<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMATI COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, $0.20 Par Value
(Title of Class of Securities)
023115108
(CUSIP Number)
Christopher E. Manno, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
(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 |_|.**
Continued on following page(s)
Page 1 of 40 Pages
Exhibit Index: Page 34
<PAGE>2
- ------------------------
* 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>3
SCHEDULE 13D
CUSIP No. 023115108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
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
Cayman Islands
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 602,457
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
602,457
11 Aggregate Amount Beneficially Owned by Each Reporting Person
602,457
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
3.17%
14 Type of Reporting Person*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>4
SCHEDULE 13D
CUSIP No. 023115108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
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 602,457
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
602,457
11 Aggregate Amount Beneficially Owned by Each Reporting Person
602,457
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
3.17%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>5
SCHEDULE 13D
CUSIP No. 023115108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
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 602,457
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
602,457
11 Aggregate Amount Beneficially Owned by Each Reporting Person
602,457
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
3.17%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>6
SCHEDULE 13D
CUSIP No. 023115108
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 602,457
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
602,457
11 Aggregate Amount Beneficially Owned by Each Reporting Person
602,457
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
3.17%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>7
SCHEDULE 13D
CUSIP No. 023115108
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 301,228
Shares
Beneficially 8 Shared Voting Power
Owned By 602,457
Each
Reporting 9 Sole Dispositive Power
Person 301,228
With
10 Shared Dispositive Power
602,457
11 Aggregate Amount Beneficially Owned by Each Reporting Person
903,685
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
4.72%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>8
SCHEDULE 13D
CUSIP No. 023115108
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 602,457
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
602,457
11 Aggregate Amount Beneficially Owned by Each Reporting Person
602,457
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
3.17%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>9
SCHEDULE 13D
CUSIP No. 023115108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C PHOENIX HOLDINGS, L.L.C.
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
Delaware
7 Sole Voting Power
Number of 301,228
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 301,228
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
301,228
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |_|x
13 Percent of Class Represented By Amount in Row (11)
1.60%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>10
SCHEDULE 13D
CUSIP No. 023115108
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 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
Delaware
7 Sole Voting Power
Number of 100,411
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 100,411
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
100,411
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
.54%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>11
SCHEDULE 13D
CUSIP No. 023115108
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 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 100,411
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 100,411
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
100,411
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
.54%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>12
SCHEDULE 13D
CUSIP No. 023115108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LDC
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
Delaware
7 Sole Voting Power
Number of 134,011
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 134,011
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
134,011
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
.71%
14 Type of Reporting Person*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>13
SCHEDULE 13D
CUSIP No. 023115108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LLC
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
Delaware
7 Sole Voting Power
Number of 66,806
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 66,806
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
66,806
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
.36%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>14
SCHEDULE 13D
CUSIP No. 023115108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS 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 200,817
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 200,817
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
200,817
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
1.07%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>15
SCHEDULE 13D
CUSIP No. 023115108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT COMPANY
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 200,817
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 200,817
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
200,817
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
1.07%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>16
SCHEDULE 13D
CUSIP No. 023115108
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 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |X|
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 301,228
Shares
Beneficially 8 Shared Voting Power
Owned By 602,457
Each
Reporting 9 Sole Dispositive Power
Person 301,228
With
10 Shared Dispositive Power
602,457
11 Aggregate Amount Beneficially Owned by Each Reporting Person
903,685
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
4.72%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>17
This Amendment No. 1 to Schedule 13D relates to shares of
Common Stock, $0.20 par value per share (the "Shares"), of Amati Communications
Corporation (the "Issuer"). This Amendment No. 1 amends the initial statement
on Schedule 13D dated October 30, 1996 (the "Initial Statement") filed by
certain of the Reporting Persons (as defined herein). This Amendment No. 1 is
being filed by the Reporting Persons to report an agreement between one of the
Reporting Persons and Soros Fund Management LLC, a newly formed Delaware
limited liability company ("SFM LLC"), pursuant to which SFM LLC has been
granted investment discretion over the Shares held for the account of Quantum
Industrial Partners LDC ("Quantum Industrial"). Capitalized terms used herein
but not defined herein shall have the meanings ascribed to them in the Initial
Statement. The Initial Statement is amended as set forth herein.
