Page 10 of 13 Pages
EXHIBIT INDEX
Page No.
-------
C. 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.......................................... 11
D. 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............................... 12
E. Joint Filing Agreement dated December 19, 1997 by and
among Soros Capital, L.P., Soros Fund Management LLC,
Mr. George Soros and Mr. Stanley F.
Druckenmiller................................................ 13
Page 11 of 13 Pages
EXHIBIT C
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 12 of 13 Pages
EXHIBIT D
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 13 of 13 Pages
EXHIBIT E
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Uromed Corporation dated December 19, 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 19, 1997
SOROS CAPITAL, L.P.
By: Steven J. Gilbert
Managing General Partner
By: /S/ RICHARD W. GAENZLE
----------------------------------
Richard W. Gaenzle
Attorney-in-Fact
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
