UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
-----------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
-------------------------------
(Title of Class of Securities)
741929103
---------------------
(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)
June 1, 1997
---------------------
(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 of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) 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 disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 27 Pages
<PAGE>
Page 2 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 796,950/1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
796,950/1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
796,950/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.40%/1/
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 3 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 796,950/1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
796,950/1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
796,950/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.40%/1/
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 4 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 796,950/1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
796,950/1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
796,950/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.40%/1/
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 5 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 796,950/1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
796,950/1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
796,950/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.40%/1/
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 6 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above 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 of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,275,119/1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,275,119/1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,275,119/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
6.98%/1/
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 7 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 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
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 796,950/1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
796,950/1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
796,950/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.40%/1/
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 8 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C PHOENIX HOLDINGS, 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 of Organization
Delaware
7 Sole Voting Power
Number of 478,169/1/
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 478,169/1/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
478,169/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.66%/1/
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 9 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, 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
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 478,169/1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
478,169/1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
478,169/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.66%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 10 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, 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
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 478,169/1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
478,169/1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
478,169/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.66%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 11 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II 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
Number of 215,537/1/
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 215,537/1/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
215,537/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.12%/1/
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 12 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II 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
Number of 99,618/1/
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 99,618/1/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
99,618/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.56%/1/
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 13 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS 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
Number of 315,155/1/
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 315,155/1/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
315,155/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.76%/1/
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 14 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT 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 of Organization
Delaware
7 Sole Voting Power
Number of 315,155/1/
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 315,155/1/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
315,155/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.76%/1/
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 15 of 27 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [x]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 315,155/1/
Shares
Beneficially 8 Shared Voting Power
Owned By 1,275,119/1/
Each
Reporting 9 Sole Dispositive Power
Person 315,155/1/
With
10 Shared Dispositive Power
1,275,119/1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,274/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
8.64%/1/
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 16 of 27 Pages
This Amendment No. 1 on Schedule 13D relates to shares of
Common Stock, $0.01 par value per share (the "Shares"), of Primus
Telecommunications Group, Incorporated (the "Issuer"). This Amendment No. 1
supplementally amends the initial statement on Schedule 13D dated as of January
1, 1997 (the "Initial Statement") filed by the Reporting Persons (as defined
herein). This Amendment No. 1 is being filed by the Reporting Persons to report
that certain warrants to purchase Shares held for the accounts of certain of the
Reporting Persons will become exercisable for Shares on July 31, 1997, sixty
days from the event date hereof. As a result, the percentage of the total number
of outstanding Shares of which certain of the Reporting Persons may be deemed to
be the beneficial owners has increased by more than one percent. Capitalized
terms used herein 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) George Soros ("Mr. Soros");
vi) Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) S-C Phoenix Holdings, L.L.C. ("Phoenix Holdings");
viii) Winston Partners, L.P. ("Winston L.P.");
ix) Chatterjee Fund Management, L.P. ("CFM");
x) Winston Partners II LDC ("Winston LDC");
xi) Winston Partners II LLC ("Winston LLC");
xii) Chatterjee Advisors LLC ("Chatterjee Advisors");
xiii)Chatterjee Management Company ("Chatterjee Management");
and
xiv) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
Updated information concerning the officers and directors of QIP and QIHMI is
attached hereto as Annex A and incorporated herein by reference. Updated
information concerning the Managing Directors of SFM LLC is attached hereto as
Annex B and incorporated herein by reference.
<PAGE>
Page 17 of 27 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On July 31, 1996 each of QIP, Phoenix Holdings, Winston LDC
and Winston LLC (each, a "warrant holder") entered into a separate Common Stock
Purchase Warrant Agreement, filed as Exhibits J through M, respectively, to the
Initial Statement and incorporated herein by reference, (each an "Agreement" and
collectively the "Agreements") with the Issuer. Pursuant to Section 3 of each
Agreement, given that a Qualified Public Offering (as defined therein) occurred
in November 1996, which was prior to the First Anniversary (as defined therein)
of the Agreements, each warrant holder is entitled to exercise all but not less
then all of their Warrant B Amount (as defined therein) at any time during the
period commencing on the First Anniversary (July 31, 1997) and ending on the
Expiration Date (as defined therein) (July 31, 1999).
