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. 9)*
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)
March 28, 2001
--------------------
(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
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 16,915,963
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 16,915,963
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,915,963
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
76.95%
14 Type of Reporting Person*
OO; IV
*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 16,915,963
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 16,915,963
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,915,963
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
76.95%
14 Type of Reporting Person*
PN; IA
*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 16,915,963
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 16,915,963
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,915,963
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
76.95%
14 Type of Reporting Person*
CO
*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 16,915,963
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 16,915,963
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,915,963
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
76.95%
14 Type of Reporting Person*
OO; IA
*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
SFM DOMESTIC INVESTMENTS LLC
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
Delaware
7 Sole Voting Power
Number of 553,579
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 553,579
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
553,579
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
5.75%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 096227103 Page 7 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 17,469,542
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 17,469,542
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
17,469,542
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
77.98%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 11 Pages
This Amendment No. 9 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. 9 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. 9 is being filed by the Reporting Persons to report that the
Issuer has concluded the Rights Offering (as defined herein) and that QIP (as
defined herein) and SFM Domestic Investments (as defined herein) have paid the
purchase price for additional Shares of 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");
(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
On March 28, 2001, QIP expended approximately $9,683,117 of
its working capital to purchase the Shares reported herein as being acquired
since February 13, 2001 (the date of the last filing on Schedule 13D). SFM
Domestic Investments expended approximately $316,883 of its working capital to
purchase the Shares reported herein as being acquired since February 13, 2001
(the date of the last filing on Schedule 13D).
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 11 Pages
Item 5. Interest in Securities of the Issuer
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be
deemed the beneficial owner of 16,915,963 Shares (approximately 76.95% 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)
4,138,084 Shares, B) 3,806,923 Shares issuable upon the conversion of 445,410
shares of Series A Preferred Stock, C) 8,607,843 Shares issuable upon the
conversion of 8,607,843 shares of Series B Preferred Stock and D) 363,113 Shares
issuable upon the exercise of warrants held for the account of QIP.
(ii) SFM Domestic Investments may be deemed the beneficial
owner of 553,579 Shares (approximately 5.75% 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) 135,420 Shares, B) 124,701 Shares
issuable upon the conversion of 14,590 shares of Series A Preferred Stock held
for its account, C) 281,571 Shares issuable upon the conversion of 281,571
shares of Series B Preferred Stock held for its account and D) 11,887 Shares
issuable upon the exercise of warrants held for its account.
(iii) Mr. Soros may be deemed the beneficial owner of
17,469,542 Shares (approximately 77.98% 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) 4,138,084 Shares held for the account of QIP, B) 3,806,923 Shares issuable
upon the conversion of 445,410 shares of Series A Preferred Stock held for the
account of QIP, C) 8,607,843 Shares issuable upon the conversion of 8,607,843
shares of Series B Preferred Stock held for the account of QIP, D) 363,113
Shares issuable upon the exercise of warrants held for the account of QIP, E)
135,420 Shares held for the account of SFM Domestic Investments, F) 124,701
Shares issuable upon the conversion of 14,590 shares of Series A Preferred Stock
held for the account of SFM Domestic Investments, G) 281,571 Shares issuable
upon the conversion of 281,571 shares of Series B Preferred Stock held for the
account of SFM Domestic Investments and H) 11,887 Shares issuable upon the
exercise of warrants held for the account of SFM Domestic Investments.
(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 16,915,963 Shares held for the account of QIP
(assuming the conversion of all the Series A Preferred Stock and the Series B
Preferred Stock, and the exercise of all warrants held for the account of QIP.)
(ii) SFM Domestic Investments may be deemed to have the sole
power to direct the voting and disposition of the 553,579 Shares held for its
account (assuming the conversion of all the Series A Preferred Stock and the
Series B Preferred Stock, and the exercise of all warrants held for its
account.)
(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 17,469,542
Shares held for the accounts of QIP and SFM Domestic Investments. This number
consists of A) 16,915,963 Shares held for the account of QIP (assuming the
conversion of all the Series A Preferred Stock and the Series B Preferred Stock,
and the exercise of all warrants held for the account of QIP) and B) 553,579
Shares held for the account of SFM Domestic Investments (assuming the conversion
of all the Series A Preferred Stock and the Series B Preferred Stock, and the
exercise of all the warrants held for the account of SFM Domestic Investments).
(c) Except for the transactions described in Item 6 below,
there have been no transactions effected with respect to the Shares since
February 13, 2001 (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.
Page 10 of 11 Pages
(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 November 13, 2000, QIP and SFM Domestic Investments entered
into an Investment Agreement with the Issuer (a copy of which was previously
filed as Exhibit LL to Schedule 13D Amendment No. 7 and is incorporated by
reference in response to this Item 6). The Investment Agreement required the
Issuer, subject to the satisfaction of certain conditions, all of which were
fulfilled by February 5, 2001, to undertake a rights offering of $20,000,000 of
the Shares to holders of common stock at a price per share of $2.34 (the "Rights
Offering"). The total dollar amount of Shares purchased by QIP and SFM Domestic
Investments at $2.34 per share would be equal to the difference between
$20,000,000 and the amount purchased by the Issuer's stockholders, but in no
event would QIP and SFM Domestic Investments purchase more than $10,000,000 in
the aggregate. The Rights Offering concluded on March 26, 2001. On March 28,
2001, QIP and SFM Domestic Investments paid an aggregate of approximately
$10,000,000 for 4,273,504 Shares which, as of February 5, 2001, they were
obligated to purchase pursuant to and subject to the terms of the Investment
Agreement. QIP and SFM Domestic Investments now hold in the aggregate 77.98% of
the outstanding Shares (assuming the conversion of all the Series A Preferred
Stock, Series B Preferred Stock and warrants to acquire the Shares held by such
entities).
Item 7. Material to be Filed as Exhibits
Not applicable.
Page 11 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: March 30, 2001 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: March 30, 2001 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /s/ Richard D. Holahan, Jr.
----------------------------
Richard D. Holahan, Jr.
Secretary
Date: March 30, 2001 QIH MANAGEMENT, INC.
By: /s/ Richard D. Holahan, Jr.
----------------------------
Richard D. Holahan, Jr.
Secretary
Date: March 30, 2001 SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
----------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Date: March 30, 2001 SFM DOMESTIC INVESTMENTS LLC
By: /s/ Richard D. Holahan, Jr.
----------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: March 30, 2001 GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
----------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact