-----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, PRonrknOYgahJJamaOrN1Hnyfs2cOC9nidmIRaM8+FR9nOzp4u7MsIrDlo2jY0Zb AeQ773Y85LcHubGfwEp08g== 0000921530-99-000050.txt : 19990215 0000921530-99-000050.hdr.sgml : 19990215 ACCESSION NUMBER: 0000921530-99-000050 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990212 GROUP MEMBERS: CHATTERJEE ADVISORS LLC GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: PURNENDU CHATTERJEE 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 GROUP MEMBERS: WINSTON PARTNERS II LDC GROUP MEMBERS: WINSTON PARTNERS II LLC GROUP MEMBERS: WINSTON PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYBASE INC CENTRAL INDEX KEY: 0000768262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942951005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-43245 FILM NUMBER: 99537811 BUSINESS ADDRESS: STREET 1: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5109223500 MAIL ADDRESS: STREET 1: 6475 CHRISTIE AVE STREET 2: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 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 AMENDMENT #1 TO SCHEDULE 13G RE SYBASE, INC. 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. 1)* SYBASE, INC. -------------------- (Name of Issuer) Common Stock, $.001 Par Value --------------------------------------- (Title of Class of Securities) 871130100 -------------- (CUSIP Number) December 31, 1998 --------------------------------------- (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 disclosures provided in a prior cover page. The information required in 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 page(s) Page 1 of 30 Pages Exhibit Index: Page 27 SCHEDULE 13G CUSIP No. 871130100 Page 2 of 30 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 0 Shares Beneficially 6 Shared Voting Power Owned By 317,600 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 317,600 9 Aggregate Amount Beneficially Owned by Each Reporting Person 317,600/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .39% 12 Type of Reporting Person* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 3 of 30 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 0 Shares Beneficially 6 Shared Voting Power Owned By 317,600 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 317,600 9 Aggregate Amount Beneficially Owned by Each Reporting Person 317,600/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .39% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 4 of 30 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 0 Shares Beneficially 6 Shared Voting Power Owned By 317,600 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 317,600 9 Aggregate Amount Beneficially Owned by Each Reporting Person 317,600/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .39% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 5 of 30 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 672,200 Shares Beneficially 6 Shared Voting Power Owned By 317,600 Each Reporting 7 Sole Dispositive Power Person 672,200 With 8 Shared Dispositive Power 317,600 9 Aggregate Amount Beneficially Owned by Each Reporting Person 989,800/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.21% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 6 of 30 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 682,400 Shares Beneficially 6 Shared Voting Power Owned By 989,800 Each Reporting 7 Sole Dispositive Power Person 682,400 With 8 Shared Dispositive Power 989,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,672,200/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.05% 12 Type of Reporting Person* IA; IN * SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 7 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) STANLEY F. DRUCKENMILLER (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 0 Shares Beneficially 6 Shared Voting Power Owned By 989,800 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 989,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 989,800/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 1.21% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 8 of 30 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY) WINSTON PARTNERS, 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 465,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 465,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 465,000/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .57% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 9 of 30 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY) CHATTERJEE FUND MANAGEMENT, 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 465,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 465,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 465,000/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .57% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 10 of 30 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY) WINSTON PARTNERS II 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 2,162,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,162,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,162,000/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.65% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 11 of 30 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY) WINSTON PARTNERS II 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 1,403,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,403,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,403,000/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.72% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 