<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
DATA DIMENSIONS, INC.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
237654207
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 3, 1996
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /x/(A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 ("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 15 Pages
Exhibit Index: 13
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 237654207 PAGE 2 OF 15 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his capacity as the sole proprietor of
Soros Fund Management)
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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
247,000(1)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
7.05%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(1) See Item 5.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 237654207 PAGE 3 OF 15 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
White Rock Capital, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 272,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
272,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
272,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
7.77%
14 Type of Reporting Person*
IA, PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 237654207 PAGE 4 OF 15 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
PF, OO
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 11,000
Shares
Beneficially 8 Shared Voting Power
Owned By 272,000
Each
Reporting 9 Sole Dispositive Power
Person 11,000
With
10 Shared Dispositive Power
272,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
283,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
8.08%
14 Type of Reporting Person*
IN, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 237654207 PAGE 5 OF 15 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
OO
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 272,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
272,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
272,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
7.77%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
PAGE 6 OF 15 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common
stock, $0.001 par value (the "Shares"), of Data Dimensions, Inc. (the "Issuer").
The address of the principal executive offices of the Issuer is 777 108th
Avenue, N.E., Suite 2070, Bellevue, Washington 98004. This statement on Schedule
13D is being filed by the Reporting Persons (as defined below) to report recent
transactions in the Shares as a result of which the Reporting Persons may be
deemed the beneficial owner of in excess of 5% of the outstanding Shares.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of White Rock Capital, L.P.,
a Texas limited partnership ("White Rock"), and Thomas U. Barton and Joseph U.
Barton, both United States citizens, the general partners of White Rock. This
statement is also being filed on behalf of Mr. George Soros, a United States
citizen, in his capacity as the sole proprietor of an investment advisory firm
conducting business under the name Soros Fund Management ("SFM"). White Rock,
Thomas U. Barton, Joseph U. Barton and Mr. Soros are sometimes referred to
herein collectively as the "Reporting Persons." This statement on Schedule 13D
relates to Shares acquired by White Rock on behalf of certain institutional
clients (the "White Rock Clients"), namely Quasar International Partners C.V.,
a Netherlands Antilles limited partnership ("Quasar") and Collins Capital
Diversified Fund, L.P., a Delaware limited partnership ("Collins Capital").
This statement on Schedule 13D also relates to certain options (the "Barton
Options") acquired by Thomas U. Barton, for his own personal account, pursuant
to arrangement between Donaldson, Lufkin & Jenrette Securities Corporation
and Thomas U. Barton providing for the trading of options to acquire
securities, including the Shares, at a strike price typically equivalent to the
current market price on the date such option is acquired.
Quasar has its principal office at Kaya Flamboyan 9, Curacao,
Netherlands Antilles. Quasar granted investment discretion to SFM pursuant to
an investment advisory contract. SFM's contract with Quasar provides that SFM is
responsible for designing and implementing Quasar's overall investment
strategy; for conducting direct portfolio management strategies to the extent
that SFM determines that it is appropriate to utilize its own portfolio
management capabilities; for selecting, evaluating and monitoring other
investment advisors who manage separate portfolios on behalf of Quasar; and for
allocating and reallocating Quasar's assets among the outside managers and
itself. In connection therewith, Quasar granted investment discretion to White
Rock, pursuant to an investment advisory contract between Quasar and White
Rock (the "White Rock Contract"). The shares currently held by Quasar were
acquired at the direction of White Rock, and none of Mr. Soros, SFM or
Quasar currently exercises voting or investment discretion over the Shares.
Collins Capital is a limited partnership whose primary
business is to serve as a fund to fund manager, placing partnership assets
under the discretionary direction of outside managers. In connection therewith,
Collins Capital entered into an agreement with Thomas U. Barton and Joseph U.
Barton of White Rock, dated December 22, 1994, pursuant to which Thomas U.
Barton and Joseph U. Barton were appointed to manage a securities trading
portfolio on a discretionary basis. The principal business address of Collins
Capital is 3131 Turtle Creek Boulevard, Suite 888, Dallas, Texas 75219.
White Rock is a limited partnership engaged in the investment
and investment management business. Thomas U. Barton and Joseph U. Barton are
the general partners of White Rock. The principal business address of each of
the Reporting Persons other than Mr. Soros is 3131 Turtle Creek Boulevard, Suite
800, Dallas, Texas 75219.
SFM is a sole proprietorship of which Mr. Soros is the sole
proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106. Its sole business is to serve, pursuant to contract, as
the principal investment manager or asset manager to several foreign investment
companies, including Quasar.
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PAGE 7 OF 15 PAGES
The principal occupation of Mr. Soros is his direction of the
activities of SFM, which is carried out in his capacity as the sole proprietor
of SFM at SFM's principal office. Information concerning the identity and
background of the Managing Directors of SFM is set forth in Annex A hereto and
incorporated by reference in response to this Item 2.
During the past five years, none of the Reporting Persons,
SFM or Quasar or any other person identified in response to this Item 2 has been
(a) convicted in a criminal proceeding, or (b) a party to any civil proceeding
as a result of which he has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Pursuant to regulations promulgated under Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Act"), and
notwithstanding that none of Mr. Soros, SFM or Quasar currently exercises
voting or investment discretion over the Shares, Mr. Soros (as the sole
proprietor and the person ultimately in control of SFM) may be deemed a
beneficial owner of securities, including the Shares, held for the account of
Quasar as a result of the contractual authority of SFM, upon termination of the
White Rock Contract, to acquire voting and dispositive power with respect to
such securities.
The Reporting Persons are making this single joint filing
pursuant to Rule 13d-1(f) of Regulation 13D-G under the Act; however, neither
the fact of this filling nor any information contained herein shall be deemed
to be an admission by any of the Reporting Persons that a group exists within
the meaning of Section 13(d)(3) of the Act. Additionally, the filing of this
statement shall not be deemed to be an admission by Mr. Soros that he is, for
the purposes of Section 13(d) of the Act, the beneficial owner of any
securities covered by this statement.
Information contained herein concerning Mr. Soros, SFM and
Quasar has been provided by SFM. None of the Reporting Persons other than Mr.
Soros assumes responsibility for such information. Information contained herein
concerning White Rock, Collins Captial, Thomas U. Barton and Joseph U. Barton,
has been provided by White Rock. Mr. Soros assumes no responsibility for such
information.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares reported in Item 5(c) were purchased at the
direction of White Rock for the accounts of the White Rock Clients. The source
of funds used to purchase the Shares for the White Rock Clients was the funds
made available to White Rock for investment by such client. The source of the
funds used for the acquisition of the Shares for the account of Quasar was the
working capital of Quasar. The aggregate amount of Funds used for purchases of
the Shares by Quasar was $4,691,157. The source of the funds used for the
acquisition of Shares for the account of Collins Capital was the working
capital of Collins Capital. The aggregate amount of funds used for purchases
of the Shares by Collins Capital was $502,790.
The Shares held for the accounts of the Quasar may be held
through margin accounts maintained with Arnhold and S. Bleichroeder, Inc. or
other brokers, which extend margin credit as and when required to open or carry
positions in its margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firm's credit policies. The positions
held in the margin accounts, including the Shares, are pledged as collateral
security for the repayment of debit balances in the respective accounts.
The source of the Funds used for the acquisition of the
Barton Options for the account of Thomas U. Barton was the personal funds of
Thomas U. Barton. The aggregate amount of funds used for purchases of the
Barton Options by Thomas U. Barton was $49,659.
ITEM 4. PURPOSE OF TRANSACTION.
All of the Shares reported herein as having been acquired for
the accounts of the White Rock Clients and all of the Barton Options reported
herein as having been acquired for the account of Thomas U. Barton were
acquired for investment purposes. None of 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 which relate to or would result in any
of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Persons reserve the right to
<PAGE> 8
PAGE 8 OF 15 PAGES
acquire additional securities of the Issuer, to dispose of 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 its general
investment and trading policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares which may be deemed to be
beneficially owned by the Reporting Persons is 283,000 (approximately 8.08% of
the total number of Shares outstanding).
(i) All of the Reporting Persons other than
Mr. Soros and Thomas U. Barton may be deemed the beneficial owner of 272,000
Shares (approximately 7.77% of the total number of Shares outstanding). This
number consists of (i) 247,000 Shares held for the account of Quasar and (2)
25,000 Shares held for the account of Collins Capital.
(ii) As a consequence of SFM's ability to
terminate the White Rock Contract with respect to all investments, including but
not limited to those involving the Shares, and acquire the voting and
dispositive power held by White Rock with respect to the Shares, notwithstanding
that none of Mr. Soros, SFM or Quasar currently exercises voting or investment
discretion over the Shares, Mr. Soros may be deemed to be the beneficial owner
of 247,000 Shares (approximately 7.05% of the total number of Shares
outstanding).
(iii) Thomas U. Barton may be deemed the
beneficial owner of 283,000 Shares (approximately 8.08% of the total number of
Shares outstanding). This number consists of: (i) 11,000 Shares issuable upon
exercise by Thomas U. Barton of the Barton Options currently held directly by
him and (ii) the 272,000 Shares of which White Rock may be deemed beneficial
owner. The Barton Options are exercisable at the prices listed on Annex B by
Thomas U. Barton for a period of one year from date of issuance.
(b) (i) White Rock shares the power to vote
and dispose of the 272,000 Shares held by the White Rock Clients with the
general partners of White Rock, Thomas U. Barton and Joseph U. Barton.
(ii) The power to direct the disposition and
voting of the Shares held by Quasar is currently vested in White Rock pursuant
to the White Rock Contract. SFM has the contractual authority on behalf of
Quasar to terminate the investment advisory contract with White Rock relating to
Quasar and, as a result, Mr. Soros may be deemed to have the ability to acquire
the voting and dispositive power held by White Rock with respect to the 247,000
Shares.
(c) Except for the transactions listed in Annex B hereto,
there have been no transactions with respect to the Shares during the past 60
days by the Reporting Persons, SFM or Quasar.
<PAGE> 9
PAGE 9 OF 15 PAGES
(d) (i) The partners of Collins Capital have
the right to participate in the receipt of dividends from, or proceeds for the
sale of, Shares held by Collins Capital in accordance with their ownership
interests in Collins Capital.
(ii) The partners of Quasar have the
right to participate in the receipt of dividends from, or proceeds for the
sale of, Shares held by Quasar in accordance with their ownership interests in
Quasar.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN
RELATIONSHIP WITH RESPECT TO SECURITIES OF THE
ISSUER.
The Reporting Persons do not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney dated October 27, 1994 granted by Mr.
George Soros in favor of Mr. Sean C. Warren.
(b) Joint Filing Agreement, dated April 15, 1996, by and
between Mr. George Soros, White Rock Capital, L.P., Mr. Thomas U. Barton and
Joseph U. Barton.
<PAGE> 10
PAGE 10 OF 15 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 15, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
-----------------------------------
Sean C. Warren
Attorney-in-Fact
Date: April 15, 1996 WHITE ROCK CAPITAL, L.P.
By: /s/ Thomas U. Barton
-----------------------------------
Thomas U. Barton
General Partner
Date: April 15, 1996 /s/ Thomas U. Barton
-----------------------------------
Thomas U. Barton
Date: April 15, 1996 /s/ Joseph U. Barton
-----------------------------------
Joseph U. Barton
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PAGE 11 OF 15 PAGES
ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
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, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons has been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
<PAGE> 12
PAGE 12 OF 15 PAGES
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
DATA DIMENSIONS, INC.
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE
------------------ ---------------- TRANSACTION OF SHARES PER SHARE
----------- --------- ---------
<S> <C> <C> <C> <C>
Quasar 03/29/96 Purchase 75,000 14.000
04/02/96 Purchase 100,000 18.341
04/03/96 Purchase 10,000 20.500
04/04/96 Purchase 22,000 20.094
04/10/96 Purchase 40,000 29.000
Collins Capital 04/02/96 Purchase 10,000 18.341
04/04/96 Purchase 10,000 20.094
04/09/96 Purchase 5,000 23.688
Thomas U. Barton (1) 04/04/96 Purchase 7,000 20.125
04/09/96 Purchase 3,000 23.125
04/11/96 Sale 6,000 24.479
04/12/96 Purchase 7,000 24.535
- ---------------
(1) These transactions do not involve common stock but involve options to
purchase Shares at the strike price listed in the column labeled "Price Per
Share". The exercise of the options bought and/or sold by Thomas U. Barton would
result in the number of Shares reflected in the column labeled "Number of
Shares".
</TABLE>
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PAGE 13 OF 15 PAGES
INDEX OF EXHIBITS
EXHIBIT PAGE
- ------- ----
A Power of Attorney dated October 27, 1994 14
granted by Mr. George Soros in favor of
Mr. Sean Warren.
B Joint Filing Agreement, dated April 15, 15
1996, by and between Mr. George Soros,
White Rock Capital, L.P., Mr. Thomas U.
Barton and Joseph U. Barton.
<PAGE> 1
PAGE 14 OF 15 PAGES
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name or in my personal capacity 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 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(f) 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 this 27th day of October,
1994.
/s/ George Soros
---------------------------------
GEORGE SOROS
<PAGE> 1
PAGE 15 OF 15 PAGES
EXHIBIT B
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Data Dimensions, Inc. dated April 15, 1995 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Date: April 15, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
----------------------------------
Sean C. Warren
Attorney-in-Fact
Date: April 15, 1996 WHITE ROCK CAPITAL, L.P.
By: /s/ Thomas U. Barton
----------------------------------
Thomas U. Barton
General Partner
Date: April 15, 1996
/s/ Thomas U. Barton
----------------------------------
Date: April 15, 1996
/s/ Joseph U. Barton
----------------------------------