Section 1(a)(2) of each Agreement provides that each warrant
holder is entitled to either a specified number of Shares (the "Warrant B Fixed
Share Amount"), as set forth in each Agreement, or the number of Shares derived
from multiplying a fixed number (which is different for each warrant holder and
is set forth in each of the Agreements) by the number of days from and including
the date of execution of the Agreements (July 31, 1996) until and including the
date of exercise of the Warrant B Amount (the "Warrant B Variable Share
Amount"). At no time during the exercise period is the number of Shares each
warrant holder could obtain pursuant to the Warrant B Variable Share Amount
greater than the number of Shares obtainable pursuant to the Warrant B Fixed
Share Amount. Therefore, for the purposes of this Amendment, in determining the
number of Shares of which each Reporting Person may be deemed the beneficial
owner, the number of Shares obtainable pursuant to the Warrant B Fixed Share
Amount will be assumed.
In addition, Section 1(a)(2) of each Agreement provides that
upon exercise of the Agreement, pursuant to which the warrant holder will
receive the Warrant B Amount, the warrant holder will be entitled to an
additional number of Shares equal to a specified dollar amount set forth in each
Agreement divided by the Market Price (as defined therein) (the "Market Price
Shares"). Each Agreement defines Market Price as "the volume-weighted average
sales price per Share during a period of 21 days consisting of the day as of
which the "Market Price" is being determined and the 20 consecutive business
days prior to such day." For the purposes of this Amendment, in determining the
number of Market Price Shares to which each warrant holder is entitled, an
assumption has been made that the Market Price is $9.12. This assumption is
based on utilizing the date of June 2, 1997 for determining the Market Price.
The Market Price fluctuates on a daily basis, and the Market Price set forth
above is assumed solely for the purposes of this filing.
The information set forth below with respect to the number
of Market Price Shares which may be issued to any warrant holder shall not be
deemed an admission that any Reporting Person is the beneficial owner of any
such Shares.
(a) (i) Excluding the Market Price Shares, each of QIP, QIHMI, QIH
Management, SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of
the 796,950 Shares held for the account of QIP (approximately 4.40% of the total
number of Shares outstanding assuming the exercise of all warrants held for the
account of QIP, but excluding the Market Price Shares). This number consists of
(A) 483,000 Shares held for the account of QIP, (B) 169,050 Shares issuable upon
exercise of 169,050 $.01 warrants (the "Warrant A Amount" as defined in QIP's
Agreement) held for the account of QIP and (C) 144,900 Shares issuable pursuant
to the Warrant B Fixed Share Amount.
<PAGE>
Page 18 of 27 Pages
Based on the assumptions set forth above with respect to the
Market Price Shares, and given a specified dollar amount of $5,000,000 (as set
forth in QIP's Agreement), the aggregate number of Shares of which QIP, QIHMI,
QIH Management, SFM LLC and Mr. Druckenmiller may be deemed a beneficial owner
if the Market Price Shares held for the account of QIP were included is
1,345,196 (approximately 7.22% of the total number of Shares which would be
outstanding assuming the exercise or conversion by QIP of all convertible or
exercisable securities held for its account, including 548,246 Market Price
Shares (the "QIP Market Price Shares")).
(ii) Excluding the Market Price Shares, Mr. Soros may be deemed
the beneficial owner of 1,275,119 Shares (approximately 6.98% of the total
number of Shares outstanding assuming the exercise of all warrants held for the
accounts of Phoenix Holdings and QIP, but excluding the Phoenix Holdings and QIP
Market Price Shares). This number consists of (A) 289,800 Shares held for the
account of Phoenix Holdings, (B) 101,430 Shares issuable upon the exercise of
101,430 $0.01 warrants (the "Warrant A Amount" as defined in Phoenix Holdings'
Agreement) held for the account of Phoenix Holdings, (C) 86,939 Shares issuable
pursuant to Phoenix Holdings' Warrant B Fixed Share Amount and (D) the 796,950
Shares which QIP may be deemed to own beneficially.
Based on the assumptions set forth above with respect to the
Market Price Shares and given a specified dollar amount of $5,000,000 for QIP
(as set forth in QIP's Agreement) and a specified dollar amount of $3,000,000
for Phoenix Holdings (as set forth in Phoenix Holdings' Agreement), the
aggregate number of Shares of which Mr. Soros may be deemed a beneficial owner
if the Market Price Shares held for the accounts of QIP and Phoenix Holdings
were included is 2,152,312 (approximately 11.23% of the total number of Shares
which would be outstanding assuming the exercise or conversion by QIP and
Phoenix Holdings of all convertible or exercisable securities held for their
accounts, including the Market Price Shares). This number includes the QIP
Market Price Shares and the Phoenix Holdings Market Price Shares (as defined
below).
(iii)Excluding the Market Price Shares, each of Phoenix
Holdings, Winston L.P. and CFM may be deemed the beneficial owner of the 478,169
Shares held for the account of Phoenix Holdings (approximately 2.66% of the
total number of Shares outstanding assuming the exercise of all warrants held
for its account, but excluding the Market Price Shares). This number consists of
(A) 289,800 Shares held for the account of Phoenix Holdings, (B) 101,430 Shares
issuable upon exercise of the 101,430 $.01 warrants (the "Warrant A Amount" as
defined in Phoenix Holdings' Agreement) held for the account of Phoenix Holdings
and (C) 86,939 Shares issuable pursuant to the Warrant B Fixed Share Amount.
Based on the assumptions set forth above with respect to the
Market Price Shares and given a specified dollar amount of $3,000,000 (as set
forth in Phoenix Holdings' Agreement), the aggregate number of Shares of which
Phoenix Holdings may be deemed a beneficial owner if the Market Price Shares
held for the account of Phoenix Holdings were included is 807,116 (approximately
4.41% of the total number of Shares which would be outstanding assuming the
exercise or conversion by Phoenix Holdings of all convertible or exercisable
securities held for its account, including 328,947 Market Price Shares (the
"Phoenix Holdings Market Price Shares")).
(iv) Excluding the Market Price Shares, Winston LDC may be deemed
the beneficial owner of 215,537 Shares (approximately 1.21% of the total number
of Shares outstanding assuming exercise of all of warrants held for its account,
but excluding the Market Price Shares). This number consists of (A) 132,824
<PAGE>
Page 19 of 27 Pages
Shares held for its account, (B) 46,489 Shares issuable upon exercise of the
46,489 $.01 warrants (the "Warrant A Amount" as defined in Winston LDC's
Agreement) held for its account and (C) 36,224 Shares issuable pursuant to the
Warrant B Fixed Share Amount.
Based on the assumptions set forth above with respect to the
Market Price Shares and given a specified dollar amount of $1,375,000 (as set
forth in Winston LDC's Agreement), the aggregate number of Shares of which
Winston LDC may be deemed a beneficial owner if the Market Price Shares held for
the account of Winston LDC were included is 366,305 (approximately 2.03% of the
total number of Shares which would be outstanding assuming the exercise or
conversion by Winston LDC of all convertible or exercisable securities held for
its account, including 150,768 Market Price Shares (the "Winston LDC Market
Price Shares")).
(v) Excluding the Market Price Shares, Winston LLC may be deemed
the beneficial owner of 99,618 Shares (approximately 0.56% of the total number
of Shares outstanding assuming exercise of all warrants held for its account,
but excluding the Market Price Shares). This number consists of (A) 60,375
Shares held for its account, (B) 21,131 Shares issuable upon exercise of the
21,131 $.01 warrants (the "Warrant A Amount" as defined in Winston LLC's
Agreement) held for its account and (C) 18,112 Shares issuable pursuant to the
Warrant B Fixed Share Amount.
Based on the assumptions set forth above with respect to the
Market Price Shares and given a specified dollar amount of $625,000 (as set
forth in Winston LLC's Agreement), the aggregate number of Shares of which
Winston LLC may be deemed a beneficial owner if the Market Price Shares held for
the account of Winston LLC were included is 168,149 (approximately 0.94% of the
total number of Shares which would be outstanding assuming the exercise or
conversion by Winston LLC of all convertible or exercisable securities held for
its account, including 68,531 Market Price Shares (the "Winston LLC Market Price
Shares")).
(vi) Excluding the Market Price Shares, Chatterjee Management and
Chatterjee Advisors may be deemed the beneficial owner of 315,155 Shares
(approximately 1.76% of the total number of Shares outstanding assuming the
exercise of all warrants held for the accounts of Winston LDC and Winston LLC,
but excluding the Winston LDC and Winston LLC Market Price Shares). This number
consists of (A) 215,537 Shares which Winston LDC may be deemed to own
beneficially and (B) 99,618 Shares which Winston LLC may be deemed to own
beneficially.
Based on the assumptions set forth above with respect to the
Market Price Shares and given a specified dollar amount of $1,375,000 for
Winston LDC (as set forth in Winston LDC's Agreement) and a specified dollar
amount of $625,000 for Winston LLC (as set forth in Winston LLC's Agreement),
the aggregate number of Shares of which Chatterjee Management and Chatterjee
Advisors may be deemed a beneficial owner if the Winston LDC and Winston LLC
Market Price Shares were included is 534,454 (approximately 2.95% of the total
number of Shares which would be outstanding assuming the exercise or conversion
by Winston LDC and Winston LLC of all convertible or exercisable securities held
for their accounts, including the Winston LDC and Winston LLC Market Price
Shares).
(vii)Excluding the Market Price Shares, Dr. Chatterjee may be
deemed the beneficial owner of 1,590,274 Shares (approximately 8.64% of the
total number of Shares outstanding assuming the exercise of all warrants held
for the accounts of QIP, Phoenix Holdings, Winston LDC and Winston LLC, but
excluding the QIP, Phoenix Holdings, Winston LDC and Winston LLC Market Price
Shares). This number consists of (A) 315,155 Shares which Chatterjee Management
and Chatterjee Advisors may be deemed to own beneficially, (B) 478,169 Shares
<PAGE>
Page 20 of 27 Pages
which Phoenix Holdings, CFM and Winston L.P. may be deemed to own beneficially
and (C) 796,950 Shares which QIP may be deemed to own beneficially.
Based on the assumptions set forth above with respect to the
Market Price Shares and given the specified dollar amounts set forth above in
each of QIP's, Phoenix Holdings', Winston LDC's and Winston LLC's Agreements,
the aggregate number of Shares of which Dr. Chatterjee may be deemed a
beneficial owner if the QIP, Phoenix Holdings, Winston LDC and Winston LLC
Market Price Shares were included is 2,686,766 (approximately 13.78% of the
total number of Shares which would be outstanding assuming the exercise or
conversion by QIP, Phoenix Holdings, Winston LDC and Winston LLC of all
convertible or exercisable securities contained in the Agreement held for their
accounts, including the QIP, Phoenix Holdings, Winston LDC and Winston LLC
Market Price Shares).
(b) (i) Each of QIP, QIHMI (pursuant to QIP's constituent
documents), QIH Management (by virtue of its position as sole general partner of
QIHMI), SFM LLC (by virtue of the QIP contract), Mr. Soros (as a result of his
position with SFM LLC), Mr. Druckenmiller (as a result of his position with SFM
LLC) and Dr. Chatterjee (as a result of his position as a sub-advisor to QIP
with respect to the Shares) may be deemed to have the shared power to direct the
voting and disposition of the Shares held, or issuable upon the conversion or
exercise of all of the convertible securities reported herein as being held, for
the account of QIP.
(ii) Phoenix Holdings may be deemed to have the sole power to
vote and dispose of the Shares held, or issuable upon the conversion or exercise
of all of the convertible securities reported herein as being held, for its
account. Mr. Soros and Winston L.P. (in their capacity as managing members of
Phoenix Holdings) may be deemed to have shared power to direct the voting and
disposition of such Shares. CFM (in its capacity as sole general partner of
Winston L.P.) and Dr. Chatterjee (in his capacity as sole general partner of
CFM) may be deemed to have the shared power to direct the voting and disposition
of such Shares.
(iii)Each of Winston LDC, Chatterjee Advisors (in its capacity
as manager of Winston LDC), Chatterjee Management (in its capacity as investment
advisor to Winston LDC) and Dr. Chatterjee (in his capacity as the person
ultimately in control of both Chatterjee Advisors and Chatterjee Management) may
be deemed to have the sole power to direct the voting and disposition of the
Shares held, or issuable upon the conversion or exercise of all of the
convertible securities reported herein as being held, for the account of Winston
LDC.
(iv) Each of Winston LLC, Chatterjee Advisors (in its capacity as
manager of Winston LLC), Chatterjee Management (in its capacity as investment
advisor to Winston LLC) and Dr. Chatterjee (in his capacity as the person
ultimately in control of both Chatterjee Advisors and Chatterjee Management) may
be deemed to have the sole power to direct the voting and disposition of the
Shares held, or issuable upon the conversion or exercise of all of the
convertible securities reported herein as being held, for the account of Winston
LLC.
(c) Except as disclosed above, there have been no transactions
effected with respect to the Shares since April 12, 1997 (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
<PAGE>
Page 21 of 27 Pages
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares, and Shares issuable upon conversion of the Warrant A Amount and
Warrant B Amount, held for the account of QIP in accordance with their ownership
interests in QIP.
(ii) The members of Phoenix Holdings have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares, and Shares issuable upon conversion of the Warrant A Amount and Warrant
B Amount, held for the account of Phoenix Holdings in accordance with their
ownership interests in Phoenix Holdings.
(iii)The shareholders of Winston LDC, including Winston
Offshore, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, Shares, and Shares issuable upon conversion of the
Warrant A Amount and Warrant B Amount, held by Winston LDC in accordance with
their ownership interests in Winston LDC.
(iv) The members of Winston LLC have the right to participate in
the receipt of dividends from, or proceeds from the sale of, Shares, and Shares
issuable upon conversion of the Warrant A Amount and Warrant B Amount, held by
Winston LLC in accordance with their ownership interests in Winston LLC.
(e) Not applicable.
Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller expressly disclaims beneficial ownership of any Shares not held
directly for the account of QIP. Mr. Soros expressly disclaims beneficial
ownership of any Shares not held directly for the accounts of Phoenix Holdings
and QIP. Each of Chatterjee Advisors and Chatterjee Management expressly
disclaims beneficial ownership of any Shares not held directly for the accounts
Winston LDC and Winston LLC. Winston LDC expressly disclaims beneficial
ownership of any Shares not held directly for its account. Winston LLC expressly
disclaims beneficial ownership of any Shares not held directly for its account.
Each of Winston L.P., CFM and Phoenix Holdings expressly disclaims beneficial
ownership of any Shares not held directly for the account of Phoenix Holdings.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Power of Attorney, dated January 1, 1997, granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A
to the Initial Statement and incorporated herein by reference).
