UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
January 1, 1997
--------------------------------
(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.
Continued on following page(s)
Page 1 of 19 Pages
Exhibit Index: 16
- --------
* Initial filing with respect to Soros Fund Management LLC and Mr. Stanley
F. Druckenmiller.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 19 Pages
SCHEDULE 13D
CUSIP No. 237654207
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 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
313,300\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
8.26%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5.
<PAGE>
Page 3 of 19 Pages
SCHEDULE 13D
CUSIP No. 237654207
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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
313,300\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
8.26%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
1. See Item 5.
<PAGE>
Page 4 of 19 Pages
SCHEDULE 13D
CUSIP No. 237654207
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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
313,300\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
8.26%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
1. See Item 5.
<PAGE>
Page 5 of 19 Pages
SCHEDULE 13D
CUSIP No. 237654207
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*
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
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 339,300
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
339,300
11 Aggregate Amount Beneficially Owned by Each Reporting Person
339,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
8.94%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 19 Pages
SCHEDULE 13D
CUSIP No. 237654207
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; AF
5 Check Box If Disclosure of Legal Proceedings Is Requ red Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 3,000
Shares
Beneficially 8 Shared Voting Power
Owned By 339,300
Each
Reporting 9 Sole Dispositive Power
Person 3,000
With
10 Shared Dispositive Power
339,300
11 Aggregate Amount Beneficially Owned by Each Reporting Person
342,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
9.02%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 19 Pages
SCHEDULE 13D
CUSIP No. 237654207
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*
PF; 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 2,000
Shares
Beneficially 8 Shared Voting Power
Owned By 339,300
Each
Reporting 9 Sole Dispositive Power
Person 2,000
With
10 Shared Dispositive Power
339,300
11 Aggregate Amount Beneficially Owned by Each Reporting Person
341,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
9.00%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 19 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $0.001 par value per share (the "Shares"), of Data Dimensions, Inc. (the
"Issuer"). This Amendment No. 2 supplementally amends the initial statement on
Schedule 13D dated April 15, 1996 and Amendment No. 1 thereto dated April 17,
1996 (collectively, the "Initial Statement") filed by certain of the Reporting
Persons (as defined herein). This Amendment No. 2 is being filed by the
Reporting Persons to report the transfer of the investment advisory contract
between Soros Fund Management ("SFM"), and Quasar International Partners C.V., a
Netherlands Antilles limited partnership ("Quasar Partners"), pursuant to which
SFM was granted investment discretion over portfolio investments, including the
Shares held for the account of Quasar Partners. The investment advisory contract
has been transferred from SFM to Soros Fund Management LLC ("SFM LLC"), a newly
formed Delaware limited liability company. Capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Initial
Statement. The Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This statement is filed on behalf of SFM LLC, Mr. George Soros
("Mr. Soros"), Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"), 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 (collectively, the "Reporting Persons"). This statement on Schedule 13D
relates to Shares that were acquired by White Rock on behalf of certain
institutional clients (the "White Rock Clients"), namely Quasar Partners and
Collins Capital Diversified Fund, L.P., a Delaware limited partnership ("Collins
Capital"). This statement also relates to Shares held for Joseph U. Barton's
personal account and to certain options acquired by Thomas U. Barton (the
"Barton Options"), for his own personal account, pursuant to an 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.
Effective as of January 1, 1997, SFM, a sole proprietorship of
which Mr. Soros is the sole proprietor, transferred its investment advisory
contract with Quasar Partners to SFM LLC as part of a restructuring of the
business of SFM, which will now be conducted through SFM LLC. SFM LLC has its
principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106.
Its principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients"),
including Quasar Partners. Quasar Partners has its principal office at Kaya
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM LLC's contracts with
SFM Clients generally provide that SFM LLC is responsible for designing and
implementing the SFM Clients' overall investment strategies; for conducting
direct portfolio management strategies to the extent that SFM LLC 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 SFM Clients; and for allocating and
reallocating the SFM Clients' assets among the outside managers and itself. In
connection therewith, Quasar Partners has granted investment discretion to White
Rock pursuant to an investment advisory contract between Quasar Partners and
White Rock (the "White Rock Contract"). The shares currently held for the
account of Quasar Partners were acquired at the direction of White Rock, and
none of SFM LLC, Mr. Soros and Mr. Druckenmiller currently exercises voting or
dispositive power over the Shares.
