-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PsbpqJhD4vQOn8LLfe3+ikLs+0zQJnkaoHnTKRC5A66Yt1Hm7XE9JSCWyRdOgU/w QxPp6wy+uUed8AAy5faxMg== /in/edgar/work/0000921530-00-000248/0000921530-00-000248.txt : 20001123 0000921530-00-000248.hdr.sgml : 20001123 ACCESSION NUMBER: 0000921530-00-000248 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001122 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUEFLY INC CENTRAL INDEX KEY: 0001030896 STANDARD INDUSTRIAL CLASSIFICATION: [5130 ] IRS NUMBER: 133612110 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52401 FILM NUMBER: 775995 BUSINESS ADDRESS: STREET 1: 42 WEST 39TH ST CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2129448000 MAIL ADDRESS: STREET 1: 42 WEST 39TH ST CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: PIVOT RULES INC DATE OF NAME CHANGE: 19970305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 0001.txt AMEND #7 TO SCH 13D RE BLUEFLY, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 7)* BLUEFLY, INC. ---------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share --------------------------------------- (Title of Class of Securities) 096227103 ---------------------- (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) November 13, 2000 ------------------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 disclosures 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 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 pages Page 1 of 11 Pages Exhibit Index: Page 11 SCHEDULE 13D CUSIP NO. 096227103 Page 2 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QUANTUM INDUSTRIAL PARTNERS LDC 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 Cayman Islands 7 Sole Voting Power Number of 1,211,512.5** Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,211,512.5** With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,211,512.5** 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 19.74%** 14 Type of Reporting Person* OO; IV **As explained in Item 6, this number does not include certain shares of which the Reporting Person may be deemed the beneficial owner upon the satisfaction of certain conditions contained within the Investment Agreement (defined herein). *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 096227103 Page 3 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH MANAGEMENT INVESTOR, L.P. 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 1,211,512.5** Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,211,512.5** With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,211,512.5** 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 19.74%** 14 Type of Reporting Person* PN; IA **As explained in Item 6, this number does not include certain shares of which the Reporting Person may be deemed the beneficial owner upon the satisfaction of certain conditions contained within the Investment Agreement (defined herein). *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 096227103 Page 4 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH MANAGEMENT, INC. 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 1,211,512.5** Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,211,512.5** With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,211,512.5** 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 19.74%** 14 Type of Reporting Person* CO **As explained in Item 6, this number does not include certain shares of which the Reporting Person may be deemed the beneficial owner upon the satisfaction of certain conditions contained within the Investment Agreement (defined herein). *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 096227103 Page 5 of 11 Pages 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 1,211,512.5** Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,211,512.5** With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,211,512.5** 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 19.74%** 14 Type of Reporting Person* OO; IA **As explained in Item 6, this number does not include certain shares of which the Reporting Person may be deemed the beneficial owner upon the satisfaction of certain conditions contained within the Investment Agreement (defined herein). *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 096227103 Page 6 of 11 Pages 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 1,251,190** Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,251,190** With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,251,190** 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 20.26%** 14 Type of Reporting Person* IA **As explained in Item 6, this number does not include certain shares of which the Reporting Person may be deemed the beneficial owner upon the satisfaction of certain conditions contained within the Investment Agreement (defined herein). *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 11 Pages This Amendment No. 7 to Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the "Shares"), of Bluefly, Inc. (the "Issuer"). This Amendment No. 7 supplementally amends the initial statement on Schedule 13D, dated August 6, 1999, and all amendments thereto (collectively, the "Initial Statement"), filed by the Reporting Persons (as defined herein). This Amendment No. 7 is being filed by the Reporting Persons to report that QIP (as defined herein) and SFM Domestic Investments (as defined herein) have entered into an Investment Agreement with the Issuer as described herein. 