Item 2. Identity and Background.
The list of reporting persons in Item 2 of the Initial Statement is
hereby amended and restated in its entirety as follows.
This statement is being filed on behalf of each of the following
persons (collectively, the Reporting Persons"):
i) Quantum Industrial Partners LDC;
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC;
v) George Soros ("Mr. Soros");
vi) Stanley F. Druckenmiller;
vii) S-C Phoenix Holdings, L.L.C. ("Phoenix Holdings");
viii) Winston Partners, L.P. ("Winston L.P.");
ix) Chatterjee Fund Management, L.P. ("CFM");
x) Winston Partners II LDC ("Winston II LDC");
xi) Winston Partners II LLC ("Winston II LLC");
xii) Chatterjee Advisors, LLC ("Chatterjee Advisors")
xiii) Chatterjee Management Company ("CMC"); and
<PAGE>18
xiv) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
In addition, Item 2 of the Initial Statement is hereby
further amended by (i) changing the sub-heading in Item 2 of "Quantum
Industrial, QIHMI, QIH Management and Mr. Soros" to "Quantum Industrial, QIHMI,
QIM Management, SFM LLC, Mr. Soros and Mr. Druckenmiller" and (ii) amending and
restating the third and fourth paragraphs of such sub-section in their entirety
as follows.
Quantum Industrial, QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr.
Druckenmiller
In connection with the restructuring of the business of SFM,
which will now be conducted through SFM LLC, Mr. Soros has entered into an
agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros
has, among other things, agreed to use his best efforts to cause QIH
Management, as the general partner of QIHMI, to act at the direction of SFM
LLC, which agreement to so act shall terminate upon the earlier of (a) the
assignment to SFM LLC of the legal and beneficial ownership interest in QIH
Management and (b) the assignment to SFM LLC of the general partnership
interest in QIHMI (the "QIP Contract").
The business of SFM LLC is managed through a Management
Committee (the "Management Committee") comprised of Mr. Soros, Mr.
Druckenmiller and Mr. Gary Gladstein. SFM LLC has its principal office at 888
Seventh Avenue, 33rd Floor, New York, New York 10106. SFM LLC's principal
business is to serve, pursuant to contract, as the principal investment manager
to several foreign investment companies (the "SFM Clients"). 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 B 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, SFM LLC, pursuant to the provisions of the QIP Contract, Mr. Soros, in
his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as
Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of
securities, including the Shares, held for the account of QIP.
<PAGE>19
During the past five years, none of Quantum Industrial,
QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller 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.
Item 2 of the Initial Statement is hereby further amended by
amending and restating the fourth sentence of the second paragraph and the
second sentence of the third paragraph under the sub-heading "Winston L.P.,
CFM, Winston II LDC, Chatterjee Advisors, Winston II LLC and CMC" in their
entirety as follows. The fourth sentence of the second paragraph shall now
state: Chatterjee Advisors and Chatterjee Fund Investors LDC (an affiliate of
Chatterjee Advisors) are also shareholders of Winston II LDC. The second
sentence of the third paragraph shall now state: Chatterjee Advisors and
Chatterjee Fund Investors LDC (an affiliate of Chatterjee Advisors) are also
shareholders of Winston II LLC.
Item 3. Sources and Amounts of Funds or Other Consideration
Item 3 of the Initial Statement is hereby amended by adding
the following paragraph to the end thereof:
Based on the prevailing market prices of the Common Stock
over the pricing periods set forth in the Investment Agreement, the Issuer was
required under the terms of the Investment Agreement to issue an aggregate of
105,781 additional Shares to the Investors. Accordingly, at the final closing
in respect of the First Tranche held on December 23, 1996, Quantum Industrial,
Phoenix Holdings, Winston L.P., Winston II LDC and Winston II LLC received
52,891 of such additional Shares, 26,445 of such additional Shares, 8,811 of
such additional Shares, 11,763 of such additional Shares, and 5,871 of such
additional Shares, respectively. When aggregated with the Shares previously
received by the Investors, Quantum Industrial, Phoenix Holdings, Winston L.P.,
Winston II LDC and Winston II LLC received an aggregate of 370,957 Shares,
185,478 Shares, 61,801 Shares, 82,501 Shares and 41,176 Shares, respectively,
pursuant to the Investment Agreement (exclusive of the Warrants).
Item 4. Purpose of Transaction.
Item 4 of the Initial Statement is hereby amended by
amending and restating the third paragraph thereof as follows:
The Issuer filed two Registration Statements on Form S-3
which were declared effective on October 23, 1996 and on December 19, 1996,
respectively, and the shares offered thereby may be delivered and/or sold in
transactions from time to time on the over-the-counter market, on the Nasdaq
National Market, in negotiated transactions, or a combination of methods of
sale, at market prices prevailing at the time, at prices related to such
prevailing prices or at negotiated prices. In addition, the Investors may make
short sales of the Shares and may use the shares issued under the Investment
Agreement or upon exercise of the Warrants to cover the resulting positions.
Item 4 of the Initial Statement is hereby further amended
by adding the following to the final paragraph thereof.
<PAGE>20
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
respective Reporting Persons and/or SFM Clients, market conditions or other
factors.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Initial Statement is hereby amended and
restated in its entirety as follows.
(a) (i) The aggregate number of Shares of which each of
Quantum Industrial, QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller may be
deemed a beneficial owner is 602,457 (approximately 3.17% of the total number
of Shares which would be outstanding assuming the exercise or conversion of all
convertible securities held for the account of Quantum Industrial). This number
consists of (A) 302,457 Shares which Quantum Industrial purchased under the Put
Notice in respect of the First Tranche, (B) 150,000 Shares issuable upon
exercise of the Class A Warrants held for the account of Quantum Industrial and
(C) 150,000 Shares issuable upon exercise of the Class B Warrants held for the
account of Quantum Industrial.
(ii) The aggregate number of Shares of which
Phoenix Holdings may be deemed a beneficial owner is 301,228 (approximately
1.60% of the total number of shares which would be outstanding assuming the
exercise or conversion of all convertible securities held for its account).
This number consists of (A) 151,228 Shares which Phoenix Holdings purchased
under the Put Notice in respect of the First Tranche, (B) 75,000 Shares
issuable upon exercise of Class A Warrants held for its account and (C) 75,000
Shares issuable upon exercise of the Class B Warrants held for its account.
(iii) The aggregate number of Shares of which
each of Winston L.P. and CFM may be deemed a beneficial owner is 100,411
(approximately 0.54% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities held for its
account). This number consists of (A) 50,431 Shares which Winston L.P.
purchased under the Put Notice in respect of the First Tranche, (B) 24,990
Shares issuable upon exercise of the Class A Warrants held for the account of
Winston L.P. and (C) 24,990 Shares issuable upon exercise of the Class B
Warrants held for the account of Winston L.P.
(iv) The aggregate number of Shares of
which Winston II LDC may be deemed a beneficial owner is 134,011
(approximately 0.71% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities held for its
account). This number consists of (A) 67,291 Shares which Winston II LDC
purchased under the Put Notice in respect of the First Tranche, (B) 33,360
Shares issuable upon exercise of the Class A Warrants held for its account and
(C) 33,360 Shares issuable upon exercise of the Class B Warrants held for its
account.
(v) The aggregate number of Shares of
which Winston II LLC may be deemed a beneficial owner is 66,806
(approximately 0.36% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities held for its
account).
<PAGE>21
This number consists of (A) 33,506 Shares which Winston II LLC purchased under
the Put Notice in respect of the First Tranche, (B) 16,650 Shares issuable upon
exercise of the Class A Warrants held for its account and (C) 16,650 Shares
issuable upon exercise of the Class B Warrants held for its account.