<PAGE>
Page 9 of 19 Pages
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. 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 a list of the Managing
Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Act, each of SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager, may be deemed a
beneficial owner of securities, including the Shares, held for the account of
Quasar Partners as a result of the contractual authority of SFM LLC to acquire
voting and dispositive power with respect to such securities.
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 the securities trading portfolio of
Collins Capital. 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 White
Rock, Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard,
Suite 800, Dallas, Texas 75219.
During the past five years, none of the Reporting Persons, Quasar
Partners and, to the best of the Reporting Persons' knowledge, 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.
The Reporting Persons are making this single, joint filing
pursuant to Rule 13d-1(f) of Regulation 13D-G under the Securities Exchange Act
of 1934, as amended (the "Act"); however, neither the fact of this filing 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)
<PAGE>
Page 10 of 19 Pages
of the Act. Additionally, the filing of this statement shall not be deemed to be
an admission by SFM LLC, Mr. Soros and Mr. Druckenmiller that they are, for the
purposes of Section 13(d) of the Act, the beneficial owners of any securities
covered by this statement.
Information contained herein concerning SFM LLC, Mr. Soros, Mr.
Druckenmiller and Quasar Partners has been provided by SFM LLC. White Rock,
Thomas U. Barton and Joseph U. Barton assume no responsibility for such
information. Information contained herein concerning White Rock, Collins
Capital, Thomas U. Barton and Joseph U. Barton has been provided by White Rock.
SFM LLC, Mr. Soros and Mr. Druckenmiller assume no responsibility for such
information.
Item 3. Source and Amount of Funds or Other Consideration.
Quasar Partners expended approximately $124,375 of its working
capital to purchase the Shares reported herein as being acquired within the last
60 days. Thomas U. Barton expended approximately $58,000 of his personal funds
to exercise the options and acquire the Shares reported herein as having been
acquired within the last 60 days. Joseph U. Barton expended approximately
$70,680 of his personal funds to purchase the Shares reported herein as being
acquired within the last 60 days.
The securities held for the accounts of the SFM Clients, Collins
Capital and White Rock may be held through margin accounts maintained with
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
which may be held in the margin accounts, including the Shares, 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 or
disposed of from the accounts of Quasar Partners, Collins Capital, Joseph U.
Barton and Thomas U. Barton were acquired or disposed of for investment
purposes. Neither Quasar Partners, 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. The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, 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, Collins Capital and/or the SFM Clients, market conditions or other
factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) As a consequence SFM LLC's ability to terminate the White
Rock Contract with respect to all investments, including those involving the
Shares, and acquire voting and dispositive power over the Shares within 60 days,
notwithstanding the fact that none of SFM LLC, Mr. Soros and Mr. Druckenmiller
currently exercises such power, SFM LLC, Mr. Soros and Mr. Druckenmiller may be
deemed the beneficial owner of 313,300 Shares (approximately 8.26% of the total
number of Shares outstanding).
(ii) White Rock may be deemed the beneficial owner of
339,300 Shares (approximately 8.94% of the total number of Shares outstanding).
This number consists of (1) 313,300 Shares held for the account of Quasar
Partners and (2) 26,000 Shares held for the account of Collins Capital.
(iii) Thomas U. Barton may be deemed the beneficial owner of
342,300 Shares (approximately 9.02% of the total number of Shares outstanding
assuming the exercise of the Barton Options). This number consists of (1)
313,300 Shares held for the account of Quasar Partners, (2) 26,000 Shares held
<PAGE>
Page 11 of 19 Pages
for the account of Collins Capital, and (3) 3,000 Shares issuable upon exercise
by Thomas U. Barton of the Barton Options currently held for his account.
(iv) Joseph U. Barton may be deemed the beneficial owner of
341,300 Shares. This number consists of (1) 313,300 Shares held for the account
of Quantum Partners, (2) 26,000 Shares held for the account of Collins Capital
and (3) 2,000 Shares held for his account.
