UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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 LLP
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 27, 2002
-----------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 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 ("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 pages
Page 1 of 11 Pages
Exhibit Index: Page 10
SCHEDULE 13D
CUSIP No. 096227103 Page 2 of 11 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. | |
b. |X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 34,778,119
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 34,778,119
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
34,778,119**
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|X|
13 Percent of Class Represented By Amount in Row (11)
87.2%
14 Type of Reporting Person (See Instructions)
OO; IV
----------
** See Item 6 of Amendment No. 14 to Schedule 13D.
SCHEDULE 13D
CUSIP No. 096227103 Page 3 of 11 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. | |
b. |X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 34,778,119
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 34,778,119
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
34,778,119**
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|X|
13 Percent of Class Represented By Amount in Row (11)
87.2%
14 Type of Reporting Person (See Instructions)
PN; IA
----------
** See Item 6 of Amendment No. 14 to Schedule 13D.
SCHEDULE 13D
CUSIP No. 096227103 Page 4 of 11 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
QIH MANAGEMENT, INC.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. | |
b. |X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 34,778,119
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 34,778,119
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
34,778,119**
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|X|
13 Percent of Class Represented By Amount in Row (11)
87.2%
14 Type of Reporting Person (See Instructions)
CO
----------
** See Item 6 of Amendment No. 14 to Schedule 13D.
SCHEDULE 13D
CUSIP No. 096227103 Page 5 of 11 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. | |
b. |X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 34,778,119
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 34,778,119
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
34,778,119**
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|X|
13 Percent of Class Represented By Amount in Row (11)
87.2%
14 Type of Reporting Person (See Instructions)
OO; IA
----------
** See Item 6 of Amendment No. 14 to Schedule 13D.
SCHEDULE 13D
CUSIP No. 096227103 Page 6 of 11 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
SFM DOMESTIC INVESTMENTS LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. | |
b. |X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 1,137,946
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,137,946
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,137,946**
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
10.0%
14 Type of Reporting Person (See Instructions)
OO
----------
** See Item 6 of Amendment No. 14 to Schedule 13D.
SCHEDULE 13D
CUSIP No. 096227103 Page 7 of 11 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. | |
b. |X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 35,916,065
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 35,916,065
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
35,916,065**
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
87.9%
14 Type of Reporting Person (See Instructions)
IA
----------
** See Item 6 of Amendment No. 14 to Schedule 13D.
Page 8 of 11 Pages
This Amendment No. 16 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. 16 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. 16 is being filed by the Reporting Persons to supplementally
amend Items 2 and 6 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");
(v) SFM Domestic Investments LLC ("SFM Domestic Investments"); and
(vi) Mr. George Soros ("Mr. Soros").
This Statement relates to the Shares held for the accounts of QIP and
SFM Domestic Investments.
On December 27, 2002, Mr. Soros appealed a decision of the 11e Chambre
du Tribunal Correctionnel in Paris, France that fined him $2.28 million on
December 20, 2002 based on a finding of insider trading with respect to trading
in securities of Societe Generale in 1988. Mr. Soros has elected to provide the
foregoing information on a voluntary basis.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On December 18, 2002, QIP extended the Standby Letter of Credit (as
such term is defined in Item 6 of Amendment No. 10 to Schedule 13D) until
November 15, 2003.
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 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: December 31, 2002 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.
Vice President
QIH MANAGEMENT, INC.
By: /s/ Richard D. Holahan, Jr.
-----------------------------------
Richard D. Holahan, Jr.
Vice President
SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
-----------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
SFM DOMESTIC INVESTMENTS LLC
By: George Soros
Its Managing Member
By: /s/ Richard D. Holahan, Jr.
-----------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
-----------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Page 10 of 11 Pages
EXHIBIT INDEX
NNN. Power of Attorney, dated as of October 30, 2002, granted
by Mr. George Soros in favor of Mr. Armando T. Belly, Ms.
Jodye Anzalotta, Mr. John F. Brown, Ms. Maryann Canfield, Mr.
Richard D. Holahan, Jr. and Mr. Robert Soros.................. 11
Page 11 of 11 Pages
EXHIBIT NNN
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, JOHN F. BROWN, MARYANN
CANFIELD, RICHARD D. HOLAHAN, JR. and ROBERT SOROS 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 ("SFM LLC") and each of its affiliates
or entities advised by me or SFM 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, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, 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
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 and 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 these attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
Execution of this power of attorney revokes that certain Power of Attorney dated
as of the 15th day of January 2002 with respect to the same matters addressed
above.
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 30th day of
October, 2002.
/s/ George Soros
-----------------------------------
GEORGE SOROS