12 of 30 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY) CHATTERJEE ADVISORS 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 3,565,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 3,565,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 3,565,000/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 4.36% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 13 of 30 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY) CHATTERJEE MANAGEMENT COMPANY 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 3,565,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 3,565,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 3,565,000/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 4.36% 12 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. SCHEDULE 13G CUSIP No. 871130100 Page 14 of 30 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY) DR. PURNENDU CHATTERJEE (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 4,030,000 Shares Beneficially 6 Shared Voting Power Owned By 317,600 Each Reporting 7 Sole Dispositive Power Person 4,030,000 With 8 Shared Dispositive Power 317,600 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,347,600/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.32% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________ /1/ Position as of February 11, 1999. Page 15 of 30 Pages Item 1(a) Name of Issuer: Sybase, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 6475 Christie Avenue, Emeryville, CA 94608. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Quantum Industrial Partners LDC, a Cayman Islands exempted limited duration company ("QIP"); ii) QIH Management Investor, L.P., a Delaware limited partnership ("QIHMI"); iii) QIH Management, Inc., a Delaware corporation ("QIH Management"); iv) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"); v) Mr. George Soros ("Mr. Soros"); vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); vii) Winston Partners, L.P., a Delaware limited partnership ("Winston L.P."); viii) Chatterjee Fund Management, L.P., a Delaware limited partnership ("CFM"); ix) Winston Partners II LDC, a Cayman Islands exempted limited duration company ("Winston LDC"); x) Winston Partners II LLC, a Delaware limited liability company ("Winston LLC"); xi) Chatterjee Advisors LLC, a Delaware limited liability company ("Chatterjee Advisors"); xii) Chatterjee Management Company, a Delaware Corporation ("Chatterjee Management"); and xiii) Dr. Purnendu Chatterjee ("Dr. Chatterjee"). 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"), QIP and Mr. Soros. SFM LLC, a Delaware limited liability company, serves as principal investment manager to Quantum Partners Page 16 of 30 Pages and as such, has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. 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, the sole general partner of QIHMI, and Chairman of SFM LLC. Mr. Soros has entered into an agreement pursuant to which he has agreed to use his best efforts to cause QIH Management to act at the direction of SFM LLC. Mr. Druckenmiller is Lead Portfolio Manager and a Member of the Management Committee of SFM LLC. Dr. Chatterjee serves as a sub-investment advisor to QIP. Dr. Chatterjee has also provided advice to Mr. Soros relating to his personal investment in Shares. This Statement also relates to Shares held for the accounts of Winston L.P., Winston LDC and Winston LLC. CFM is a Delaware limited partnership and the general partner of Winston L.P. Dr. Chatterjee is the sole general partner of CFM. Chatterjee Advisors, a Delaware limited liability company that is managed and controlled by Dr. Chatterjee, serves as the manager, and is responsible for supervising the operations, of each of Winston LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC. Chatterjee Management, a Delaware corporation that is managed and controlled by Dr. Chatterjee, serves as investment advisor to each of Winston LDC and Winston LLC pursuant to investment management contracts between Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston LLC. Chatterjee Advisors, as the manager of each of Winston LDC and Winston LLC, and by reason of its ability as manager to terminate the contractual relationship of Winston LDC and Winston LLC with Chatterjee Management within 60 days, and Chatterjee Management, by reason of its voting and dispositive power over securities held for the accounts of Winston LDC and Winston LLC, may each be deemed to be the beneficial owner of securities (including the Shares) held for the account of each of Winston LDC and Winston LLC. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of QIP and Winston LDC is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The address of the principal business office of each of QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. The address of the principal business office of each of Winston L.P., CFM, Winston LLC, Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106. 