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) Quantum Industrial Partners LDC ("QIP"); (ii) QIH Management Investor, L.P. ("QIHMI"); (iii) QIH Management, Inc. ("QIH Management"); (iv) Soros Fund Management LLC ("SFM LLC"); and (v) Mr. George Soros ("Mr. Soros"). This Statement relates to the Shares held for the accounts of QIP and SFM Domestic Investments LLC ("SFM Domestic Investments"). Item 3. Source and Amount of Funds or Other Consideration QIP expended approximately $4,841,500 of its working capital to purchase the subordinated convertible notes reported herein as being acquired since October 13, 2000 (the date of the last filing on Schedule 13D). SFM Domestic Investments expended approximately $158,500 of its working capital to purchase the subordinated convertible notes reported herein as being acquired since October 13, 2000 (the date of the last filing on Schedule 13D). In addition, QIP and SFM Domestic Investments exchanged senior convertible notes of the Issuer in the aggregate amount of $15,000,000 for subordinated convertible notes of equal principal amount. (See Item 6 below) Item 4. Purpose of Transaction The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 4. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, 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, market conditions or other factors. Item 5. Interest in Securities of the Issuer As explained in Item 6 below, the number of shares reported does not include certain Shares which each of the Reporting Persons may be deemed to beneficially own upon satisfaction of certain conditions contained within the Investment Agreement. Page 8 of 11 Pages Except for the transactions described in Item 6 below, all of which were effected in privately negotiated transactions, there have been no transactions effected with respect to the Shares since October 13, 2000 (the date of the last filing on Schedule 13D) by any of the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On November 13, 2000, QIP and SFM Domestic Investments entered into an Investment Agreement (the "Investment Agreement") with the Issuer (a copy of which is incorporated by reference hereto as Exhibit LL and incorporated herein by reference in response to this Item 6). Pursuant to the Investment Agreement, QIP and SFM Domestic Investments purchased subordinated convertible notes for an aggregate purchase price of $5,000,000 and exchanged their outstanding senior convertible notes, which had been issued to QIP and SFM Domestic Investments pursuant to a commitment made in the Note and Warrant Purchase Agreement, dated as of March 28, 2000 (a copy of which was filed as Exhibit G to the Initial Statement and is incorporated herein by reference in response to this Item 6) in an aggregate principal amount of $15,000,000, for subordinated convertible notes in the same principal amount. The Investment Agreement provides that upon satisfaction of certain conditions (i) the Issuer will reincorporate as a Delaware corporation; (ii) the principal and accrued but unpaid interest on all subordinated convertible notes held by QIP and SFM Domestic Investments will convert into shares of Series B Preferred Stock at a rate of $2.34 a share; (iii) the Issuer may issue shares of common stock to QIP and SFM Domestic Investments as standby purchasers following a rights offering (discussed below); and (iv) the terms of the Series A Preferred Stock will be amended to lower the conversion price from $10.50 to $2.34 per share. These conditions include shareholder approval of the following: the reincorporation; the issuance of at least 8,547,009 shares of Series B Preferred Stock to QIP and SFM Domestic Investments and a maximum of 4,273,504 shares of common stock to QIP and SFM Domestic Investments; and the amendment of the terms of the Series A Preferred Stock. In addition, the Investment Agreement requires the Issuer to conduct a rights offering of shares of its common stock at a price of $2.34 per share, in the aggregate amount of $20,000,000. Pursuant to the Investment Agreement, at the conclusion of the rights offering, QIP and SFM Domestic Investments will purchase shares of common stock equal to the difference between $20,000,000 and the amount purchased by the Issuer's shareholders pursuant to the rights offering, but in no event will QIP and SFM Domestic Investments purchase more than 4,273,504 shares of common stock for an aggregate purchase price of $10,000,000 (the "Standby Commitment"). If the transactions contemplated by the Investment Agreement are consummated, upon conversion of all outstanding notes and accrued and unpaid interest from the date of issuance, QIP and SFM Domestic Investments will hold in excess of 8,547,009 shares of Series B Preferred Stock convertible into an equal number of shares of common stock. In such event, QIP and SFM Domestic Investments would, depending upon the number of shares of common stock acquired pursuant to the Standby Commitment, be the beneficial owner of between approximately 48.83% and 77.67% of the outstanding common stock (assuming conversion of all Series A Preferred Stock and Series B Preferred Stock and the exercise of warrants to acquire common stock held by such entities). In the event that the transactions contemplated by the Investment Agreement are consummated, QIP and SFM Domestic Investments would hold warrants exercisable for common stock, Series A Preferred Stock and Series B Preferred Stock in the new Delaware corporation formed as a result of the reincorporation of Issuer. In addition, following the reincorporation, QIP and SFM Domestic Investments will be entitled to designate two members of the Board of Directors (each with 7 votes on each matter going before