SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)*
TRIANGLE PHARMACEUTICALS, INC.
-----------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
------------------------------
(Title of Class of Securities)
89589H104
---------
(CUSIP Number)
July 1, 2000
------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 19 Pages
Exhibit Index: 16
<PAGE>
SCHEDULE 13G
CUSIP No. 89589H104 Page 2 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 1,000,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,000,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.62%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 89589H104 Page 3 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,000,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,000,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.62%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 89589H104 Page 4 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,000,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,000,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.62%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 89589H104 Page 5 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,645,205
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,645,205
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,645,205
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
4.32%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 89589H104 Page 6 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,645,205
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,645,205
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,645,205
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
4.32%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 89589H104 Page 7 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 202,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 202,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
202,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.53%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 89589H104 Page 8 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
PENNSYLVANIA
5 Sole Voting Power
Number of 202,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 202,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
202,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.53%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 19 Pages
Item 1(a) Name of Issuer:
Triangle Pharmaceuticals, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
4 University Place, 4611 University Drive, Durham, North
Carolina 27707.
Item 2(a) Name of Person Filing:
The Statement is 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");
and
vii) Duquesne Capital Management, L.L.C. ("Duquesne LLC").
This Statement relates to Shares (as defined herein) held for
the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), QIP and the Duquesne LLC Clients (as defined
herein).
SFM LLC serves as principal investment manager to Quantum
Partners. As such, SFM LLC has been granted investment discretion over portfolio
investments, including the Shares, held for the account of Quantum Partners.
Effective as of July 1, 2000, Mr. Druckenmiller ceased to be
the Lead Portfolio Manager of, and is no longer employed by, SFM LLC and, as a
result of a reorganization of SFM LLC, the Management Committee has been
eliminated. Mr. Druckenmiller no longer may be deemed the beneficial owner of
securities held for the accounts of Quantum Partners and QIP, and is no longer a
Reporting Person. In addition, Duquesne LLC is no longer a Reporting Person.
Neither QIP, QIHMI, QIH Management, SFM LLC or Mr. Soros may be deemed the
beneficial owner of more than five percent of the outstanding Shares. Mr. Soros
is the Chairman and President of SFM LLC.
QIHMI, an investment advisory firm, is vested with investment
discretion over the Shares held for the account of QIP. Mr. Soros is the sole
shareholder of QIH Management, which is the sole general partner of QIHMI. Mr.
Soros has entered into an agreement pursuant to which he has agreed to use his
best efforts to cause QIH Management, as the general partner of QIHMI, to act at
the direction of SFM LLC.
<PAGE>
Page 10 of 19 Pages
Mr. Druckenmiller owns a 75% interest in, and is the sole
managing member of, Duquesne LLC, an investment advisory firm that serves as a
discretionary investment advisor to a limited number of institutional clients
(the "Duquesne LLC Clients").
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of QIHMI,
QIH Management, SFM LLC and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106. The address of the principal business office of QIP is Kaya
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
Item 2(c) Citizenship:
i) QIP is a Cayman Islands exempted limited duration
company;
ii) QIHMI is a Delaware limited partnership;
iii) QIH Management is a Delaware corporation;
iv) SFM LLC is a Delaware limited liability company; and
v) Mr. Soros is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value (the "Shares").
Item 2(e) CUSIP Number:
89589H104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of July 1, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Each of QIP, QIHMI and QIH Management may be deemed the
beneficial owner of the 1,000,000 Shares held for the
account of QIP.
(ii) Each of SFM LLC and Mr. Soros may be deemed the
beneficial owner of 1,645,205 Shares. This number
includes (A) 1,000,000 Shares held for the account of
QIP and (B) 645,205 Shares held for the account of
Quantum Partners.
<PAGE>
Page 11 of 19 Pages
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP, QIHMI and
QIH may be deemed to be the beneficial owner
constitutes approximately 2.62% of the total number of
Shares outstanding.
(ii) The number of Shares of which SFM LLC and Mr. Soros may
be deemed to be the beneficial owner constitutes
approximately 4.32% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 1,000,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,000,000
(iv) Shared power to dispose or to direct the disposition of: 0
QIHMI
-----
(i) Sole power to vote or to direct the vote: 1,000,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,000,000
(iv) Shared power to dispose or to direct the disposition of: 0
QIH
---
(i) Sole power to vote or to direct the vote: 1,000,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,000,000
(iv) Shared power to dispose or to direct the disposition of: 0
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 1,645,205
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,645,205
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 12 of 19 Pages
Mr. Soros
----------
(i) Sole power to vote or to direct the vote: 1,645,205
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,645,205
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following [x].
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
(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) The shareholders of Quantum Partners, including Quantum
Endowment Fund N.V., a Netherlands Antilles company,
have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the
Shares held by Quantum Partners in accordance with
their ownership interests in Quantum Partners.
Each of QIP, QIHMI and QIH Management expressly disclaims
beneficial ownership of any Shares held directly for the account of Quantum
Partners.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
<PAGE>
Page 13 of 19 Pages
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 14 of 19 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: July 5, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: July 5, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ RICHARD D. HOLAHAN, JR.
---------------------------
Richard D. Holahan, Jr.
Secretary
Date: July 5, 2000 QIH MANAGEMENT, INC.
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Secretary
Date: July 5, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Date: July 5, 2000 GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
Page 15 of 19 Pages
Date: July 5, 2000 STANLEY F. DRUCKENMILLER
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: July 5, 2000 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
--------------------------------
Gerald Kerner
Managing Director
<PAGE>
Page 16 of 19 Pages
EXHIBIT INDEX
Page No.
--------
E. Power of Attorney, dated as of January 27, 2000,
granted by Mr. George Soros in 17 favor of Mr. Michael
C. Neus and Mr. Richard D. Holahan,
Jr..................................................... 17
F. Power of Attorney, dated as of January 27, 2000,
granted by Mr. Stanley F. Druckenmiller in favor of Mr.
Michael C. Neus and Mr. Richard D. Holahan, Jr.
....................................................... 18
G. Power of Attorney, dated as of January 24, 2000,
granted by Quantum Industrial Partners LDC in favor of
Mr. Michael C. Neus and Mr. Richard D. Holahan,
Jr.................................................... 19
