-----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, MG9pPhdKyOL4VGJBDSQtD8H3aN1H0HPbgeDoYiTK9AoGFo9qyxDiCCYqhX23sENO eOvJhiYM9uqu8/AfSObU4g== /in/edgar/work/20000706/0000921530-00-000125/0000921530-00-000125.txt : 20000920 0000921530-00-000125.hdr.sgml : 20000920 ACCESSION NUMBER: 0000921530-00-000125 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000706 GROUP MEMBERS: CHATTERJEE ADVISORS LLC GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: DR. PURNENDU CHATTERJEE 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 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: [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: 668329 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 0001.txt AMEND #3 TO SCH 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. 3)* SYBASE, INC. ------------ (Name of Issuer) Common Stock, $.001 Par Value ----------------------------- (Title of Class of Securities) 871130100 --------- (CUSIP Number) July 5, 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 the 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 24 Pages SCHEDULE 13G CUSIP No. 871130100 Page 2 of 24 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 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* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 3 of 24 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 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* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 4 of 24 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 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* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 5 of 24 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 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* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 6 of 24 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 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! SCHEDULE 13G CUSIP No. 871130100 Page 7 of 24 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! SCHEDULE 13G CUSIP No. 871130100 Page 8 of 24 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (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 1,131,300 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,131,300 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,131,300 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 1.27% 12 Type of Reporting Person* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 9 of 24 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (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 1,131,300 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,131,300 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,131,300 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 1.27% 12 Type of Reporting Person* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 10 of 24 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (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 1,426,925 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,426,925 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,426,925 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 1.60% 12 Type of Reporting Person* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 11 of 24 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (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 1,400,312 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,400,312 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,400,312 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 1.57% 12 Type of Reporting Person* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 12 of 24 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (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 2,827,237 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,827,237 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,827,237 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 3.17% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 13 of 24 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (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 2,827,237 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,827,237 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,827,237 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 3.17% 12 Type of Reporting Person* CO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 871130100 Page 14 of 24 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (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 6,000,500 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 6,000,500 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,000,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.73% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 15 of 24 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 ("QIP"); ii) QIH Managment Investor, L.P. ("QIHMI"); iii) QIH Management, Inc. ("QIH Management"); iv) Soros Fund Management LLC ("SFM LLC"); v) Mr. George Soros ("Mr. Soros"); vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); vii) Winston Partners, L.P. ("Winston L.P."); viii) Chatterjee Fund Management, L.P. ("CFM"); ix) Winston Partners II LDC ("Winston LDC"); x) Winston Partners II LLC ("Winston LLC"); xi) Chatterjee Advisors LLC ("Chatterjee Advisors"); xii) Chatterjee Management Company ("Chatterjee Management"); and xiii) Dr. Purnendu Chatterjee ("Dr. Chatterjee"). QIP no longer holds any Shares (as defined herein). Each of QIP, QIHMI and QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller shall no longer be considered a Reporting Person in connection with this Statement. 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. This Statement relates to Shares held for the accounts of Winston L.P., Winston LDC, Winston LLC and Furzedown Trading Limited, a company organized under the laws of the Isle of Man ("Furzedown"). CFM is the general partner of Winston L.P. Dr. Chatterjee is the sole general partner of CFM. Chatterjee Advisors serves as the manager of each of Winston LDC and Winston LLC and is responsible for supervising the operations of Winston LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC. Chatterjee Advisors is managed and controlled by Dr. Chatterjee. Page 16 of 24 Pages Chatterjee Management 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 Management is managed and controlled by Dr. Chatterjee. 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. Pursuant to an investment management arrangement, Dr. Chatterjee may be deemed to have voting and dispositive power over the Shares held for the account of Furzedown. 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. 