-----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, G59ebuPxQrUQux3GS4dC5j3N0TIflvxEsasxXxBY5cnZ78P9a+NuQWIp3yDVnHew c9q8YuRGK5IW5oxRwMD+Ow== /in/edgar/work/20000707/0000921530-00-000138/0000921530-00-000138.txt : 20000920 0000921530-00-000138.hdr.sgml : 20000920 ACCESSION NUMBER: 0000921530-00-000138 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000707 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: INTEGRA LIFESCIENCES HOLDINGS CORP CENTRAL INDEX KEY: 0000917520 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 510317849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45421 FILM NUMBER: 669344 BUSINESS ADDRESS: STREET 1: 105 MORGAN LANE CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092750500 MAIL ADDRESS: STREET 2: 105 MORGAN LANE CITY: PLAINSBORO STATE: NJ ZIP: 08536 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRA LIFESCIENCES CORP DATE OF NAME CHANGE: 19950614 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 13D/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 13D/A 1 0001.txt AMEND #2 TO SCH 13D RE INTEGRA LIFESCIENCES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* INTEGRA LIFESCIENCES HOLDINGS CORPORATION ---------------------------------------- (F/K/A INTEGRA LIFESCIENCES CORPORATION) -------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share --------------------------------------- (Title of Class of Securities) 457985208 --------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 2000 -------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 11 Pages SCHEDULE 13D CUSIP No. 457985208 Page 2 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power 2,955,000 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,955,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,955,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 15.31% 14 Type of Reporting Person* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 457985208 Page 3 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 2,955,000 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,955,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,955,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 15.31% 14 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 457985208 Page 4 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 2,955,000 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,955,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,955,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 15.31% 14 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 457985208 Page 5 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 2,955,000 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,955,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,955,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 15.31% 14 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 457985208 Page 6 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization United States 7 Sole Voting Power 3,757,800 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 3,757,800 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,757,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 18.69% 14 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 457985208 Page 7 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons STANLEY F. DRUCKENMILLER 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization United States 7 Sole Voting Power 0 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 11 Pages This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the "Shares"), of Integra LifeSciences Holdings Corporation (the "Issuer") (f/k/a Integra LifeSciences Corporation). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D, dated April 8, 1999, and all amendments thereto (collectively, the "Initial Statement"), filed by the Reporting Persons. This Amendment No. 2 is being filed by the Reporting Persons to report that, as of July 1, 2000, Mr. Druckenmiller ceased to be the Lead Portfolio Manager of, and is no longer employed by, SFM LLC, and accordingly no longer may be deemed the beneficial owner of the securities reported herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Quantum Industrial Partners LDC ("QIP"); ii) QIH Management Investor, L.P. ("QIHMI"); iii) QIH Management, Inc. ("QIH Management"); iv) Soros Fund Management LLC ("SFM LLC"); v) Mr. George Soros ("Mr. Soros"); and vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"). This Statement relates to the Shares held for the accounts of QIP and SFM Domestic Investments LLC ("SFM Domestic Investments"). The Reporting Persons Effective as of July 1, 2000, Mr. Druckenmiller ceased to be the Lead Portfolio Manager of, and is no longer employed by, SFM LLC. Mr. Druckenmiller no longer may be deemed to have investment discretion over the securities held for the account of QIP. As a result, Mr. Druckenmiller no longer may be deemed the beneficial owner of securities held for the account of QIP, and, as of July 1, 2000, is no longer a Reporting Person. Effective as of July 1, 2000, as a result of a reorganization of SFM LLC, the Management Committee has been eliminated and there are no longer any Managing Directors. The business