(vi) The aggregate number of Shares of which
each of CMC and Chatterjee Advisors may be deemed a beneficial owner is
200,817 (approximately 1.07% of the total number of Shares which would be
outstanding assuming the exercise or conversion of all convertible securities
held for the accounts of Winston II LDC and Winston II LLC). This number
consists of (A) 134,011 Shares which Winston II LDC may be deemed to own
beneficially and (B) 66,806 Shares which Winston II LLC may be deemed to own
beneficially.
(vii) The aggregate number of Shares of
which Dr. Chatterjee may be deemed a beneficial owner is 903,685
(approximately 4.72% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities of which Dr.
Chatterjee may be deemed the beneficial owner). This number consists of (A)
200,817 Shares which CMC and Chatterjee Advisors may be deemed to own
beneficially, (B) 100,411 Shares which CFM and Winston L.P. may be deemed to
own beneficially and (C) 602,457 Shares which Quantum Industrial may be deemed
to own beneficially.
(viii) The aggregate number of Shares of which
Mr. Soros may be deemed a beneficial owner is 903,685 (approximately 4.72% of
the total number of Shares which would be outstanding assuming the exercise or
conversion of all convertible securities of which Mr. Soros may be deemed the
beneficial owner). This number consists of (A) 602,457 Shares which Quantum
Industrial may be deemed to own beneficially and (B) 301,228 Shares which
Phoenix Holdings may be deemed to own beneficially.
The percentages used herein are calculated based upon the
18,586,980 shares of Common Stock stated to be issued and outstanding at
December 12, 1996, in the Issuer's Registration Statement on Form S-3, filed on
December 16, 1996, plus (i) the 105,781 additional Shares issued pursuant to
the final closing of the Investment Agreement and (ii) with respect to each
Reporting Person, the number of Shares issuable upon exercise of the Warrants
which such Reporting Person may be deemed to own beneficially.
(b) (i) Each of Quantum Industrial, QIHMI, QIH Management,
SFM LLC (by virtue of the QIP contract), Mr. Soros (as result of his position
with SFM LLC), Mr. Druckenmiller (as a result of his position with SFM LLC) and
Dr. Chatterjee (as a result of his position as a sub-investment advisor to QIP
with respect to the Shares) may be deemed to have the shared power to direct
the voting and disposition of the Shares and the Warrants held for the account
of Quantum Industrial and any Shares issuable upon exercise of the
aforementioned Warrants.
(ii) Phoenix Holdings and Mr. Soros (in his
capacity as a managing member of Phoenix Holdings with sole voting and
dispositive powers with respect to Shares and the Warrants of the Issuer) each
may be deemed to have the sole power to vote and dispose of the Shares and the
Warrants held for the account of Phoenix Holdings and any Shares issuable upon
exercise of the aforementioned Warrants.
<PAGE>22
(iii) Each of Winston L.P., CFM (as the sole
general partner of Winston) and Dr. Chatterjee (as the sole general partner of
CFM) may be deemed to have the sole power to direct the voting and disposition
of the Shares and the Warrants held for the account of Winston L.P. and any
Shares issuable upon exercise of the aforementioned Warrants.
(iv) Each of Winston II LDC, Chatterjee
Advisors (as manager of Winston II LDC), CMC (as investment advisor to
Winston II LDC) and Dr. Chatterjee (as the person ultimately in control of both
Chatterjee Advisors and CMC) may be deemed to have the sole power to direct the
voting and disposition of the Shares and the Warrants held for the account of
Winston II LDC and any Shares issuable upon exercise of the aforementioned
Warrants.
(v) Each of Winston II LLC, Chatterjee
Advisors (as manager of Winston II LLC), CMC (as investment advisor to
Winston II LLC) and Dr. Chatterjee (as the person ultimately in control of both
Chatterjee Advisors and CMC) may be deemed to have the sole power to direct the
voting and disposition of the Shares and the Warrants held for the account of
Winston II LLC and any Shares issuable upon exercise of the aforementioned
Warrants.
