UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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)
March 17, 2003
-----------------------
(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 23 Pages
Exhibit Index: Page 13
CUSIP No. 096227103 Page 2 of 23 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 46,914,240
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 46,914,240
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
46,914,240
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)
89.1%
14 Type of Reporting Person (See Instructions)
OO; IV
CUSIP No. 096227103 Page 3 of 23 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 46,914,240
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 46,914,240
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
46,914,240
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)
89.1%
14 Type of Reporting Person (See Instructions)
PN; IA
CUSIP No. 096227103 Page 4 of 23 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
QIH 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 46,914,240
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 46,914,240
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
46,914,240
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)
89.1%
14 Type of Reporting Person (See Instructions)
OO
CUSIP No. 096227103 Page 5 of 23 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 46,914,240
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 46,914,240
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
46,914,240
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)
89.1%
14 Type of Reporting Person (See Instructions)
OO; IA
CUSIP No. 096227103 Page 6 of 23 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 1,535,123
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,535,123
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,535,123
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)
12.4%
14 Type of Reporting Person (See Instructions)
OO
CUSIP No. 096227103 Page 7 of 23 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 48,449,363
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 48,449,363
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
48,449,363
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
89.7%
14 Type of Reporting Person (See Instructions)
IA
Page 8 of 23 Pages
This Amendment No. 18 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. 18 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. 18 is being filed by the Reporting Persons to report, among
other things, that QIP (as defined herein) agreed to amend the terms of the
Reimbursement Agreement with the Issuer to increase the amount and extend the
terms of the Standby Letter of Credit as described herein. In connection with
this agreement, QIP and SFM Domestic Investments (as defined herein) each
received from the Issuer warrants to purchase Shares. 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 LLC ("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.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in Item 6 hereof is hereby incorporated by
reference into this Item 3.
In consideration for and as a condition to QIP's agreement to increase
the amount of the Standby Letter of Credit (as defined herein) from $1.5 million
to $2.0 million and to extend the term of the Standby Letter of Credit until
November 15, 2004, QIP and SFM Domestic Investments each received from the
Issuer, among other things, a Standby Extension Warrant (as defined herein).
Pursuant to an understanding between QIP and SFM Domestic Investments, SFM
Domestic Investments has agreed to reimburse QIP for its proportionate share
(based upon QIP's and SFM Domestic Investments' relative ownership in the
Issuer) of monies paid by QIP pursuant to the Standby Letter of Credit.
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.
Page 9 of 23 Pages
Item 5. Interest in Securities of the Issuer
The information set forth in Item 6 hereof is hereby incorporated by
reference into this Item 5.
According to information provided to the Reporting Persons from the
Issuer, as of March 19, 2003, 11,240,568 Shares were outstanding.
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed
the beneficial owner of 46,914,240 Shares (approximately 89.1% of the total
number of Shares outstanding assuming the exercise and conversion of all of the
securities held for the account of QIP). This number consists of A) 5,287,082
Shares, B) 3,806,923 Shares issuable upon the conversion of 445,410 shares of
Series A Preferred Stock, C) 26,503,095 Shares issuable upon the conversion of
8,607,843 shares of Series B Preferred Stock, D) 1,274,078 Shares currently
issuable upon the conversion of 968.3 shares of Series C Preferred Stock held
for the account of QIP, E) 9,092,525 Shares currently issuable upon the
conversion of the 6,910.319 shares of Series D Preferred Stock held for the
account of QIP, and F) 950,537 Shares issuable upon the exercise of warrants
held for the account of QIP,
(ii) SFM Domestic Investments may be deemed the beneficial owner
of 1,535,123 Shares (approximately 12.4% of the total number of Shares
outstanding assuming the exercise and conversion of all the securities held for
its account). This number consists of A) 172,995 Shares, B) 124,700 Shares
issuable upon the conversion of 14,590 shares of Series A Preferred Stock held
for its account, C) 866,942 Shares issuable upon the conversion of 281,571
shares of Series B Preferred Stock held for its account, D) 41,710 Shares
currently issuable upon the conversion of 31.7 shares of Series C Preferred
Stock held for its account, E) 297,669 Shares issuable upon the conversion of
226.229 shares of Series D Preferred Stock held for its account, and F) 31,107
Shares issuable upon the exercise of warrants held for its account,
(iii) Mr. Soros may be deemed the beneficial owner of 48,449,363
Shares (approximately 89.7% of the total number of Shares outstanding assuming
the exercise and conversion of all of the securities held for the accounts of
QIP and SFM Domestic Investments). This number consists of A) 46,914,240 Shares
which may be deemed to be beneficially owned by QIP as described above, and B)
1,535,123 Shares which may be deemed to be beneficially owned by SFM Domestic
Investments as described above. Mr. Soros disclaims beneficial ownership of any
securities not held directly for his account.
