SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DBT ONLINE, INC.
---------------------------------
(Name of Issuer)
Common Stock, $0.10 Par Value
------------------------------------
(Title of Class of Securities)
233044106
---------------------------
(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)
September 19, 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 9 Pages
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Page 2 of 9 Pages
SCHEDULE 13D
CUSIP No. 233044106
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*
AF
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 575,741
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 575,741
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
575,741
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
6.33%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 9 Pages
SCHEDULE 13D
CUSIP No. 233044106
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*
AF
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 575,741
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
575,741
11 Aggregate Amount Beneficially Owned by Each Reporting Person
575,741
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
6.33%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 9 Pages
SCHEDULE 13D
CUSIP No. 233044106
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*
AF
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 237,212
Shares
Beneficially 8 Shared Voting Power
Owned By 575,741
Each
Reporting 9 Sole Dispositive Power
Person 237,212
With
10 Shared Dispositive Power
575,741
11 Aggregate Amount Beneficially Owned by Each Reporting Person
812,953
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
8.94%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 9 Pages
SCHEDULE 13D
CUSIP No. 233044106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital 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*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Pennsylvania
7 Sole Voting Power
Number of 237,212
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 237,212
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
237,212
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.61%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 9 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of DBT Online, Inc. (the
"Issuer"). This Amendment No. 2 supplementally amends the initial statement on
Schedule 13D dated June 6, 1997 and Amendment No. 1 thereto dated August 28,
1997 (collectively, the "Initial Statement") filed by the Reporting Persons (as
defined herein). This Amendment No. 2 is being filed by the Reporting Persons to
report that as a result of recent acquisitions of Shares for the accounts of
Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners") and the Duquesne LLC Clients (as defined in the Initial
Statement), the number of Shares of which the Reporting Persons currently may be
deemed the beneficial owners has increased by more than one percent of the total
number of outstanding Shares. 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 by Soros Fund Management LLC, a
Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros"),
Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller") and Duquesne Capital
Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC,"
and together with SFM LLC, Mr. Soros and Mr. Druckenmiller, the "Reporting
Persons"). This statement relates to Shares held for the accounts of Quantum
Partners and the Duquesne LLC Clients.
Item 3. Source and Amount of Funds or Other Consideration
Quantum Partners expended approximately $6,712,701 of its working
capital to purchase the Shares reported herein as being acquired in the last 60
days.
Duquesne LLC expended approximately $6,706,273 of the working
capital of the Duquesne LLC Clients to purchase the Shares reported herein as
being acquired in the last 60 days.
The Shares held for the accounts of Quantum Partners, other SFM
Clients and/or the Duquesne LLC Clients may be held through margin accounts
maintained with brokers, which extend margin credit as and when required to open
or carry positions in their margin accounts, subject to applicable federal
margin regulations, stock exchange rules and such firms' credit policies. The
Shares which may be held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the respective accounts.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of SFM LLC and Mr. Soros may be deemed the
beneficial owner of the 575,741 Shares held for the account of Quantum Partners
(approximately 6.33% of the total number of Shares outstanding).
(ii) Mr. Druckenmiller may be deemed the beneficial owner of
812,953 Shares (approximately 8.94% of the total number of Shares outstanding).
This number consists of (A) 575,741 Shares held for the account of Quantum
Partners and (B) 237,212 Shares held for the accounts of the Duquesne LLC
Clients.
(iii) Duquesne LLC may be deemed the beneficial owner of the
237,212 Shares held for the accounts of the Duquesne LLC Clients (approximately
2.61% of the total number of Shares outstanding).
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 575,741 Shares held for the account of Quantum Partners.
<PAGE>
Page 7 of 9 Pages
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 575,741
Shares held for the account of Quantum Partners.
(iii) Pursuant to contracts with the Duquesne LLC Clients,
and as a result of the position held by Mr. Druckenmiller with Duquesne LLC,
each of Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power
to direct the voting and disposition of the 237,212 Shares held for the accounts
of the Duquesne LLC Clients.
(c) Except for the transactions disclosed on Annex A
hereto, all of which were effected in the over-the-counter market in routine
brokerage transactions, there have been no transactions with respect to the
Shares since July 27, 1997 (60 days prior to the date hereof) by any of the
Reporting Persons, Quantum Partners or the accounts of the Duquesne LLC Clients.
(d) (i) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the account of Quantum Partners
in accordance with their ownership interests in Quantum Partners.
(ii) The Duquesne LLC Clients have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares held
for their accounts.
(e) Not applicable.
SFM LLC and Mr. Soros expressly disclaim beneficial ownership of
any Shares not held for the accounts of the SFM Clients. Duquesne LLC expressly
disclaims beneficial ownership of any Shares not held for the accounts of the
Duquesne LLC Clients.
<PAGE>
Page 8 of 9 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: September 25, 1997
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
-----------------------------
Gerald Kerner
Managing Director
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Page 9 of 9 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
DBT ONLINE, INC.
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Partners/1/ 08/28/97 Buy 2,500 50.3750
09/03/97 Buy 15,000 52.3950
09/05/97 Buy 1,250 52.3750
09/09/97 Buy 1,500 56.3750
09/11/97 Buy 3,750 59.8750
09/18/97 Buy 18,700 64.8540
09/19/97 Buy 8,600 64.6850
09/23/97 Buy 37,500 64.426
09/24/97 Buy 19,450 63.817
Duquesne LLC Clients/2/ 08/28/97 Buy 2,500 50.3750
09/03/97 Buy 15,000 52.3958
09/05/97 Buy 1,250 52.3750
09/09/97 Buy 1,500 56.3750
09/11/97 Buy 3,750 59.8750
09/18/97 Buy 18,700 64.8541
09/19/97 Buy 8,500 64.8850
09/23/97 Buy 37,500 64.4267
09/24/97 Buy 19,450 63.817
- -------------------
/1/ Transactions effected at the direction of SFM LLC.
/2/ Transactions effected at the direction of Duquesne LLC.
</TABLE>