B. Power of Attorney, dated January 1, 1997, granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as
Exhibit B to the Initial Statement and incorporated herein by reference).
C. Joint Filing Agreement, dated as of January 1, 1997, by
and among QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros, Mr. Druckenmiller,
Phoenix Holdings, Winston L.P., CFM, Winston LDC, Winston LLC, Chatterjee
Advisors, Chatterjee Management and Dr. Chatterjee (filed as Exhibit C to the
Initial Statement and incorporated herein by reference).
<PAGE>
Page 22 of 27 Pages
D. Power of Attorney, dated May 23, 1996, granted by QIP in
favor of Mr. Gary Gladstein and Mr. Sean Warren and Mr. Michael Neus (filed as
Exhibit D to the Initial Statement and incorporated herein by reference).
E. Power of Attorney, dated May 31, 1995, granted by Dr.
Chatterjee in favor of Mr. Peter Hurwitz (filed as Exhibit E to the Initial
Statement and incorporated herein by reference).
F. Power of Attorney, dated October 25, 1996, granted by
Winston LDC in favor of Mr. Peter Hurwitz (filed as Exhibit E to the Initial
Statement and incorporated herein by reference).
G. Securities Purchase Agreement dated July 31, 1996 among
the Issuer, QIP, Phoenix Holdings, Winston LDC and Winston LLC (filed as Exhibit
10.15 to Amendment No. 2 to the Issuer's Form S-1 (Registration No. 333-10975)
and incorporated herein by reference).
H. Securityholders Agreement dated July 31, 1996 by and
among the Issuer, K. Paul Singh, QIP, Phoenix Holdings, Winston LDC and Winston
LLC (filed as Exhibit 10.10 to the Issuer's Form S-1 Registration No. 333-10875)
and incorporated herein by reference).
I. Registration Rights Agreement dated July 31, 1996 by and
among the Issuer, QIP, Phoenix Holdings, Winston LDC and Winston LLC (filed as
Exhibit 10.11 to the Issuer's Form S-1 (Registration No. 333-10875) and
incorporated herein by reference).
J. Form of the Common Stock Purchase Warrant issued to QIP
(filed as Exhibit J to the Initial Statement and incorporated herein by
reference).
K. Form of the Common Stock Purchase Warrant issued to
Phoenix Holdings (filed as Exhibit K to the Initial Statement and incorporated
herein by reference).
L. Form of the Common Stock Purchase Warrant issued to
Winston LLC (filed as Exhibit L to the Initial Statement and incorporated herein
by reference).
M. Form of the Common Stock Purchase Warrant issued to
Winston LDC (filed as Exhibit M to the Initial Statement and incorporated herein
by reference).
<PAGE>
Page 23 of 27 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: June 11, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its Sole General Partner
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Vice President
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 24 of 27 Pages
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
S-C PHOENIX HOLDINGS, LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Manager
WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
its General Partner
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 25 of 27 Pages
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Manager
CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Manager
CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Vice President
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 26 of 27 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 Administrative services Citco Building
Limited Wickhams Cay
Secretary Road Town
(British Virgin Islands) British Virgin
Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Gary Gladstein Managing Director of 888 Seventh Avenue
Director and President SFM LLC 33rd Floor
(United States) New York, New York
10106
Sean C. Warren Managing Director of 888 Seventh Avenue
Director, Vice President SFM LLC 33rd Floor
and Secretary New York, New York
(United State) 10106
Peter Streinger Chief Financial Officer 888 Seventh Avenue
Treasurer of SFM LLC 33rd Floor
(United States) New York, New York
10106
Michael C. Neus Assistant General 888 Seventh Avenue
Vice President and Counsel of SFM LLC 33rd Floor
Assistant Secretary New York, New York
(United States) 10106
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 27 of 27 Pages
ANNEX B
The following is a list of all of the persons (other than
Stanley Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
