-----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, IIsyCiSxnpLbbc9lr6pdJU4oM1y1+i+dTQNCQ+Mf0tv4HEMic6ahKIuNVP5Dmaul 8LN2bY+9rfOOSaQU4yLdyA== /in/edgar/work/20000707/0000950142-00-000588/0000950142-00-000588.txt : 20000920 0000950142-00-000588.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950142-00-000588 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000707 GROUP MEMBERS: FRANK H. PEARL (IN THE CAPACITY DESCRIBED HEREIN) GROUP MEMBERS: GEORGE SOROS (IN THE CAPACITY DESCRIBED HEREIN) GROUP MEMBERS: PSV, LP F/K/A PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP GROUP MEMBERS: SFM AH, INC. GROUP MEMBERS: SFM PARTICIPATION, L.P. GROUP MEMBERS: SOROS FUND MANAGEMENT L.L.C. GROUP MEMBERS: SOROS GEORGE GROUP MEMBERS: STANLEY F. DRUCKENMILLER (IN THE CAPACITY CONTAINED HEREIN) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIROPHARMA INC CENTRAL INDEX KEY: 0000946840 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 232789550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48239 FILM NUMBER: 669340 BUSINESS ADDRESS: STREET 1: 405 EAGLEVIEW BLVD STREET 2: PO BOX 5000 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6104587300 MAIL ADDRESS: STREET 1: 76 GREAT VALLEY PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP No. 928241108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) VIROPHARMA INCORPORATED (Name of Issuer) Common Stock, par value $.002 per share (Title of Class of Securities) 928241108 (CUSIP Number) Kenneth M. Socha, Esq. PSV, LP The Army and Navy Club Building 1627 I Street, N.W., Suite 610 Washington D.C. 20006 Tel. No.: (202) 452-0101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to Bruce A. Gutenplan, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 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 which is the subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *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 purposes 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 the following page(s) Page 1 of 30 Pages Exhibit Index: Page 20 CUSIP No. 928241108 Page 2 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON PSV, LP f/k/a Perseus-Soros BioPharmaceutical Fund, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 2,941,295(1) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,941,295(1) PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,295(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON* PN - --------------- (1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio is subject to adjustment upon the occurrence of certain events. * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 3 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON PSV GP, LLC f/k/a Perseus-Soros Partners, 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 OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 2,941,295(1) SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,941,295(1) PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,295(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON* OO - --------------- (1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio is subject to adjustment upon the occurrence of certain events. * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 4 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON PSV Partners, LLC f/k/a Perseus BioTech Fund Partners, 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 OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,941,295(1) OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 2,941,295(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,295(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON* OO - --------------- (1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio is subject to adjustment upon the occurrence of certain events. * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 5 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON SFM Participation, 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 OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,941,295(1) EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,941,295(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,295(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON* PN - --------------- (1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio is subject to adjustment upon the occurrence of certain events. * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 6 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON SFM AH, 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 OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,941,295(1) OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 2,941,295(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,295(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON* CO - --------------- (1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio is subject to adjustment upon the occurrence of certain events. * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 7 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON Rappahannock Investment Company 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 OR ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,941,295(1) OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 2,941,295(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,295(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON* CO - --------------- (1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio is subject to adjustment upon the occurrence of certain events. * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 8 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON Frank