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; Page 17 of 30 Pages v) Mr. Soros is a United States citizen; vi) Mr. Druckenmiller is a United States citizen; vii) Winston L.P., is a Delaware limited partnership; viii) CFM is a Delaware limited partnership; ix) Winston LDC is a Cayman Islands exempted limited duration company; x) Winston LLC is a Delaware limited liability company; xi) Chatterjee Advisors is a Delaware limited liability company; xii) Chatterjee Management is a Delaware Corporation; and xiii) Dr. Chatterjee is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $.001 par value (the "Shares"). Item 2(e) CUSIP Number: 871130100 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 February 11, 1999, 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 317,600 Shares held for the account of QIP. (ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of 989,800 Shares. This number consists of (A) 672,200 Shares held for the account of Quantum Partners and (B) 317,600 Shares held for the account of QIP. (iii) Mr. Soros may be deemed the beneficial owner of 1,672,200 Shares. This number consists of (A) 682,400 Shares held for his personal account, (B) 672,200 Page 18 of 30 Pages Shares held for the account of Quantum Partners, and (C) 317,600 Shares held for the account of QIP. (iv) Each of Winston L.P. and CFM may be deemed to be the beneficial owner of the 465,000 Shares held for the account of Winston Partners L.P. (v) Winston LDC may be deemed the beneficial owner of the 2,162,000 Shares held for its account. (vi) Winston LLC may be deemed the beneficial owner of 1,403,000 Shares held for its account. (vii) Each of Chatterjee Management and Chatterjee Advisors may be deemed the beneficial owner of 3,565,000 Shares. This number consists of (A) 2,162,000 Shares held for the account of Winston LDC and (B) 1,403,000 Shares held for the account of Winston LLC. (viii)Dr. Chatterjee may be deemed the beneficial owner of 4,347,600 Shares. This number consists of (A) 465,000 Shares held for the account of Winston L.P., (B) 2,162,000 Shares held for the account of Winston LDC, (C) 1,403,000 Shares held for the account of Winston LLC and (D) 317,600 Shares held for the account of QIP. Item 4(b) Percent of Class: (i) The number of Shares of which each of QIP, QIHMI and QIH Management may be deemed to be the beneficial owner constitutes approximately .39% of the total number of Shares outstanding. (ii) The number of Shares of which each of SFM LLC and Mr. Druckenmiller may be deemed to be the beneficial owner constitutes approximately 1.21% 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 2.05% of the total number of Shares outstanding. (iv) The number of Shares of which each of Winston L.P. and CFM may be deemed to be the beneficial owner constitutes approximately .57% of the total number of Shares outstanding. (v) The number of Shares of which Winston LDC may be deemed to be the beneficial owner constitutes approximately 2.65% of the total number of Shares outstanding. (vi) The number of Shares of which Winston LLC may be deemed to be the beneficial owner constitutes approximately 1.72% of the total number of Shares outstanding. (vii) The number of Shares of which each of Chatterjee Advisors and Chatterjee Management may be deemed to be the beneficial owner constitutes approximately 4.36% of the total number of Shares outstanding. Page 19 of 30 Pages (viii)The number of Shares of which Dr. Chatterjee may be deemed to be the beneficial owner constitutes approximately 5.32% of the total number of Shares outstanding. Dr. Chatterjee has reached understandings with each of Quantum Partners and SFM LLC pursuant to which Dr. Chatterjee will furnish to each of Quantum Partners and SFM LLC recommendations concerning transactions in the Shares. It is contemplated by the Reporting Persons that Dr. Chatterjee will share in any profits with respect to Shares held for the account of Quantum Partners and in any profits or losses with respect to Shares held for the account of Mr. Soros. Item 4(c) Number of shares as to which such person has: QIP --- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 317,600 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 317,600 QIHMI ----- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 317,600 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 317,600 QIH Management -------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 317,600 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 317,600 Page 20 of 30 Pages SFM LLC ------- (i) Sole power to vote or to direct the vote: 672,200 (ii) Shared power to vote or to direct the vote: 317,600 (iii) Sole power to dispose or to direct the disposition of: 672,200 (iv) Shared power to dispose or to direct the disposition of: 317,600 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 682,400 (ii) Shared power to vote or to direct the vote: 989,800 (iii) Sole power to dispose or to direct the disposition of: 682,400 (iv) Shared power to dispose or to direct the disposition of: 989,800 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 989,800 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 989,800 Winston L.P. ------------ (i) Sole power to vote or to direct the vote: 465,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 465,000 (iv) Shared power to dispose or to direct the disposition of: 0 Page 21 of 30 Pages CFM --- (i) Sole power to vote or to direct the vote: 465,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 465,000 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LDC ----------- (i) Sole power to vote or to direct the vote: 2,162,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,162,000 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LLC ----------- (i) Sole power to vote or to direct the vote: 1,403,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,403,000 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Advisors ------------------- (i) Sole power to vote or to direct the vote: 3,565,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,565,000 (iv) Shared power to dispose or to