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; and v) Mr. Soros is a United States citizen. vi) Winston L.P. is a Delaware limited partnership; vii) CFM is a Delaware limited partnership; viii) Winston LDC is a Cayman Islands exempted limited duration company; ix) Winston LLC is a Delaware limited liability company; x) Chatterjee Advisors is a Delaware limited liability company; xi) Chatterjee Management is a Delaware corporation; and xii) 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 Page 17 of 24 Pages 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, QIH Management, SFM LLC and Mr. Soros may no longer be deemed the beneficial owner of any Shares. (ii) Each of Winston L.P. and CFM may be deemed the beneficial owner of the 1,131,300 Shares held for the account of Winston Partners L.P. (iii) Winston LDC may be deemed the beneficial owner of the 1,426,925 Shares held for its account. (iv) Winston LLC may be deemed the beneficial owner of 1,400,312 Shares held for its account. (v) Each of Chatterjee Management and Chatterjee Advisors may be deemed the beneficial owner of 2,827,237 Shares. This number consists of (A) 1,426,925 Shares held for the account of Winston LDC and (B) 1,400,312 Shares held for the account of Winston LLC. (vi) Dr. Chatterjee may be deemed the beneficial owner of 6,000,500 Shares. This number consists of (A) 1,131,300 Shares held for the account of Winston L.P., (B) 1,426,925 Shares held for the account of Winston LDC, (C) 1,400,312 Shares held for the account of Winston LLC and (D) 2,041,963 Shares held for the account of Furzedown. Item 4(b) Percent of Class: (i) The number of Shares of which each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be deemed to be the beneficial owner constitutes 0% of the total number of Shares outstanding. (ii) The number of Shares of which each of Winston L.P. and CFM may be deemed to be the beneficial owner constitutes approximately 1.27% of the total number of Shares outstanding. (iii) The number of Shares of which Winston LDC may be deemed to be the beneficial owner constitutes approximately 1.60% of the total number of Shares outstanding. (iv) The number of Shares of which Winston LLC may be deemed to be the beneficial owner constitutes approximately 1.57% of the total number of Shares outstanding. (v) The number of Shares of which each of Chatterjee Advisors and Chatterjee Management may be deemed to be the beneficial owner constitutes approximately 3.17% of the total number of Shares outstanding. (vi) The number of Shares of which Dr. Chatterjee may be deemed to be the beneficial owner constitutes approximately 6.73% of the total number of Shares outstanding. Page 18 of 24 Pages 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: 0 (iii)Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 QIHMI ----- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii)Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 QIH Management -------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii)Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 SFM LLC ------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Page 19 of 24 Pages Mr. Soros --------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of 0 Winston L.P. ------------ (i) Sole power to vote or to direct the vote: 1,131,300 (ii) Shared power to vote or to direct the vote: 0 (iii)Sole power to dispose or to direct the disposition of: 1,131,300 (iv) Shared power to dispose or to direct the disposition of: 0 CFM --- (i) Sole power to vote or to direct the vote: 1,131,300 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,131,300 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LDC ----------- (i) Sole power to vote or to direct the vote: 1,426,925 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,426,925 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LLC ----------- (i) Sole power to vote or to direct the vote: 1,400,312 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,400,312 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Advisors ------------------- (i) Sole power to vote or to direct the vote: 2,827,237 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,827,237 (iv) Shared power to dispose or to direct the disposition of: 0 Page 20 of 24 Pages Chatterjee Management --------------------- (i) Sole power to vote or to direct the vote: 2,827,237 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,827,237 (iv) Shared power to dispose or to direct the disposition of: 0 Dr. Chatterjee -------------- (i) Sole power to vote or to direct the vote: 6,000,500 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 6,000,500 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller shall no longer be deemed the beneficial owners of any Shares. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) 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. (ii) 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. (iii) 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. (iv) The shareholders of Furzedown have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by Furzedown in accordance with their ownership interests in Furzedown. Page 21 of 24 Pages Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC, Winston LLC and Furzedown. Winston LDC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LLC and Furzedown. Winston LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC and Furzedown. Each of Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P. and Furzedown. Each of Winston L.P. and CFM expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston LDC, Winston LLC and Furzedown. Furzedown expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., 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 22 of 24 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/ MICHAEL C. NEUS ------------------------------- Michael C. Neus Attorney-in-Fact Date: July 5, 2000 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS --------------------------- Michael C. Neus Vice President Date: July 5, 2000 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ------------------------------- Michael C. Neus Vice President Date: July 5, 2000 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ------------------------------- Michael C. Neus Deputy General Counsel Date: July 5, 2000 GEORGE SOROS By: /S/ MICHAEL C. NEUS ------------------------------- Michael C. Neus Attorney-in-Fact Page 23 of 24 Pages Date: July 5, 2000 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ------------------------------- Michael C. Neus Attorney-in-Fact Date: July 5, 2000 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: July 5, 2000 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ --------------------------- Peter Hurwitz Attorney-in-Fact Date: July 5, 2000 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ------------------------------- Peter Hurwitz Attorney-in-Fact Date: July 5, 2000 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ --------------------------- Peter Hurwitz Manager Page 24 of 24 Pages Date: July 5, 2000 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ ------------------------------- Peter Hurwitz Manager Date: July 5, 2000 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ ------------------------------- Peter Hurwitz Vice President Date: July 5, 2000 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ------------------------------- Peter Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----