of SFM LLC is managed by Mr. Soros, in his capacity as Chairman and President. Set forth in Annex A hereto, and incorporated herein by reference, is updated information concerning the identity and background of the current directors and officers of QIP and QIH Management. Page 9 of 11 Pages Item 5. Interest in Securities of the Issuer. (a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed the beneficial owner of 2,955,000 Shares (approximately 15.31% of the total number of Shares which would be outstanding assuming the exercise and conversion of all of the securities held for the account of QIP). This number includes (A) 1,963,350 Shares issuable upon conversion of 75,000 Series B Preferred Shares held for the account of QIP; (B) 541,100 Shares issuable upon conversion of 48,699 Series C Preferred Shares (as defined herein) held for the account of QIP; and (C) 450,550 Shares issuable upon exercise of 450,550 warrants held for the account of QIP. (ii) Mr. Soros may be deemed the beneficial owner of 3,757,800 Shares (approximately 18.69% of the total number of Shares which would be outstanding assuming the exercise and conversion of all of the securities held for the accounts of QIP and SFM Domestic Investments). This number includes (A) 1,963,350 Shares issuable upon conversion of 75,000 Series B Preferred Shares held for the account of QIP; (B) 541,100 Shares issuable upon conversion of 48,699 Series C Preferred Shares held for the account of QIP; (C) 450,550 Shares issuable upon exercise of 450,550 warrants held for the account of QIP; (D) 654,450 Shares issuable upon conversion of 25,000 Series B Preferred Shares held for the account of SFM Domestic Investments; (E) 58,900 Shares issuable upon conversion of 5,301 Series C Preferred Shares held for the account of SFM Domestic Investments; and (F) 89,450 Shares issuable upon exercise of 89,450 warrants held for the account of SFM Domestic Investments. (b) (i) Each of QIP, QIHMI, QIH Management and SFM LLC (by virtue of the QIP Contract) and Mr. Soros (as a result of his position with SFM LLC) may be deemed to have the sole power to direct the voting and disposition of the 2,955,000 Shares held for the account of QIP (assuming the conversion of all Series B Preferred Shares, Series C Preferred Shares and the exercise of all warrants held for the account of QIP). (ii) Mr. Soros in his capacity as a managing member of SFM Domestic Investments may be deemed to have the sole power to direct the voting and disposition of the 802,800 Shares held for the account of SFM Domestic Investments (assuming the conversion of all Series B Preferred Shares, Series C Preferred Shares and the exercise of all warrants held for the account of SFM Domestic Investments). (c) There have been no transactions effected with respect to the Shares since May 6, 2000 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (i) The shareholders of QIP, including Quantum Industrial Holdings, Ltd., a British Virgin Islands international business company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities 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, or proceeds from the sale of, the securities held for the account of SFM Domestic Investments. (e) As of July 1, 2000, Mr. Druckenmiller ceased to be the beneficial owner of more than five percent of the Shares. Neal Moszkowski, an employee of Soros Private Funds Management LLC and a partner of Soros Private Equity Partners LLC, is a director of the Issuer. Page 10 of 11 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: 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 Date: July 5, 2000 STANLEY F. DRUCKENMILLER By: /S/ RICHARD D. HOLAHAN, JR. ------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact
Page 11 of 11 Pages ANNEX A Directors and Officers of Quantum Industrial Partners LDC Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. Netherlands Antilles Willemstad Managing Director corporations Curacao, (Netherlands Antilles) Netherlands Antilles Inter Caribbean Services Limited Administrative services Citco Building Secretary Wickhams Cay (British Virgin Islands) Road Town Tortola British Virgin Islands Directors and Officers of QIH Management, Inc. Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Frank V. Sica Managing Partner of Soros Private Equity 888 Seventh Avenue Director and President Partners LLC 28th Floor (United States) New York, NY 10106 Michael C. Neus Deputy General Counsel of SFM LLC 888 Seventh Avenue Director and Vice President and General Counsel of Soros Private 33rd Floor (United States) Funds Management LLC New York, NY 10106 Eve Mongiardo Chief Financial Officer of 888 Seventh Avenue Director and Treasurer Soros Private Funds Management LLC 28th Floor (United States) New York, NY 10106 Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue Secretary SFM LLC 33rd Floor (United States) New York, NY 10106 To the best of the Reporting Persons' knowledge /1/: (a) None of the above persons hold any Shares. /1/ (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. /1/ - ---------- /1/ Certain persons may have an interest in SFM Domestic Investments.
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