UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
JETBLUE AIRWAYS CORPORATION
---------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
477143101
---------
(CUSIP Number)
December 31, 2002
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the
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 18 Pages
Exhibit Index: Page 14
SCHEDULE 13G
CUSIP No. 477143101 Page 2 of 18 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 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 9,536,138
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 9,536,138
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
9,536,138
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
22.53%
12 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13G
CUSIP No. 477143101 Page 3 of 18 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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 9,536,138
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 9,536,138
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
9,536,138
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
22.53%
12 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13G
CUSIP No. 477143101 Page 4 of 18 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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 9,536,138
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 9,536,138
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
9,536,138
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
22.53%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 477143101 Page 5 of 18 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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 9,536,138
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 9,536,138
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
9,536,138
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
22.53%
12 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13G
CUSIP No. 477143101 Page 6 of 18 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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 4,764,337
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 4,764,337
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,764,337
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
11.25%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 477143101 Page 7 of 18 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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 14,300,475
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 14,300,475
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
14,300,475
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
33.78%
12 Type of Reporting Person (See Instructions)
IA
Page 8 of 18 Pages
Item 1(a). Name of Issuer:
JetBlue Airways Corporation (the "Issuer")
Item 1(b). Address of the Issuer's Principal Executive Offices:
80-02 Kew Gardens Road, Kew Gardens, New York 11415
Item 2(a). Name of Person Filing:
The Statement is 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 Shares (as defined herein) held for the
accounts of QIP and SFM Domestic Investments.
QIHMI, an investment advisory firm, is vested with investment
discretion over the Shares held for the account of QIP. The sole general partner
of QIHMI is QIH Management. Soros Private Funds Management LLC, a Delaware
limited liability company ("SPFM"), is the sole managing member of QIH
Management. Mr. Soros is the sole member of SPFM. Mr. Soros has entered into an
agreement dated as of January 1, 1997 with SFM LLC, pursuant to which he has
agreed to use his best efforts to cause QIH Management to act at the direction
of SFM LLC. Mr. Soros is the Chairman of SFM LLC and the sole managing member of
SFM Domestic Investments.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of QIHMI,
QIH Management, SFM LLC, SFM Domestic Investments and Mr. Soros is 888 Seventh
Avenue, 33rd Floor, New York, New York 10106. The address of the principal
business office of QIP is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles.
Item 2(c). Citizenship:
i) QIP is a Cayman Islands exempted limited duration company;
ii) QIHMI is a Delaware limited partnership;
iii) QIH Management is a Delaware limited liability company;
iv) SFM LLC is a Delaware limited liability company;
v) SFM Domestic Investments is a Delaware limited liability
company; and
vi) Mr. Soros is a United States citizen.
Page 9 of 18 Pages
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share (the "Shares").
Item 2(e). CUSIP Number:
477143101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a). Amount Beneficially Owned:
As of December 31, 2002, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed
the beneficial owner of the 9,536,138 Shares held for the
account of QIP.
(ii) SFM Domestic Investments may be deemed the beneficial owner
of 4,764,337 Shares held for its account.
(iii) Mr. Soros may be deemed the beneficial owner of 14,300,475
Shares. This number includes (A) 9,536,138 Shares held for
the account of QIP and (B) 4,764,337 Shares held for the
account of SFM Domestic Investments.
Item 4(b). Percent of Class:
(i) The number of Shares of which each of QIP, QIHMI, QIH
Management and SFM LLC may be deemed to be the beneficial
owner constitutes approximately 22.53% of the total number
of Shares outstanding.
(ii) The number of shares of which SFM Domestic Investments
may be deemed to be the beneficial owner constitutes
approximately 11.25% of the total number of Shares
outstanding.
(iii)The number of Shares of which Mr. Soros may be deemed to be
the beneficial owner constitutes approximately 33.78% of the
total number of Shares outstanding.
Page 10 of 18 Pages
Item 4(c). Number of shares as to which such person has:
QIP, QIHMI, QIH Management and SFM LLC:
---------------------------------------
(i) Sole power to vote or to direct the vote: 9,536,138
(ii) Shared power to vote or to direct the vote: 0
(iii)Sole power to dispose or to direct the disposition of: 9,536,138
(iv) Shared power to dispose or to direct the disposition
of: 0
SFM Domestic Investments:
-------------------------
(i) Sole power to vote or to direct the vote: 4,764,337
(ii) Shared power to vote or to direct the vote: 0
(iii)Sole power to dispose or to direct the disposition of: 4,764,337
(iv) Shared power to dispose or to direct the disposition
of: 0
Mr. Soros:
----------
(i) Sole power to vote or to direct the vote: 14,300,475
(ii) Shared power to vote or to direct the vote: 0
(iii)Sole power to dispose or to direct the disposition of: 14,300,475
(iv) Shared power to dispose or to direct the disposition
of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(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 sale
of, the Shares 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, and proceeds from the sale of,
the Shares held for the account of SFM Domestic Investments in accordance with
their membership interests in SFM Domestic Investments.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Page 11 of 18 Page
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
Page 12 of 18 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 14, 2003 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: February 14, 2003 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/ Richard D. Holahan, Jr.
------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: February 14, 2003 QIH MANAGEMENT LLC
By: Soros Private Funds Management LLC,
its Managing Member
By George Soros,
Its Sole Member
By: /s/ Richard D. Holahan, Jr.
------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: February 14, 2003 SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
------------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Page 13 of 18 Pages
Date: February 14, 2003 SFM DOMESTIC INVESTMENTS LLC
By: George Soros,
Its Managing Member
By: /s/ Richard D. Holahan, Jr.
------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: February 14, 2003 GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Page 14 of 18 Page
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated February 14, 2003 by and
among Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management LLC, Soros Fund
Management LLC, SFM Domestic Investments LLC, and Mr.
George Soros............................................ 15
B. Power of Attorney, dated as of February 14, 2003,
granted by Quantum Industrial Partners LDC in favor of
Mr. Armando T. Belly, Ms. Jodye Anzalotta, Ms. Maryann
Canfield, Mr. John F. Brown, Mr. Abbas Zuaiter, Mr.
Richard D. Holahan, Jr. and Mr. Robert
Soros.................................................. 17
C. 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............................................ 18