UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SEVEN SEAS PETROLEUM INC.
--------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
-----------------------------
(Title of Class of Securities)
817917107
----------------------
(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)
February 13, 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 11 Pages
<PAGE>
Page 2 of 11 Pages
SCHEDULE 13D
CUSIP No. 817917107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 1,258,700
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,258,700
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,258,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.61%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 11 Pages
SCHEDULE 13D
CUSIP No. 817917107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 1,258,700
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,258,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,258,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.61%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 11 Pages
SCHEDULE 13D
CUSIP No. 817917107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 1,799,300
Shares
Beneficially 8 Shared Voting Power
Owned By 1,258,700
Each
Reporting 9 Sole Dispositive Power
Person 1,799,300
With
10 Shared Dispositive Power
1,258,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,058,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
8.76%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 11 Pages
SCHEDULE 13D
CUSIP No. 817917107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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
Pennsylvania
7 Sole Voting Power
Number of 1,799,300
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,799,300
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.16%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 11 Pages
This Amendment No. 1 on Schedule 13D relates to shares of Common
Stock, no par value per share (the "Shares"), of Seven Seas Petroleum Inc. (the
"Issuer"). This Amendment No. 1 on Schedule 13D amends the Initial Statement on
Schedule 13D dated January 20, 1998 (the "Initial Statement") filed by the
Reporting Persons (as defined herein). This Amendment No. 1 is being filed by
the Reporting Persons to report the recent acquisition of Shares, as a result of
which the percentage of Shares of which the Reporting Persons may be deemed to
be the beneficial owner has increased by more than one percent. Capitalized
terms used but not defined herein shall have the meanings ascribed 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 each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC ("SFM LLC");
ii) George Soros ("Mr. Soros");
iii) Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
iv) Duquesne Capital Management, L.L.C. ("Duquesne LLC").
This Statement relates to Shares held for the accounts of Quantum
Partners and the Duquesne LLC Clients. Set forth in Annex A hereto and
incorporated by reference is an updated list of the executive officers of
Duquesne LLC.
Item 3. Source and Amount of Funds or Other Consideration.
Quantum Partners expended approximately $6,293,208 of its working
capital to purchase Shares reported herein as being acquired since January 20,
1998 (the date of filing of the last statement on Schedule 13D).
Duquesne LLC expended approximately $6,293,208 of the working capital
of the Duquesne LLC Clients to purchase the Shares reported herein as being
acquired since January 20, 1998 (the date of filing of the last statement on
Schedule 13D).
The Shares held for the accounts of Quantum Partners, other SFM
Clients and/or the Duquesne LLC 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 firms' 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.
<PAGE>
Page 7 of 11 Pages
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller may be
deemed the beneficial owner of the 1,258,700 Shares held for the account of
Quantum Partners (approximately 3.61% of the total number of Shares
outstanding).
(ii) Mr. Druckenmiller may be deemed the beneficial owner of
3,058,000 Shares (approximately 8.76% of the total number of Shares
outstanding). This number consists of (A) 1,258,700 Shares held for the account
of Quantum Partners and (B) 1,799,300 Shares held for the account of the
Duquesne LLC Clients.
(iii) Duquesne LLC may be deemed the beneficial owner of the
1,799,300 Shares held for the accounts of Duquesne LLC Clients (approximately
5.16% 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 1,258,700 Sharers held for the account of Quantum Partners.
(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
1,258,700 Shares held directly for the account of Quantum Partners.
(iii) Pursuant to contracts with the Duquesne LLC Clients, and as
a result of the position held by Mr. Druckenmiller with Duquesne LLC, each of
Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power to
direct the voting and disposition of the 1,799,300 Shares held for the accounts
of the Duquesne LLC Clients.
(c) Except for the transactions disclosed on Annex B hereto, all
of which were effected in the over-the-counter market in routine brokerage
transactions, there have been no transactions with respect to the Shares since
January 20, 1998 (the date of filing of the last statement on Schedule 13D) by
any of the Reporting Persons, Quantum Partners or the Duquesne LLC Clients.
(d) (i) 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.
(ii) The Duquesne LLC Clients have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the Shares held for
their accounts.
(e) Not applicable.
Each of SFM LLC and Mr. Soros expressly disclaims beneficial ownership
of any Shares not held for the accounts of the SFM Clients. Duquesne LLC
expressly disclaims beneficial ownership of any Shares not held for the accounts
of the Duquesne LLC Clients.
<PAGE>
Page 8 of 11 Pages
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 (filed as Exhibit A to
the Initial Statement and incorporated herein by reference).
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 (filed as
Exhibit B to the Initial Statement and incorporated herein by reference).
C. Joint Filing Agreement dated January 20, 1998 by and among SFM LLC,
Mr. Soros, Mr. Druckenmiller and Duquesne LLC (filed as Exhibit C to the Initial
Statement and incorporated herein by reference).
<PAGE>
Page 9 of 11 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: February 20, 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
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
---------------------------------------
Gerald Kerner
Managing Director
<PAGE>
Page 10 of 11 Pages
ANNEX A
The following is a list of all of the persons who serve as executive
officers of Duquesne LLC (other than Stanley F. Druckenmiller):
Michael A. Shay ("Mr. Shay")
Joseph W. Haleski ("Mr. Haleski")
Mark J. Willson ("Mr. Willson")
Gerald Kerner ("Mr. Kerner")
Mr. Shay is a United States citizen whose principal occupation is
serving as a Managing Director of Duquesne LLC. Mr. Shay's business address is
Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322,
Pittsburgh, Pennsylvania 15241.
Mr. Haleski is a United States citizen whose principal occupation is
serving as Chief Operating Officer of Duquesne LLC. Mr. Haleski's business
address is Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322,
Pittsburgh, Pennsylvania 15241.
Mr. Willson is a United States citizen whose principal occupation is
serving as Vice President- Information Technology of Duquesne LLC. Mr. Willson's
business address is Duquesne Capital Management, L.L.C., 2579 Washington Road,
Suite 322, Pittsburgh, Pennsylvania 15241.
Mr. Kerner is a United States citizen whose principal occupation is
serving as a Managing Director of Duquesne LLC. Mr. Kerner's business address is
Duquesne Capital Management, L.L.C., 888 Seventh Avenue, 32nd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
<TABLE>
<CAPTION>
Page 11 of 11 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
SEVEN SEAS PETROLEUM 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/ 2/13/98 Buy 235,000 $24.003
2/18/98 Buy 26,300 $24.810
Duquesne LLC Clients/2/ 2/13/98 Buy 235,000 $24.003
2/18/98 Buy 26,300 $24.810
- --------
/1/ Transactions effected at the direction of SFM LLC.
/2/ Transactions effected at the direction of Duquesne LLC.
</TABLE>
