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. 7)*
EarthLink Network, Inc.
-----------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
-------------------------------
(Title of Class of Securities)
270322100
--------------
(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)
December 8, 1998
---------------------------------
(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 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 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 12 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 2 of 12 Pages
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 933,140
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 933,140
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
933,140
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
3.27%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 3 of 12 Pages
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 933,140
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 933,140
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
933,140
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
3.27%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 4 of 12 Pages
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 933,140
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 933,140
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
933,140
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
3.27%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 5 of 12 Pages
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 933,140
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 933,140
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
933,140
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
3.27%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 6 of 12 Pages
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 177,027
Shares
Beneficially 8 Shared Voting Power
Owned By 933,140
Each
Reporting 9 Sole Dispositive Power
Person 177,027
With
10 Shared Dispositive Power
933,140
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,110,167
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
3.89%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 7 of 12 Pages
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 933,140
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
933,140
11 Aggregate Amount Beneficially Owned by Each Reporting Person
933,140
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
3.27%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 12 Pages
This Amendment No. 7 to Schedule 13D relates to shares of common stock,
$0.01 par value per share (the "Shares"), of EarthLink Network, Inc. (the
"Issuer"). This Amendment No. 7 supplementally amends the initial statement on
Schedule 13D dated February 3, 1997 and all amendments thereto (collectively,
the "Initial Statement"), filed by the Reporting Persons (as defined herein).
This Amendment No. 7 is being filed to report that as a result of the recent
disposition of Shares, pursuant to Forms 144 filed on October 15, 1998, the
Reporting Persons may no longer be deemed the beneficial owners of five percent
or more of the outstanding Shares of the Issuer. 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");
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to the Shares held for the accounts of QIP and
Mr. Soros.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller may be deemed the beneficial owner of the 933,140 Shares held for
the account of QIP (approximately 3.27% of the total number of Shares
outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of
1,110,167 Shares (approximately 3.89% of the total number of Shares
outstanding). This number includes (A) 177,027 Shares held directly for his
personal account and (B) 933,140 Shares held for the account of QIP.
(b) (i) Each of QIP, QIHMI, QIH Management and SFM LLC (by
virtue of the QIP contract) may be deemed to have the sole power to direct the
voting and disposition of the 933,140 Shares held for the account of QIP.
(ii) Each of Mr. Soros and Mr. Druckenmiller, as a result of
their positions with SFM LLC, may be deemed to have shared power to direct the
voting and disposition of the 933,140 Shares held for the account of QIP.
(iii) Mr. Soros has the sole power to vote and dispose of the
177,027 Shares held for his personal account.
<PAGE>
Page 9 of 12 Pages
(c) Except for the transactions disclosed in Annex A
hereto, which were effected in routine brokerage transactions, under Rule 144,
pursuant to Forms 144 filed October 15, 1998, there have been no transactions
effected with respect to the Shares since October 30, 1998 (the date of filing
of the last Statement on Schedule 13D) 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 Shares held for the account of QIP in accordance with their
ownership interests in QIP.
(ii) Mr. Soros has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held for his
personal account.
(e) Not applicable.
Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller
expressly disclaims beneficial ownership of any Shares held directly for the
account of Mr. Soros.
The five separate irrevocable trusts for the children of Mr.
Soros, no longer hold any Shares of the Issuer.
<PAGE>
Page 10 of 12 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: December 11, 1998
QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Michael C. Neus
-------------------------------------
Michael C. Neus
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /s/ Michael C. Neus
-------------------------------
Michael C. Neus
Vice President
QIH MANAGEMENT, INC.
By: /s/ Michael C Neus
--------------------------------------
Michael C. Neus
Vice President
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
<PAGE>
Page 11 of 12 Pages
STANLEY F. DRUCKENMILLER
By: /s/ Michael C. Neus
--------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
Page 12 of 12 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
EARTHLINK NETWORK, INC.
Date of Number of Price Per
For the Account of Transaction Activity Shares Share
- ------------------ ----------- -------- ------ -----
<S> <C> <C> <C> <C>
Quantum Industrial Partners LDC 12/04/98 SELL 18,600 $57.6000
12/07/98 SELL 123,300 $58.8700
12/08/98 SELL 86,500 $60.2600
12/08/98 SELL 142,500 $59.5400
12/09/98 SELL 302,200 $60.9430
12/09/98 SELL 25,300 $60.9430
12/10/98 SELL 10,500 $61.5560
George Soros 12/04/98 SELL 2,900 $57.6000
12/07/98 SELL 19,200 $58.8700
12/08/98 SELL 13,500 $60.2600
12/08/98 SELL 22,200 $59.5400
12/09/98 SELL 21,900 $60.9430
</TABLE>
