UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
EVANS & SUTHERLAND COMPUTER CORPORATION
----------------------------------------------------
(Name of Issuer)
Common Stock,$0.20 Par Value
----------------------------------
(Title of Class of Securities)
299096107
------------------------
(CUSIP Number)
March 6, 1998
------------------------
(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 20 Pages
Exhibit Index: Page 15
<PAGE>
SCHEDULE 13G
CUSIP No. 299096107 Page 2 of 20 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 394,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 394,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
394,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
4.33%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 299096107 Page 3 of 20 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 394,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
394,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
394,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
4.33%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 299096107 Page 4 of 20 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 394,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
394,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
394,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
4.33%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 299096107 Page 5 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Winston Partners, 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 253,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 253,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
253,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.79%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 299096107 Page 6 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Fund Management, 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 253,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 253,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
253,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.79%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Purnendu Chatterjee (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 253,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 253,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
253,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.79%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 20 Pages
Item 1(a) Name of Issuer:
Evans & Sutherland Computer Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
600 Komas Drive, Salt Lake City, Utah 84108.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
iv) Winston Partners, L.P., a Delaware limited partnership
("Winston L.P.");
v) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM"); and
vi) Purnendu Chatterjee ("Dr. Chatterjee").
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 Winston L.P., a Delaware limited
partnership. SFM LLC, a Delaware limited liability company, serves as principal
investment manager to Quantum Partners and as such, has been granted investment
discretion over portfolio investments, including the Shares, held for the
account of Quantum Partners. Mr. Soros is the Chairman of SFM LLC. Mr.
Druckenmiller is the Lead Portfolio Manager of SFM LLC and is also a member of
the management committee of SFM LLC. CFM is a Delaware limited partnership and
the general partner of Winston L.P. Dr. Chatterjee is the sole general partner
of CFM.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of 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 each of Winston
L.P., CFM, and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY
10106.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
<PAGE>
Page 9 of 20 Pages
iii) Mr. Druckenmiller is a United States citizen;
iv) Winston L.P. is a Delaware limited partnership;
v) CFM is a Delaware limited partnership; and
vi) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.20 par value (the "Shares").
Item 2(e) CUSIP Number:
299096107
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 March 5, 1998, each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
i) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller
may be deemed to be the beneficial owner of the
394,000 Shares held for the account of Quantum
Partners.
ii) Each of Winston L.P., CFM and Dr. Chatterjee may
be deemed to be the beneficial owner of the
253,500 Shares held for the account of Winston
L.P.
Item 4(b) Percent of Class:
i) The number of Shares of which each of SFM LLC, Mr.
Soros and Mr. Druckenmiller may be deemed to be
the beneficial owner constitutes approximately
4.33% of the total number of Shares outstanding.
ii) The number of Shares of which each of Winston
L.P., CFM and Dr. Chatterjee may be deemed to be
the beneficial owner constitutes approximately
2.79% of the total number of Shares outstanding.
Dr. Chatterjee has reached understandings with each of
Quantum Partners and SFM LLC pursuant to which Dr. Chatterjee will furnish to
each of Quantum Partners and SFM LLC recommendations concerning transactions in
the Shares. It is contemplated by the Reporting Persons that Dr. Chatterjee will
share in any profits with respect to Shares held for the account of Quantum
Partners.
<PAGE>
Page 10 of 20 Pages
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 394,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 394,000
(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: 394,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of 394,000
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 394,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 394,000
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 253,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 253,500
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 11 of 20 Pages
CFM
---
(i) Sole power to vote or to direct the vote: 253,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 253,500
(iv) Shared power to dispose or to direct the disposition of 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 253,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 253,500
(iv) Shared power to dispose or to direct the disposition of: 0
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 partners of Quantum Partners, including Quantum
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 by
Quantum Partners in accordance with their partnership interests in Quantum
Partners.
(ii) The partners of Winston L.P. have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of Winston L.P. in accordance with their ownership
interests in Winston L.P.
Each of SFM LLC, Mr. Soros and Mr. Druckenmiller expressly
disclaims beneficial ownership of any Shares held directly for the account of
Winston L.P. Each of Winston L.P., CFM and Dr. Chatterjee 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.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
<PAGE>
Page 12 of 20 Pages
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 20 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: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 14 of 20 Pages
Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 15 of 20 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.............................................. 16
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.............................................. 17
C. Power of Attorney dated May 31, 1995 granted by
Dr. Purnendu Chatterjee in favor of Mr. Peter
Hurwitz........................................... 18
D. Joint Filing Agreement dated March 6, 1998 by and
among Soros Fund Management LLC, Mr. George Soros,
Mr. Stanley F. Druckenmiller, Winston Partners,
L.P., Chatterjee Fund Management, L.P. and Dr.
Purnendu Chatterjee............................... 19
Page 16 of 20 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 17 of 20 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 18 of 20 Pages
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ 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 13(d)-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 31st day of May,
1995.
/s/ Purnendu Chatterjee
-----------------------------
PURNENDU CHATTERJEE
Page 19 of 20 Pages
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Evans & Sutherland Computer Corporation dated as
of March 6, 1998 is, and any amendments thereto (including amendments on
Schedule 13D) 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: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 20 of 20 Pages
Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
