<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 16, 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 / / (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 11 Pages
Exhibit Index: Page 10
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 237654207 PAGE 2 OF 11 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
282,000(1)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
8.05%
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 11 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 312,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
312,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
312,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
8.91%
14 Type of Reporting Person*
IA, PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 237654207 PAGE 4 OF 11 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 312,000
Each
Reporting 9 Sole Dispositive Power
Person 11,000
With
10 Shared Dispositive Power
312,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
323,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
9.22%
14 Type of Reporting Person*
IN, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 237654207 PAGE 5 OF 11 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 312,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
312,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
312,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
8.91%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
Page 6 of 11 Pages
This Amendment No. 1 to Schedule 13D relates to shares of common stock,
$0.001 par value (the "Shares"), of Data Dimensions, Inc. (the "Issuer") and
amends the initial statement on Schedule 13D dated April 15, 1996 (the "Initial
Statement"). This Amendment No. 1 is being filed by the Reporting Persons to
report the recent acquisition of Shares for the accounts of the White Rock
Clients. Capitalized terms used herein but not defined herein shall have the
meaning ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as set forth herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares reported in Item 5(c) were purchased for the accounts of the
White Rock Clients. The source of funds used to purchase the Shares for each of
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 $1,050,000. 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 $150,000.
The Shares held for the account of the Quasar may be held through
margin accounts maintained with Arnhold and S. Bleichroeder, Inc. or other
brokers, which extend margin credit to Quasar 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.
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 323,000 (approximately 9.22% 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 312,000 Shares
(approximately 8.91% of the total number of Shares outstanding). This number
consists of (i) 282,000 Shares held for the account of Quasar and (2) 30,000
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 held for the account of Quasar,
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 the 282,000 Shares (approximately 8.05% of the total
number of Shares outstanding) held for the account of Quasar.
(iii) Thomas U. Barton may be deemed the beneficial owner of
323,000 Shares (approximately 9.22% 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 312,000
Shares of which White Rock may be deemed beneficial owner.
<PAGE> 7
Page 7 of 11 Pages
(c) Except for the transactions listed in Annex A hereto which were
made at the direction of Whiterock, there have been no transactions with
respect to the Shares since April 12, 1996 (the date of the last transactions
reported in the Initial Statement) by the Reporting Persons, SFM, Quasar or
Collins Capital.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(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 (filed as Exhibit B to the Initial Statement and incorporated herein by
reference).
(c) Power of Attorney dated April 16, 1996 granted by Mr. George Soros
in favor of Mr. Sean C. Warren.
<PAGE> 8
Page 8 of 11 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 17, 1996 GEORGE SOROS
/s/ Sean C. Warren
By: --------------------------
Sean C. Warren
Attorney-in-Fact
Date: April 17, 1996 WHITE ROCK CAPITAL, L.P.
/s/ Thomas U. Barton
By: --------------------------
Thomas U. Barton
General Partner
/s/ Thomas U. Barton
Date: April 17, 1996 -----------------------------------
Thomas U. Barton
/s/ Joseph U. Barton
Date: April 17, 1996 -----------------------------------
Joseph U. Barton
<PAGE> 9
Page 9 of 11 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
DATA DIMENSIONS, INC.
<TABLE>
<CAPTION>
NATURE OF NUMBER PRICE
FOR THE ACCOUNT OF DATE OF PURCHASE TRANSACTION OF SHARES PER SHARE
- ------------------ ---------------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quasar 04/16/96 Purchase 35,000 $30.000
Collins Capital 04/16/96 Purchase 5,000 $30.000
</TABLE>
<PAGE> 10
Page 10 of 11 Pages
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
C Power of Attorney dated April 16, 1996 granted by
Mr. George Soros in favor of Mr. Sean Warren. 10
</TABLE>
<PAGE> 1
Page 11 of 11 Pages
EXHIBIT C
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, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management, 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(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 16th day of April,
1996.
/s/ George Soros
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GEORGE SOROS