H. Pearl (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 OR ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,941,295(1) OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 2,941,295(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,295(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON* IN - --------------- (1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio is subject to adjustment upon the occurrence of certain events. * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 9 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON 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 OR ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,941,295(1) OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 2,941,295(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,295(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON* IA - --------------- (1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio is subject to adjustment upon the occurrence of certain events. * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 10 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON Soros Fund Management L.L.C. 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 OR ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,941,295(1) OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 2,941,295(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,941,295(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON* 00; IA - --------------- (1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio is subject to adjustment upon the occurrence of certain events. * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 11 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON 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 OR ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IA * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 12 of 30 SCHEDULE 13D 1 NAME OF REPORTING PERSON Kenneth M. Socha (in the capacity contained 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 OR ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IA * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 928241108 Page 13 of 30 This Amendment No. 1 ("Amendment No. 1") to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D filed on May 17, 1999 (the "Original 13D"), relating to the common stock (the "Common Stock"), par value $.002 per share, issued by ViroPharma Incorporated, a Delaware corporation (the "Company"). Unless otherwise indicated, all capitalized terms shall have the same meaning as provided in the Original 13D; except that the names of certain reporting persons shall be amended to reflect the name changes herein. Item 2. Identity and Background. Item 2 is hereby amended and restated in its entirety as follows: This Amendment No. 1 is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"). (a) (i) PSV, LP (f/k/a Perseus-Soros BioPharmaceutical Fund, LP), a Delaware limited partnership (the "Purchaser"); (ii) PSV GP, LLC (f/k/a Perseus-Soros Partners, LLC), a Delaware limited liability company ("PSV GP"); (iii) PSV Partners, LLC (f/k/a Perseus BioTech Fund Partners, LLC), a Delaware limited liability company ("PSV Partners"); (iv) SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"); (v) SFM AH, Inc., a Delaware corporation ("SFM AH"); CUSIP No. 928241108 Page 14 of 30 (vi) Rappahannock Investment Company, a Delaware corporation ("Rappahannock"); (vii) Mr. Frank H. Pearl ("Mr. Pearl"); (viii) Mr. George Soros ("Mr. Soros"); (ix) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"); (x) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and (xi) Mr. Kenneth M. Socha ("Mr. Socha"). The Purchaser was formed in order to engage in the acquiring, holding and disposing of investments in various companies. PSV GP is the general partner of the Purchaser and was formed to act as the general partner of the Purchaser. PSV Partners and SFM Participation are the managing members of PSV GP. PSV Partners was formed in order to engage in the acquiring, holding and disposing of investments in various companies. Rappahannock is the managing member of PSV Partners and exercises exclusive management and control of PSV Partners. Mr. Pearl is the sole shareholder and Chairman of the Board of Rappahannock. Set forth on Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Amendment No. 1 as applicable is a list of the executive officers of Rappahannock. CUSIP No. 928241108 Page 15 of 30 As a result of an organizational change, Mr. Socha no longer may be deemed the beneficial owner of securities held for the account of the Purchaser and is no longer a Reporting Person. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, PSV GP, PSV Partners, Rappahannock and Mr. Pearl may be deemed a beneficial owner of the Common Stock held for the account of the Purchaser. SFM Participation was formed in order to engage in the acquiring, holding and disposing of investments in various companies. SFM AH is the general partner of SFM Participation. Mr. Soros is the sole shareholder of SFM AH. Mr. Soros has entered into an agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros has, among other things, agreed to use his best efforts to cause SFM AH, as the general partner of SFM Participation, to act at the direction of SFM LLC, which agreement to so act shall terminate upon the earlier of (a) the assignment to SFM LLC of the legal and beneficial ownership in SFM AH and (b) the assignment to SFM LLC of the general partnership interest in SFM Participation (the "SFM AH Contract"). Set forth on Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Amendment No. 1 as applicable is a list of the directors and executive officers of SFM AH. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, SFM Participation and SFM AH CUSIP No. 928241108 Page 16 of 30 each may be deemed a beneficial owner of the Common Stock held for the account of the Purchaser. On 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 the investment discretion over the securities held for the account of the Purchaser, 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. The principal occupation of Mr. Soros, a United States citizen, is his direction of the activities of SFM LLC, which is carried out in his capacity as Chairman and President of SFM LLC at SFM LLC's principal office. Pursuant to regulations promulgated under Section 13(d) of the Act, SFM LLC, pursuant to the provisions of the SFM AH Contract, Mr. Soros, in his capacity as Chairman and President of SFM LLC, may be deemed a beneficial owner of the Common Stock held for the account of the Purchaser. The address of the principal business and principal offices of (i) the Purchaser, (ii) PSV GP, (iii) PSV Partners, (iv) Rappahannock and (v) Mr. Pearl is The Army and Navy Club Building, 1627 I Street, N.W., Suite 610, Washington D.C. 20006. The present principal occupation or employment of Mr. Pearl is as executive CUSIP No. 928241108 Page 17 of 30 officer of Perseus, L.L.C., a Delaware limited liability company, and its related entities. Mr. Pearl is a United States citizen. The address of the principal business and principal offices of (i) SFM Participation, (ii) SFM AH, (iii) Mr. Soros and (iv) SFM LLC is 888 Seventh Avenue, 33rd Floor, New York, New York 10106. (d) and (e). During the past five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any individual otherwise identified in response to Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information contained herein concerning SFM Participation, SFM AH, SFM LLC, Mr. Soros and Mr. Druckenmiller has been provided by SFM LLC. The Purchaser, PSV GP, PSV Partners, Rappahannock Investment and Mr. Pearl assume no responsibility for such information. Information contained herein concerning the PSV Partners, Rappahannock Investment and Mr. Pearl has been provided by each such Reporting Person. The Purchaser, PSV GP, SFM Participation, SFM AH, SFM LLC, Mr. Soros and Mr. Druckenmiller assume no responsibility for such information. Item 3. Source and Amount of Funds or Other Consideration. No change. CUSIP No. 928241108 Page 18 of 30 Item 4. Purpose of Transaction. Item 4 is hereby amended and supplemented by the addition of the following: Pursuant to the Investment Agreement, Dennis Purcell became a director of the Company, effective June 22, 2000. Mr. Purcell is a member of PSV Partners. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety as follows: (a) On May 5, 1999, the Company issued to the Purchaser, and the Purchaser acquired, (i) 2,300,000 shares of the Series A Preferred Stock and (ii) the Warrant to purchase an aggregate of 595,000 shares of Common Stock, subject to adjustment under certain circumstances. Shares of Series A Preferred Stock are convertible into shares of Common Stock at any time. The Warrant is exercisable at any time until May 5, 2004. As of June 30, 2000, the 2,300,000 shares of the Series A Preferred Stock were convertible into 2,346,295 shares of Common Stock as a result of adjustments to the Common Stock Conversion Ratio, as described in Item 4 of the Original 13D. As of June 30, 2000, each of the Reporting Persons may be deemed to beneficially own an aggregate of 2,941,295 shares of Common Stock which, based on calculations made in accordance with Rule 13d-3(d) and there being 15,183,552 shares of Common Stock outstanding as of May 11, 2000 as disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, represents CUSIP No. 928241108 Page 19 of 30 approximately 19.4% of the outstanding shares of Common Stock on a diluted basis in accordance with Rule 13d-3(d). As described in Item 4 of the Original 13D, the Common Stock Conversion Rate will be subject to adjustment if the Company elects not to pay dividends on the Series A Preferred Stock in cash when due, and such dividends are automatically added to the Liquidation Value of the Series A Preferred Stock. (b) (i) Each of the Purchaser and PSV GP may be deemed to have sole power to direct the voting and disposition of the 2,941,295 shares of Common Stock beneficially owned by the Purchaser. (ii) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Amendment No. 1, each of the Reporting Persons, other than the Purchaser, PSV GP and Mr. Druckenmiller, may be deemed to share the power to direct the voting and disposition of the 2,941,295 shares of Common Stock beneficially owned by the Purchaser. (c) Except as set forth above, no Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Item 2 hereof, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days. (d) The partners of the Purchaser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Securities held for the account of the Purchaser in accordance with their ownership interests in the Purchaser. CUSIP No. 928241108 Page 20 of 30 (e) As of July 1, 2000, Mr. Druckenmiller ceased to be the beneficial owner of more than five percent of the Securities. As of June 30, 1999, Mr. Socha ceased to be the beneficial owner of more than five percent of the Securities. