UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 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 [_].
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
<PAGE>
Page 2 of 11 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
525,400/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.54%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5.
<PAGE>
Page 3 of 11 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
525,400/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.54%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
1. See Item 5.
<PAGE>
Page 4 of 11 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
525,400/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.54%
14 Type of Reporting Person*
IA
SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
1. See Item 5.
<PAGE>
Page 5 of 11 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 570,400
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
570,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
570,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
4.92%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 11 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*
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 570,400
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
570,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
570,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
4.92%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 11 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*
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 570,400
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
570,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
570,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
4.92%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 11 Pages
This Amendment No. 3 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 all amendments thereto
(collectively"Initial Statement") filed by certain of the Reporting Persons (as
defined herein). This Amendment No. 3 is being filed by the Reporting Persons to
report that certain of the Reporting Persons and Quasar Partners have disposed
of Shares held for their respective accounts, and, as such, the Reporting
Persons no longer may be deemed the beneficial owners of five percent or more of
the outstanding Shares of the Issuer. 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 5. Interest in Securities of the Issuer.
Quasar Partners previously entered into an investment advisory
contract with White Rock Capital, L.P., a Texas limited partnership ("White
Rock"), pursuant to which White Rock was granted investment discretion over
certain funds of Quasar Partners (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.
(a) (i) As a consequence of 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 525,400 Shares
(approximately 4.54% of the total number of Shares outstanding).
(ii) White Rock, Thomas U. Barton and Joseph U. Barton may
be deemed the beneficial owner of 570,400 Shares (approximately 4.92% of the
total number of Shares outstanding). This number consists of (1) 525,400 Shares
held for the account of Quasar Partners and (2) 45,000 Shares held for the
account of Collins Capital.
(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
525,400 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 525,400 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
45,000 Shares held for the account of Collins Capital.
(c) Except as disclosed on Annex A attached hereto, there have
<PAGE>
Page 9 of 11 Pages
been no transactions effected with respect to the Shares since May 10, 1997 (60
days prior to the date hereof) by Quasar Partners or by any of the Reporting
Persons. All of the transactions listed on Annex A were executed in routine
brokerage transactions in the over-the-counter market.
(d) (i) The partners of Quasar Partners, including Quasar
International Fund N.V., a Netherlands Antilles corporation, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of 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.
(e) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller ceased to
be a beneficial owner of five percent or more of the outstanding Shares on July
2, 1997. Each of White Rock, Thomas U. Barton and Joseph U. Barton ceased to be
a beneficial owner of five percent or more of the outstanding Shares on July 8,
1997.
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 (filed as Exhibit A
to the Initial Statement and incorporated herein by reference).
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 (filed as
Exhibit B to the Initial Statement and incorporated herein by reference).
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 (filed as Exhibit C to the Initial Statement and incorporated herein by
reference).
<PAGE>
Page 10 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: July 9, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
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 11 of 11 Pages
<TABLE>
<CAPTION>
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
DATA DIMENSIONS, INC.
For the Date of Nature of Number of Price Per Share/
Account of Transaction Transaction Shares Price For Options
- ---------- ----------- ----------- --------- -----------------
<S> <C> <C> <C> <C>
Quasar 5/13/97 Buy 5,000 30.812
Partners/1/ 5/15/97 Sell 15,000 29.749
5/15/97 Sell 25,000 29.999
5/27/97 Buy 10,000 27.750
5/30/97 Buy 5,000 30.375
6/12/97 Buy 5,000 26.750
7/02/97 Sell 380,000 24.349
7/08/97 Sell 40,000 22.999
7/08/97 Sell 5,000 23.311
Collins 5/15/97 Sell 5,000 29.749
Capital 5/30/97 Buy 5,000 30.375
6/12/97 Buy 5,000 26.75
6/26/97 Buy 15,000 22.625
6/26/97 Sell 35,000 23.124
7/2/97 Sell 20,000 24.349
Joseph 5/12/97 Buy 2,500 $3,200.00 (Call Options)2
Barton 5/13/97 Sell 2,000 $3,274.88 (Call Options)2
5/14/97 Sell 3,000 $5,362.32 (Call Options)2
5/14/97 Sell 3,500 $6,049.79 (Call Options)2
6/10/97 Buy 10,000 $1,975.00 (Call Options)2
6/10/97 Buy 5,000 $4,787.50 (Call Options)2
6/13/97 Buy 3,000 $7,744.50 (Call Options)2
6/17/97 Sell 3,000 $8,252.71 (Call Options)2
- --------
1 Transactions effected at the direction of White Rock Capital, L.P. 2
Price paid or received for options in question.
</TABLE>
