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. 2)*
Puradyn Filter Technologies Inc. (f.k.a. T/F Purifiner, Inc.)
_____________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
________________________________________
(Title of Class of Securities)
872405105
______________
(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)
January 24, 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 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
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 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 12
<PAGE>
SCHEDULE 13D
CUSIP No. 872405105 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*
OO; 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
CAYMAN ISLANDS
7 Sole Voting Power
Number of 4,570,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,570,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
43.76%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 872405105 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*
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 4,570,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,570,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
43.76%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 872405105 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*
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 4,570,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,570,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
43.76%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 872405105 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*
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 4,570,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,570,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
43.76%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 872405105 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*
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 4,570,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,570,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
43.76%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 872405105 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*
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 4,570,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,570,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
43.76%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 12 Pages
This Amendment No. 2 to Schedule 13D relates to shares of
Common Stock, $0.001 par value per share (the "Shares"), of Puradyn Filter
Technologies, Inc. (the "Issuer"). This Amendment No. 2 supplementally amends
the initial statement on Schedule 13D dated June 30, 1997 and all amendments
thereto (collectively, the "Initial Statement") filed by the Reporting Persons.
This Amendment No. 2 is being filed by the Reporting Persons to report that, as
a result of the recent acquisition of Shares of the Issuer, the number of Shares
of which the Reporting Persons may be deemed the beneficial owners has increased
by more than one percent of the total number of Shares outstanding. Capitalized
terms used herein but not defined shall have the meanings ascribed to them in
the Initial Statement. The Initial Statement is supplementally amended as
follows.
Item 2. Identity and Background.
The business of SFM LLC is managed through a Management
Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller
and Mr. Duncan Hennes. Set forth in Annex A hereto and incorporated by reference
in response to this Item 2 and elsewhere in this Schedule 13D as applicable is
an updated list of the Managing Directors of SFM LLC.
Item 3. Source and Amount of Funds or Other Consideration.
On January 24, 2000, QIP acquired from the Issuer, in exchange
for the surrender of the Exchange Note and the $500,000 Note, 2,500,000 Shares
(the "Exchange"). In addition, simultaneous with the Exchange, QIP acquired
1,000,000 Shares from the Issuer for $1,000,000.
The Shares held for the account of QIP 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 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for
the account of QIP were acquired for investment purposes. Neither the Reporting
Persons nor, to the best of their knowledge, any of the other individuals
identified in response to Item 2, has any plans or proposals that relate to or
would result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Mr. Soros, Mr. Druckenmiller and SFM LLC reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose, or cause to be disposed, such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of the Reporting Persons and/or the SFM Clients, market
conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of the 4,570,000 Shares held for the account of QIP (approximately 43.76%
of the total number of Shares outstanding).
(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 4,570,000 Shares held for the account of QIP.
<PAGE>
Page 9 of 12 Pages
(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 4,570,000 Shares held for the account
of QIP.
(c) Except for the transactions described in Item 3 (which is
incorporated into this Item 5 by reference) hereto, there have been no
transactions with respect to the Shares since December 2, 1999 (60 days prior to
the date hereof) by any of the Reporting Persons.
(d) 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
From time to time each of the Reporting Persons and/or the SFM
Clients may lend portfolio securities to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender
and typically provide that the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time to the
extent permitted by applicable law, each of such persons or entities may borrow
the Shares for the purpose of effecting, and may effect, short sale
transactions, and may purchase securities for the purpose of closing out short
positions in such securities.
On March 5, 1998, Robert Soros, an employee of SFM LLC,
resigned as a Director of the Issuer. It is expected that Robert Soros will
serve as an observer to the Board of Directors of the Issuer.
Item 7. Material to be Filed as Exhibits.
This Item 7 is not applicable.
<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: January 31, 2000
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>
Page 12 of 12 Pages
ANNEX A
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
L. Kevin Dann
Duncan Hennes
Ron Hiram
Michael Karsh
Sheldon Kasowitz
David N. Kowitz
Carson Levit
Alexander C. McAree
Steven Okin
Michael Pendy
Frank Sica
Each of the above-listed persons is a United States citizen whose
principal occupation is serving as Managing Director of SFM LLC or affiliated
entities, 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 hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