(b) (i) White Rock, Thomas U. Barton and Joseph U. Barton are
currently vested with shared power to direct the voting and disposition of the
313,300 Shares held for the account Quasar Partners as a result of the White
Rock Contract and the positions of Thomas U. Barton and Joseph U. Barton as the
general partners of White Rock. SFM LLC has the contractual authority on behalf
of Quasar Partners to terminate the White Rock Contract within 60 days and, as a
result, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to have the
ability to acquire the voting and dispositive power held by White Rock with
respect to the 313,300 Shares.
(ii) White Rock, Thomas U. Barton and Joseph U. Barton are
currently vested with shared power to direct the voting and disposition of the
26,000 Shares held for the account of Collins Capital.
(iii) Thomas U. Barton is currently vested with the sole
power to direct the voting and disposition of the 3,000 Shares issuable upon
exercise by Thomas U. Barton of the Barton Options currently held for his
account.
(iv) Joseph U. Barton is currently vested with the sole
power to direct the voting and disposition of the 2,000 Shares held for his
account.
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, and on Annex B attached hereto, there have been no
transactions effected with respect to the Shares since November 2, 1996 (60 days
prior to the date hereof) by the Reporting Persons, SFM LLC or Quasar Partners.
All of the transactions listed on Annex B were executed in routine brokerage
transactions in the over-the-counter market.
(d) (i) The partners of Quasar Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Quasar Partners in accordance with their partnership interests in
Quasar Partners.
(ii) The partners of Collins Capital have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Collins Capital in accordance with their partnership interests in
Collins Capital.
(iii) Thomas U. Barton has the sole right to participate in
the receipt of dividends from, or proceeds from the sale of, Shares issuable
upon exercise by Thomas U. Barton of the Barton Options currently held for his
account.
(iv) Joseph U. Barton has the sole right to participate in
the receipt of dividends from, or proceeds from the sale of Shares held for his
account.
(e) Not applicable.
<PAGE>
Page 12 of 19 Pages
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Quasar
Partners, Collins Capital, Thomas U. Barton and/or other 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 laws, each of the Reporting Persons, Quasar Partners, Collins Capital
and other SFM Clients may borrow securities, including 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.
Except as disclosed above, the Reporting Persons and SFM Clients
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 as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated January 1, 1997 by and among SFM
LLC, Mr. Soros, Mr. Druckenmiller, White Rock, Thomas U. Barton and Joseph U.
Barton.
<PAGE>
Page 13 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: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
WHITE ROCK CAPITAL, L.P.
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
General Partner
/S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
---------------------------------------
Joseph U. Barton
<PAGE>
Page 14 of 19 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
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
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 LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
<PAGE>
Page 15 of 19 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTION IN THE COMMON STOCK OF
DATA DIMENSIONS, INC.
Date of Nature of Number of
For the Account of Transaction Transaction Shares Price Per Share
<S> <C> <C> <C> <C>
Quasar Partners\1\ 11/18/96 Buy 5,000 24.875
Joe Barton 12/13/96 Sell 500 32.8455
12/13/96 Sell 500 32.8455
12/13/96 Sell 1,000 32.85
12/16/96 Buy 1,000 35.0295
12/16/96 Buy 1,000 35.65
Tom Barton 12/10/96 Buy 2,000 29.00 (Call Options)
12/11/96 Sell 2,000 28.8333 (Options)
12/11/96 Sell 1,000 28.8333 (Options)
</TABLE>
- --------
1 Transactions effected at the direction of White Rock Capital, L.P.
<PAGE>
Page 16 of 19 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
George Soros in favor of Mr. Sean C. Warren and Mr. Michael
C. Neus.............................................................. 17
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus.................................................. 18
C. Joint Filing Agreement dated January 1, 1997 by and among
Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F.
Druckenmiller, White Rock Capital, L.P., Thomas U. Barton
and Joseph U. Barton................................................. 19
Page 17 of 19 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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, 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 as of the 1st day of
January, 1997.
/s/ George Soros
-----------------------------
GEORGE SOROS
Page 18 of 19 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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, 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 as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
---------------------------------
STANLEY F. DRUCKENMILLER
Page 19 of 19 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Data Dimensions, Inc. dated January 1, 1997 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: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
WHITE ROCK CAPITAL, L.P.
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
General Partner
/S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
---------------------------------------
Joseph U. Barton
