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. 6)*
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)
October 27, 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 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 2 of 14 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 1,642,040
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,642,040
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,642,040
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.76%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 3 of 14 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 1,642,040
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,642,040
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,642,040
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.76%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 4 of 14 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 1,642,040
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,642,040
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,642,040
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.76%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 5 of 14 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 1,642,040
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,642,040
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,642,040
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.76%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 6 of 14 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 256,727
Shares
Beneficially 8 Shared Voting Power
Owned By 1,642,040
Each
Reporting 9 Sole Dispositive Power
Person 256,727
With
10 Shared Dispositive Power
1,642,040
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,898,767
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
6.66%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 270322100 Page 7 of 14 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 1,642,040
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,642,040
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,642,040
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.76%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 14
This Amendment No. 6 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. 6 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. 6 is being filed by the Reporting Persons to report that as a
result of the recent disposition of Shares of the Issuer, the number of Shares
of which certain of the Reporting Persons may be deemed the beneficial owners
has decreased by more than one percent of the total outstanding Shares. The
numbers set forth herein have been adjusted to reflect a two-for-one stock split
effected by the Issuer on July 21, 1998. 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.
Updated information concerning the Managing Directors of SFM LLC is
set forth in Annex A hereto and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a cashless exercise on September 25, 1998, QIP converted
133,400 warrants into 108,808 Shares and Mr. Soros converted 47,200 warrants
into 38,499 Shares.
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 1,642,040 Shares held
for the account of QIP (approximately 5.76% of the total number of Shares
outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of
1,898,767 Shares (approximately 6.66% of the total number of Shares
outstanding). This number includes (A) 256,727 Shares held directly for his
personal account and (B) 1,642,040 Shares held for the account of QIP.
<PAGE>
Page 9 of 14
(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 1,642,040 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 1,642,040 Shares held for the account of QIP.
(iii)Mr. Soros has the sole power to vote and dispose of
the 256,727 Shares held for his personal account.
(c) Except for the transactions disclosed in Annex B
hereto, which were effected in routine brokerage transactions, and as set forth
in Item 3, there have been no transactions effected with respect to the Shares
since August 31, 1998 (60 days prior to the date hereof) by any of the Reporting
Persons.
(d) (i) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the 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.
<PAGE>
Page 10 of 14
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: October 30, 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 14
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 12 of 14
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC, as well as the number
of Shares, if any, held for the account of each:
Number of Shares
----------------
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
L. Kevin Dann
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein..................................................... 0
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty....................................................... 0
Gabriel S. Nechamkin
Steven Okin
Lief D. Rosenblatt
Frank Sica
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) Except for the cashless exercise by Paul McNulty of 100 warrants
into 82 Shares on September 25, 1998 and for the transactions set
forth below, each of the Managing Directors has not effected any
transactions in the Shares since August 31, 1998 (60 days prior to the
date hereof).
<TABLE>
<CAPTION>
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Paul McNulty 10/16/98 SELL 600 $37.0625
Gary Gladstein 10/01/98 SELL 1,000 $39.3750
</TABLE>
(b) Except as set forth in the Initial Statement and for the
Subscription Agreement, which is incorporated herein by reference,
none of the Managing Directors has any contracts, arrangements,
understandings or relationships with respect to the securities of the
Issuer.
<PAGE>
Page 13 of 14
An aggregate of 53,650 Shares are held in five separate irrevocable
trusts for the children of Mr. Soros, one of the trustees of which is Mr. Gary
Gladstein. The Reporting Persons disclaim beneficial ownership of any shares
held in the aforementioned trusts for the benefit of the children of Mr. Soros.
<PAGE>
<TABLE>
<CAPTION>
Page 14 of 14
ANNEX B
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 10/15/98 SELL 84,000 $37.4510
10/16/98 SELL 4,200 $37.5000
10/20/98 SELL 50,400 $37.0000
10/27/98 SELL 42,000 $41.0000
10/27/98 SELL 43,700 $41.1754
George Soros 10/15/98 SELL 13,000 $37.4510
10/16/98 SELL 650 $37.5000
10/20/98 SELL 7,800 $37.0000
10/27/98 SELL 6,500 $41.0000
10/27/98 SELL 6,800 $41.1754
</TABLE>
