UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
March 4, 1998
-------------------
(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 8 Pages
<PAGE>
Page 2 of 8 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 1,330,254
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,330,254
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,330,254
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
4.99%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 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 1,330,254
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,330,254
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,330,254
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
4.99%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 8 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 1,330,254
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,330,254
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,330,254
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
4.99%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 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 1,330,254
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,330,254
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,330,254
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
4.99%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 8 Pages
This Amendment No. 4 to Schedule 13D relates to shares of Common
Stock, no par value (the "Shares"), of UroMed Corporation (the "Issuer"). This
Amendment No. 4 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. 4 is being filed to report that as a result of a recent
disposition of Shares, the Reporting Persons may no longer be deemed the
beneficial owners of five percent or more of the outstanding Shares of the
Issuer. 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.
Updated information concerning the Managing Directors of SFM LLC
is attached hereto as Annex A and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of the 1,330,254 Shares held for the account of Soros Capital
(approximately 4.99% of the total number of Shares outstanding).
(b) (i) Pursuant to the agreement between Mr. Steven Gilbert
("Mr. Gilbert"), the managing general partner of Soros Capital, and SFM LLC, SFM
LLC may be deemed to have sole power to direct the voting and disposition of the
1,330,254 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 1,330,254 Shares held
for the account of Soros Capital.
(c) Except for the sale of 50,000 Shares at a price of $2.61 per
Share on March 4, 1998 and for the sale of 2,000 Shares at a price of $2.61 per
Share on March 5, 1998, which were executed in routine brokerage transactions on
the over-the-counter market, there have been no transactions effected with
respect to the Shares since January 5, 1998 (60 days prior to the date hereof)
by any 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) Each of the Reporting Persons ceased to be the beneficial
owner of more than 5% of the Shares on March 4, 1998.
<PAGE>
Page 7 of 8 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: March 6, 1998
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
SOROS CAPITAL, L.P.
By: /S/ JOHN MCEVOY
----------------------------------
John McEvoy
Attorney-in-Fact
<PAGE>
Page 8 of 8 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
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
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.
