-----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, EyA8ucchHIUuRkD6r1j/o4HOb7HbGlsLPQ8peLp9B81XF9q3dkpFwFvtRGZIIvQJ w87DV2A3ieM000YTVBI9Ng== /in/edgar/work/20000706/0000921530-00-000129/0000921530-00-000129.txt : 20000920 0000921530-00-000129.hdr.sgml : 20000920 ACCESSION NUMBER: 0000921530-00-000129 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000706 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 GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURAGEN CORP CENTRAL INDEX KEY: 0001030653 STANDARD INDUSTRIAL CLASSIFICATION: [8731 ] IRS NUMBER: 061331400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-53811 FILM NUMBER: 668364 BUSINESS ADDRESS: STREET 1: 555 LONG WHARF DRIVE STREET 2: 11TH FL CITY: NEW HAVEN STATE: CT ZIP: 06511 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 13G/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 13G/A 1 0001.txt AMEND #3 TO 13G RE CURAGEN CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)* CURAGEN CORPORATION -------------------- (Name of Issuer) Common Stock, $0.01 Par Value ----------------------------- (Title of Class of Securities) 23126R101 ------------------ (CUSIP Number) July 1, 2000 --------------------------------- (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) [X] Rule 13d-1(c) [ ] 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 disclosure 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 page(s) Page 1 of 14 Pages SCHEDULE 13G CUSIP No. 23126R101 Page 2 of 14 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 2,126,950 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,126,950 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,126,950 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.77% 12 Type of Reporting Person* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 23126R101 Page 3 of 14 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,126,950 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,126,950 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,126,950 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.77% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 23126R101 Page 4 of 14 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,126,950 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,126,950 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,126,950 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.77% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 23126R101 Page 5 of 14 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,408,200 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,408,200 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,408,200 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.48% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 23126R101 Page 6 of 14 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) 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 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 2,408,200 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,408,200 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,408,200 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.48% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 23126R101 Page 7 of 14 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) STANLEY F. DRUCKENMILLER 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 14 Pages Item 1(a) Name of Issuer: Curagen Corporation (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 555 Long Wharf Drive, 11th Floor, New Haven, Connecticut 06511 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, Inc. ("QIH Management"); iv) Soros Fund Management LLC ("SFM LLC"); v) Mr. George Soros ("Mr. Soros"); and vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"). This Statement relates to Shares (as defined herein) held for the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), and QIP. SFM LLC serves as principal investment manager to Quantum Partners. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. Effective as of July 1, 2000, Mr. Druckenmiller ceased to be the Lead Portfolio Manager of, and is no longer employed by, SFM LLC and, as a result of a reorganization of SFM LLC, the Management Committee has been eliminated. Mr. Druckenmiller no longer may be deemed the beneficial owner of securities held for the accounts of Quantum Partners and QIP, and is no longer a Reporting Person. Mr. Soros is the Chairman and President of SFM LLC. QIHMI, an investment advisory firm, is vested with investment discretion over the Shares held for the account of QIP. Mr. Soros is the sole shareholder of QIH Management, which is the sole general partner of QIHMI. Mr. Soros has entered into an agreement pursuant to which he has agreed to use his best efforts to cause QIH Management, as the general partner of QIHMI, to act at the direction of SFM LLC. Page 9 of 14 Pages 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 and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 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 corporation; iv) SFM LLC is a Delaware limited liability company; and v) Mr. Soros is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value (the "Shares"). Item 2(e) CUSIP Number: 23126R101 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of July 5, 2000, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of QIP, QIHMI and QIH Management may be deemed the beneficial owner of the 2,126,950 Shares held for the account of QIP (assumes the exercise of 750,000 warrants into 281,250 Shares). (ii) Each of SFM LLC and Mr. Soros may be deemed the beneficial owner of 2,408,200 Shares. This number includes (A) 2,126,950 Shares held for the account of QIP (assumes the exercise of 750,000 warrants into 281,250 Shares) and (B) 281,250 Shares held for the account of Quantum Partners (assumes the exercise of 750,000 warrants into 281,250 Shares). Page 10 of 14 Pages Item 4(b) Percent of Class: (i) The number of Shares of which each of QIP, QIHMI and QIH may be deemed to be the beneficial owner constitutes approximately 5.77% of the total number of Shares outstanding. (ii) The number of Shares of which SFM LLC and Mr. Soros may be deemed to be the beneficial owner constitutes approximately 6.48% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: QIP --- (i) Sole power to vote or to direct the vote: 2,126,950 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,126,950 (iv) Shared power to dispose or to direct the disposition of: 0 QIHMI ----- (i) Sole power to vote or to direct the vote: 2,126,950 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,126,950 (iv) Shared power to dispose or to direct the disposition of: 0 QIH --- (i) Sole power to vote or to direct the vote: 2,126,950 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,126,950 (iv) Shared power to dispose or to direct the disposition of: 0 Page 11 of 14 Pages SFM LLC ------- (i) Sole power to vote or to direct the vote: 2,408,200 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,408,200 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 2,408,200 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,408,200 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: As of July 1, 2000, Mr. Druckenmiller ceased to be the beneficial owner of more than five percent of the Shares. 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) The shareholders of Quantum Partners, including Quantum Endowment Fund N.V., a Netherlands Antilles company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by Quantum Partners in accordance with their ownership interests in Quantum Partners. Each of QIP, QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares held directly for the account of Quantum Partners. 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. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Page 12 of 14 Pages Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 13 of 14 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: July 5, 2000 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ RICHARD D. HOLAHAN, JR. ------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: July 5, 2000 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., its General Partner By: /S/ RICHARD D. HOLAHAN, JR. ------------------------- Richard D. Holahan, Jr. Secretary Date: July 5, 2000 QIH MANAGEMENT, INC. By: /S/ RICHARD D. HOLAHAN, JR. ------------------------- Richard D. Holahan, Jr. Secretary Date: July 5, 2000 SOROS FUND MANAGEMENT LLC By: /S/ RICHARD D. HOLAHAN, JR. ------------------------- Richard D. Holahan, Jr. Assistant General Counsel Date: July 5, 2000 GEORGE SOROS By: /S/ RICHARD D. HOLAHAN, JR. ------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 14 of 14 Pages Date: July 5, 2000 STANLEY F. DRUCKENMILLER By: /S/ RICHARD D. HOLAHAN, JR. ------------------------- Richard D. Holahan, Jr. Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----