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No change. Item 7. Material To Be Filed as Exhibits. Exhibit 1 Joint Filing Agreement, dated July 7, 2000, among (i) PSV LP, (ii) PSV GP, LLC, (iii) PSV Partners, LLC, (iv) Rappahannock Investment Company, (v) SFM Participation L.P., (vi) SFM AH, Inc., (vii) Frank H. Pearl, (viii) George Soros, (ix) Soros Fund Management L.L.C., (x) Stanley F. Druckenmiller and (xi) Kenneth M. Socha. Exhibit 2: Power of Attorney dated January 27, 2000 appointing Michael C. Neus and Richard D. Holahan, Jr., Attorney- In-Fact for George Soros. Exhibit 3: Power of Attorney dated January 27, 2000 appointing Michael C. Neus and Richard D. Holahan, Jr., Attorney- In-Fact for Stanley F. Druckenmiller. CUSIP No. 928241108 Page 21 of 30 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 7, 2000 PSV, LP By: PSV GP, LLC, General Partner By: SFM Participation, L.P., Member By: SFM AH, Inc., General Partner By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Vice President PSV GP, LLC By: SFM Participation, L.P., Member By: SFM AH, Inc., General Partner By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Vice President CUSIP No. 928241108 Page 22 of 30 PSV PARTNERS, LLC By: Rappahannock Investment Company, Managing Member By: /s/ Frank H. Pearl -------------------------------- Name: Frank H. Pearl Title: Sole Shareholder RAPPAHANNOCK INVESTMENT COMPANY By: /s/ Frank H. Pearl -------------------------------- Name: Frank H. Pearl Title: Sole Shareholder MR. FRANK H. PEARL By: /s/ Frank H. Pearl -------------------------------- Name: Frank H. Pearl SFM PARTICIPATION, L.P. By: SFM AH, Inc., General Partner By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Vice President SFM AH, INC. By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Vice President CUSIP No. 928241108 Page 23 of 30 MR. GEORGE SOROS By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Attorney-in-fact SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Deputy General Counsel MR. STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Attorney-in-fact MR. KENNETH M. SOCHA By /s/ Kenneth M. Socha -------------------------------- Name: Kenneth M. Socha CUSIP No. 928241108 Page 24 of 30 ANNEX A Executive Officers of Rappahannock Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Kenneth M. Socha Executive Officer of c/o Perseus, LLC Senior Vice President Perseus and related entities The Army and Navy Club (United States) Building 1627 I Street, NW Suite 610 Washington, DC 20006 Rodd J. Macklin Executive Officer of c/o Perseus, LLC Controller and Secretary Perseus and related entities The Army and Navy Club (United States) Building 1627 I Street, NW Suite 610 Washington, DC 20006 To the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Common Stock or securities derivative thereof. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock or securities derivative thereof. CUSIP No. 928241108 Page 25 of 30 ANNEX B Executive Officers of SFM AH, INC. Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Michael C. Neus Deputy General Counsel of 888 Seventh Avenue President SFM LLC and General Counsel 33rd Floor (United States) of Soros Private Funds New York, NY 10106 Management LLC Daniel R. Eule Tax Director of SFM LLC 888 Seventh Avenue Vice President 33rd Floor (United States) New York, NY 10106 Eve Mongiardo Chief Financial Officer 888 Seventh Avenue Treasurer of Soros Private Funds 33rd Floor (United States) Management LLC 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: (a) None of the above persons hold any Common Stock or securities derivative thereof. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock or securities derivative thereof. EX-1 2 0002.txt JOINT FILING AGREEMENT Page 26 of 30 EXHIBIT 1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts. Dated: July 7, 2000 PSV, LP By: PSV GP, LLC, General Partner By: SFM Participation, L.P., Member By: SFM AH, Inc., General Partner By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Vice President SV GP, LLC By: SFM Participation, L.P., Member By: SFM AH, Inc., General Partner By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Vice President Page 27 of 30 PSV PARTNERS, LLC By: Rappahannock Investment Company, Managing Member By: /s/ Frank H. Pearl -------------------------------- Name: Frank H. Pearl RAPPAHANNOCK INVESTMENT COMPANY By: /s/ Frank H. Pearl -------------------------------- Name: Frank H. Pearl Title: Sole Shareholder MR. FRANK H. PEARL By: /s/ Frank H. Pearl -------------------------------- Name: Frank H. Pearl SFM PARTICIPATION, L.P. By: SFM AH, Inc., General Partner By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Vice President SFM AH, INC. By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Vice President Page 28 of 30 MR. GEORGE SOROS By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Attorney-in-fact SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Deputy General Counsel MR. STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus -------------------------------- Name: Michael C. Neus Title: Attorney-in-fact MR. KENNETH M. SOCHA By: /s/ Kenneth M. Socha -------------------------------- Name: Kenneth M. Socha EX-2 3 0003.txt POWER OF ATTORNEY Page 29 of 30 EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR. acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 27th day of January, 2000. /s/ George Soros ---------------------------- GEORGE SOROS EX-3 4 0004.txt POWER OF ATTORNEY Page 30 of 30 EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR. acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio Manager of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 27th day of January, 2000. /s/ Stanley F. Druckenmiller -------------------------------------- STANLEY F. DRUCKENMILLER -----END PRIVACY-ENHANCED MESSAGE-----