the Board) and together these directors would be entitled to cast 14 out of the aggregate 19 votes entitled to be cast on any matter before the Board of Directors. Therefore, if the conditions above are satisfied, QIP and SFM Domestic Investments may have the ability to propose or implement some or all of the events listed in Item 4(a)-(j) of Schedule 13D. Page 9 of 11 Pages Pursuant to Subordinated Convertible Note Nos. 1 through 5 in the aggregate amount of $14,524,500 (a copy of the form of such notes is incorporated by reference as Exhibit MM and is incorporated herein by reference in response to this Item 6), QIP is entitled to receive automatically upon the reincorporation of the Issuer as a Delaware corporation that number of fully paid and non-assessable shares of Series B Convertible Preferred Stock obtained by dividing the outstanding principal and accrued and unpaid interest on each Subordinated Convertible Note to the date of conversion by $2.34. Pursuant to Subordinated Convertible Note Nos. 6 through 10 in the aggregate amount of $475,500 (a copy of the form of such notes is incorporated by reference as Exhibit NN and is incorporated herein by reference in response to this Item 6), SFM Domestic Investments is entitled to receive automatically upon the reincorporation of the Issuer as a Delaware corporation that number of fully paid and non-assessable shares of Series B Convertible Preferred Stock obtained by dividing the outstanding principal and accrued and unpaid interest on each Subordinated Convertible Note to the date of conversion by $2.34. Pursuant to the Subordinated Convertible Note in the amount of $4,841,500 (a copy of the form of such note is incorporated by reference as Exhibit OO and is incorporated herein by reference in response to this Item 6), QIP is entitled to receive automatically upon the reincorporation of the Issuer as a Delaware corporation that number of fully paid and non-assessable shares of Series B Convertible Preferred Stock obtained by dividing the outstanding principal and accrued and unpaid interest on the Subordinated Convertible Note to the date of conversion by $2.34. Pursuant to the Subordinated Convertible Note in the amount of $158,500 (a copy of the form of such note is incorporated by reference as Exhibit PP and is incorporated herein by reference in response to this Item 6), SFM Domestic Investments is entitled to receive automatically upon the reincorporation of the Issuer as a Delaware corporation that number of fully paid and non-assessable shares of Series B Convertible Preferred Stock obtained by dividing the outstanding principal and accrued and unpaid interest on the Subordinated Convertible Note to the date of conversion by $2.34. The foregoing description of the Investment Agreement and the Subordinated Convertible Notes does not purport to be complete and is qualified in its entirety by the terms of each such document which are incorporated herein by reference. Except as set forth herein, the Reporting Persons 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 The Exhibit Index is incorporated herein by reference. Page 10 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: November 22, 2000 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Secretary QIH MANAGEMENT, INC. By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Secretary SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Assistant General Counsel GEORGE SOROS By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 11 of 11 Pages EXHIBIT INDEX LL. Investment Agreement dated as of November 13, 2000 by, and among Blue fly, Inc., Bluefly Merger Sub, Inc., Quantum Industrial Partners LDC and SFM Domestic Investments LLC.1 MM. Form of Subordinated Convertible Note issued by Bluefly, Inc. in favor of Quantum Industrial Partners LDC2 NN. Form of Subordinated Convertible Note issued by Bluefly, Inc. in favor of SFM Domestic Investments LLC.3 OO. Form of Subordinated Convertible Note in the amount of $4,841,500 issued by Bluefly, Inc. in favor of Quantum Industrial Partners LDC.4 PP. Form of Subordinated Convertible Note in the amount of $158,500 issued by Bluefly, Inc. in favor of SFM Domestic Investments LLC.5 - -------- 1 Filed on Novenber 14, 2000 as Exhibit No. 10.23 to Issuer's Form 10Q for the quarterly period ended September 30, 2000. 2 Filed as Exhibit E to the Investment Agreement dated as of November 13, 2000 by, and among Bluefly, Inc., Bluefly Merger Sub, Inc., Quantum Industrial Partners LDC and SFM Domestic Investments LLC which was filed as Exhibit 10.23 to Issuer's Form 10Q for the quarterly period ended September 30, 2000. 3 Filed as Exhibit E to the Investment Agreement dated as of November 13, 2000 by, and among Bluefly, Inc., Bluefly Merger Sub, Inc., Quantum Industrial Partners LDC and SFM Domestic Investments LLC which was filed as Exhibit 10.23 to Issuer's Form 10Q for the quarterly period ended September 30, 2000. 4 Filed as Exhibit D to the Investment Agreement dated as of November 13, 2000 by, and among Bluefly, Inc., Bluefly Merger Sub, Inc., Quantum Industrial Partners LDC and SFM Domestic Investments LLC which was filed as Exhibit 10.23 to Issuer's Form 10Q for the quarterly period ended September 30, 2000. 5 Filed as Exhibit D to the Investment Agreement dated as of November 13, 2000 by, and among Bluefly, Inc., Bluefly Merger Sub, Inc., Quantum Industrial Partners LDC and SFM Domestic Investments LLC which was filed as Exhibit 10.23 to Issuer's Form 10Q for the quarterly period ended September 30, 2000. -----END PRIVACY-ENHANCED MESSAGE-----