(b) (i) Each of QIP, QIHMI, QIH Management and SFM LLC (by virtue of
the QIP contract) may be deemed to have the sole power to direct the voting and
disposition of the 46,914,240 Shares which may be deemed to be beneficially
owned by QIP as described above.
Page 10 of 23 Pages
(ii) SFM Domestic Investments may be deemed to have the sole
power to direct the voting and disposition of the 1,535,123 Shares which may be
deemed to be beneficially owned by SFM Domestic Investments as described above.
(iii) Mr. Soros (as a result of his position with SFM LLC and in
his capacity as the sole managing member of SFM Domestic Investments) may be
deemed to have the sole power to direct the voting and disposition of the
48,449,363 Shares which may be deemed to be beneficially owned by QIP and SFM
Domestic Investments as described above.
(c) Except for the transactions described in Item 6 below, which were
effected in a privately negotiated transaction, there have been no transactions
effected with respect to the Shares since March 14, 2003 (the date of the last
filing on Schedule 13D) by any of the Reporting Persons.
(d) (i) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, have
the right to participate in the receipt of dividends from, or proceeds from the
sales of, the securities held for the account of QIP in accordance with their
ownership interests in QIP.
(ii) Certain members of SFM Domestic Investments have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the securities held for the account of SFM Domestic Investments.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On March 17, 2003, the Issuer entered into Amendment #2 to
Reimbursement Agreement with QIP ("Amendment #2"), amending the Reimbursement
Agreement (a copy of which is incorporated hereto by reference as Exhibit SS to
Amendment No. 10 to the Initial Statement. A copy of the form of Amendment #2 is
incorporated by reference hereto as Exhibit RRR, and is incorporated herein by
reference in response to this Item 6. Pursuant to Amendment #2, the Issuer and
QIP amended the Reimbursement Agreement to (1) increase the amount of the
Standby Letter of Credit from $1.5 million to $2.0 million, and (2) extend the
term of the Standby Letter of Credit until November 15, 2004.
As partial consideration for and as a condition of QIP's agreement to
enter into Amendment #2, and SFM Domestic Investments' agreement to reimburse
QIP for its proportionate share (based upon QIP's and SFM Domestic Investments'
relative ownership in the Issuer) of monies paid by QIP pursuant to the Standby
Letter of Credit, the Issuer agreed to issue warrants to QIP and SFM Domestic
Investments granting them the right to subscribe for and purchase an aggregate
amount of 25,000 shares. Of this amount, (1) QIP was granted the right to
subscribe for and purchase 24,208 Shares and (2) SFM Domestic Investments was
granted the right to subscribe for and purchase 792 Shares (collectively, the
"Standby Extension Warrants"). A copy of the form of the Standby Extension
Warrants is incorporated by reference hereto as Exhibit SSS, and is incorporated
herein by reference in response to this Item 6. The exercise price of the
Standby Extension Warrants is $0.78 per share. The Standby Extension Warrants
are exercisable immediately beginning on March 17, 2003 and expire on March 17,
2013.
Page 11 of 23 Pages
The foregoing description of Amendment #2 and the Standby Extension
Warrants do not purport to be complete and are qualified in their entirety by
the terms of the related documents which are incorporated herein by reference.
Except as set forth herein, the Reporting Persons do no 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 12 of 23 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 19, 2003 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ John F. Brown
-----------------------------------
John F. Brown
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Private Funds Management LLC,
its Managing Member
By: George Soros
its Sole Member
By: /s/ John F. Brown
-----------------------------------
John F. Brown
Attorney-in-Fact
QIH MANAGEMENT LLC
By: Soros Private Funds Management LLC,
its Managing Member
By: George Soros
its Sole Member
By: /s/ John F. Brown
-----------------------------------
John F. Brown
Attorney-in-Fact
SOROS FUND MANAGEMENT LLC
By: /s/ John F. Brown
-----------------------------------
John F. Brown
Assistant Counsel
SFM DOMESTIC INVESTMENTS LLC
By: George Soros
Its Managing Member
By: /s/ John F. Brown
-----------------------------------
John F. Brown
Attorney-in-Fact
GEORGE SOROS
By: /s/ John F. Brown
-----------------------------------
John F. Brown
Attorney-in-Fact
Page 13 of 23 Pages
EXHIBIT INDEX
RRR. Form of Amendment No. 2 to Reimbursement
Agreement, dated March 17, 2003, by and between
Bluefly, Inc. and Quantum Industrial Partners LDC..... 14
SSS. Form of Warrant to Purchase Shares of Bluefly,
Inc., dated March 17, 2003, issued to Quantum
Industrial Partners LDC............................... 15