direct the disposition of: 0 Page 22 of 30 Pages Chatterjee Management --------------------- (i) Sole power to vote or to direct the vote: 3,565,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,565,000 (iv) Shared power to dispose or to direct the disposition of: 0 Dr. Chatterjee -------------- (i) Sole power to vote or to direct the vote: 4,030,000 (ii) Shared power to vote or to direct the vote: 317,600 (iii) Sole power to dispose or to direct the disposition of: 4,030,000 (iv) Shared power to dispose or to direct the disposition of: 317,600 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) Mr. Soros has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held for this personal account. (iii)The shareholders of Quantum Partners, including Quantum 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. (iv) The partners of Winston L.P. have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Winston L.P. in accordance with their partnership interests in Winston L.P. (v) The shareholders of Winston LDC have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by Winston LDC in accordance with their ownership interests in Winston LDC. (vi) The members of Winston LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by Winston LLC in accordance with their ownership interests in Winston LLC. Page 23 of 30 Pages Each of QIP, QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, Mr. Soros, Winston L.P., Winston LDC and Winston LLC. Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares held directly for the accounts of Mr. Soros, Winston L.P., Winston LDC and Winston LLC. Mr. Soros expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC and Winston LLC. Winston LDC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LLC, QIP, Quantum Partners and Mr. Soros. Winston LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC, QIP, Mr. Soros and Quantum Partners. Each of Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., QIP, Quantum Partners and Mr. Soros. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares held directly for the accounts of Mr. Soros and Quantum Partners. Each of Winston L.P. and CFM expressly disclaims beneficial ownership of any Shares held directly for the accounts of QIP, Quantum Partners, Mr. Soros, Winston LDC and Winston LLC. 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. 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 24 of 30 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 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS ------------------------------ Michael C. Neus Attorney-in-Fact Date: February 12, 1999 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Vice President Date: February 12, 1999 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Assistant General Counsel Date: February 12, 1999 GEORGE SOROS By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Attorney-in-Fact Page 25 of 30 Pages Date: February 12, 1999 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., General Partner By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ------------------------- Peter Hurwitz Attorney-in-Fact Date: February 12, 1999 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ------------------------------ Peter Hurwitz Attorney-in-Fact Date: February 12, 1999 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Attorney-in-Fact Date: February 12, 1999 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ------------------------------ Peter Hurwitz Manager Page 26 of 30 Pages Date: February 12, 1999 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Manager Date: February 12, 1999 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Vice President Date: February 12, 1999 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Attorney-in-Fact Page 27 of 30 Pages EXHIBIT INDEX Page No. -------- G. Joint Filing Agreement dated February 12, 1999 by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller, Winston Partners, L.P., Chatterjee Fund Management, L.P., Winston Partners II LDC, Winston Partners II LLC, Chatterjee Advisors LLC, Chatterjee Management Company and Dr. Purnendu Chatterjee.......... 28 EX-99.G 2 EXHIBIT G - JOINT FILING AGREEMENT Page 28 of 30 Pages EXHIBIT G JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Sybase, Inc. dated as of February 12, 1999 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: February 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS ------------------------------ Michael C. Neus Attorney-in-Fact Date: February 12, 1999 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Vice President Date: February 12, 1999 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Assistant General Counsel Page 29 of 30 Pages Date: February 12, 1999 GEORGE SOROS By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., General Partner By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ------------------------- Peter Hurwitz Attorney-in-Fact Date: February 12, 1999 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ------------------------------ Peter Hurwitz Attorney-in-Fact Date: February 12, 1999 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Attorney-in-Fact Page 30 of 30 Pages Date: February 12, 1999 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ------------------------------ Peter Hurwitz Manager Date: February 12, 1999 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Manager Date: February 12, 1999 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Vice President Date: February 12, 1999 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----