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. 2)*
CURAGEN CORPORATION
___________________
(Name of Issuer)
Common Stock, $0.01 Par Value
______________________________
(Title of Class of Securities)
23126R101
______________
(CUSIP Number)
March 27, 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 18
Exhibit Index: Page 15
<PAGE>
SCHEDULE 13G
CUSIP No. 23126R101 Page 2 of 18 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 3,491,267
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 3,491,267
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,491,267
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
9.73%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 23126R101 Page 3 of 18 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 3,491,267
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 3,491,267
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,491,267
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
9.73%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 23126R101 Page 4 of 18 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 3,491,267
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 3,491,267
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,491,267
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
9.73%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 23126R101 Page 5 of 18 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 3,631,267
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 3,631,267
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,631,267
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
10.13%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 23126R101 Page 6 of 18 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 3,631,267
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
3,631,267
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,631,267
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
10.13%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 23126R101 Page 7 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 3,631,267
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
3,631,267
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,631,267
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
10.13%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 18 Pages
Item 1(a) Name of Issuer:
Curagen Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
555 Long Wharf Drive, 11th Floor, New Haven, Connecticut 06511
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, a Cayman Islands
exempted limited duration company ("QIP");
ii) QIH Management Investor, L.P., a Delaware limited
partnership ("QIHMI");
iii) QIH Management, Inc., a Delaware corporation ("QIH
Management");
iv) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
v) Mr. George Soros ("Mr. Soros"); and
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
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") and QIP.
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. Mr.
Soros is Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager
and a Member of the Management Committee 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 9 of 18 Pages
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, Mr. Soros and Mr. Druckenmiller 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;
v) Mr. Soros is a United States citizen; and
vi) Mr. Druckenmiller is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
23126R101
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 April 7, 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 3,491,267 Shares held
for the account of QIP.
ii) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller may
be deemed the beneficial owner of 3,631,267 Shares.
This number includes (A) 3,491,267 Shares held for
the account of QIP and (B) 140,000 Shares held for
the account of Quantum Partners.
<PAGE>
Page 10 of 18 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 9.73% of the total number
of Shares outstanding.
ii) The number of Shares of which SFM LLC, Mr. Soros and
Mr. Druckenmiller may be deemed to be the beneficial
owner constitutes approximately 10.13% 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: 3,491,267
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,491,267
(iv) Shared power to dispose or to direct the disposition of: 0
QIHMI
-----
(i) Sole power to vote or to direct the vote: 3,491,267
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,491,267
(iv) Shared power to dispose or to direct the disposition of: 0
QIH
---
(i) Sole power to vote or to direct the vote: 3,491,267
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,491,267
(iv) Shared power to dispose or to direct the disposition of: 0
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 3,631,267
(ii) Shared power to vote or to direct the vote: 0
<PAGE>
Page 11 of 18 Pages
(iii) Sole power to dispose or to direct the disposition of: 3,631,267
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,631,267
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,631,267
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,631,267
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,631,267
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
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 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.
<PAGE>
Page 12 of 18 Pages
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.
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 13 of 18 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: April 7, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: April 7, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
--------------------------
Michael C. Neus
Vice President
Date: April 7, 2000 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
Date: April 7, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
Date: April 7, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 14 of 18 Pages
Date: April 7, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 15 of 18 Pages
EXHIBIT INDEX
Page No.
--------
E. Power of Attorney, dated as of January 27, 2000, granted
by Mr. George Soros in favor of Mr. Michael C. Neus and
Mr. Richard D. Holahan, Jr.............................. 16
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.................. 17
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.......... 18
Page 16 of 18 Pages
EXHIBIT E
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR. acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Chairman of,
member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and
each of its affiliates or entities advised by me or SFM LLC, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial
statements of, or statements of changes in, beneficial ownership of securities
on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 27th day of
January, 2000.
/s/ George Soros
------------------------
GEORGE SOROS
Page 17 of 18 Pages
EXHIBIT F
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR.
acting individually, as my agent and attorney-in-fact for the purpose of
executing in my name, (a) in my personal capacity or (b) in my capacity as Lead
Portfolio Manager of, member of or in other capacities with Soros Fund
Management LLC ("SFM LLC") and each of its affiliates or entities advised by me
or SFM LLC, all documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 27th day of
January, 2000.
/s/ Stanley F. Druckenmiller
------------------------------------
STANLEY F. DRUCKENMILLER
Page 18 of 18 Pages
EXHIBIT G
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS
LDC (the "Company"), an exempted limited duration company existing and operating
under the laws of the Cayman Islands does, pursuant to a duly adopted resolution
of its Managing Director, hereby designate, constitute and appoint:
MICHAEL C. NEUS AND RICHARD D. HOLAHAN, JR.
acting, singly and not jointly, as its true and lawful agent and attorney in
fact for the purpose of executing in its name, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
Each attorney-in-fact is hereby authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing. All prior acts of each attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be executed this
24th day of January, 2000.
QUANTUM INDUSTRIAL PARTNERS LDC
/s/ Curacao Corporation Company N.V.
------------------------------------------
Curacao Corporation Company N.V.
Managing Director