(c) Except as disclosed in Item 2 hereof, which is
incorporated by reference in this Item 5, and the transactions listed on Annex
C hereto, there have been no transactions effected with respect to the Shares
since November 2, 1996 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) (i) The shareholders of Quantum Industrial, including
Quantum Industrial Holdings Ltd., a British Virgin Islands international
business company, have the right to participate in the receipt of dividends
from, or proceeds from the sale of, the securities described herein as being
held for the account of Quantum Industrial in accordance with their ownership
interests in Quantum Industrial.
(ii) Mr. Soros, in his capacity as a managing
member of Phoenix Holdings, has the sole right to participate in the receipt
of dividends from, or proceeds from the sale of, the securities described
herein as being held for the account of Phoenix Holdings.
(iii) The partners of Winston L.P. have the
right to participate in the receipt of dividends from, or proceeds from the
sale of, the securities described herein as being held for the account of
Winston L.P. in accordance with their partnership interests in Winston L.P.
(iv) The shareholders of each of Winston II
LDC (including Winston Offshore) and Winston II LLC have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities described herein as being held for the account of each of Winston II
LDC and Winston II LLC in accordance with their ownership interests in Winston
II LDC and Winston II LLC, respectively.
(e) Not applicable.
<PAGE>23
Each of SFM LLC and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares and Warrants not held directly for the
accounts of SFM Clients or Quantum Industrial. Each of Quantum Industrial,
QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares
and Warrants not held directly for the account of Quantum Industrial. Each of
Winston II LDC, Winston II LLC, CMC and Chatterjee Advisors expressly disclaims
beneficial ownership of any Shares and Warrants not held directly for the
accounts Winston II LDC and Winston II LLC, respectively. Each of Winston L.P.
and CFM expressly disclaims beneficial ownership of any Shares and Warrants not
held directly for the account of Winston L.P. Dr. Chatterjee expressly
disclaims beneficial ownership of any Shares and Warrants not held directly for
the accounts of Quantum Industrial, Winston II LDC, Winston II LLC and Winston
L.P. Mr. Soros expressly disclaims beneficial ownership of any Shares and
Warrants not held directly for the accounts of Quantum Industrial and Phoenix
Holdings.
Item 7. Material to be Filed as Exhibits.
Exhibits K and L in Item 7 of the Initial Statement are
hereby amended and restated in their entirety as follows.
K. 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.
L. 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.
M. Joint Filing Agreement, dated January 1, 1997,
by and among Quantum Industrial Partners LDC, S-C Phoenix Holdings,
L.L.C., QIH Management Investor, L.P., QIH Management, Inc., Winston
Partners, L.P., Winston Partners II LDC, Winston Partners II LLC, Chatterjee
Management Company, Chatterjee Advisors, LLC, Chatterjee Fund Management,
L.P., Dr. Purnendu Chatterjee, Soros Fund Management LLC, Mr. George Soros and
Mr. Stanley F. Druckenmiller.
<PAGE>24
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.
January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
January 1, 1997 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
its Sole General Partner
By: /s/ Sean C. Warren
Sean C. Warren
Vice President
January 1, 1997 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
Sean C. Warren
Vice President
January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /s/ Sean C. Warren
Sean C. Warren
Managing Director
<PAGE>25
January 1, 1997 GEORGE SOROS
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
January 1, 1997 STANLEY F. DRUCKENMILLER
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
January 1, 1997 S-C PHOENIX HOLDINGS, LLC
By: /s/ Sean C. Warren
Sean C. Warren
Manager
January 1, 1997 WINSTON PARTNERS, L.P.
By: Chatterjee Fund
Management, L.P.
General Partner
By: Purnendu Chatterjee,
General Partner
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
<PAGE>26
January 1, 1997 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
January 1, 1997 WINSTON PARTNERS II LDC
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
January 1, 1997 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its
Manager
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Manager
January 1, 1997 CHATTERJEE ADVISORS LLC
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Manager
January 1, 1997 CHATTERJEE MANAGEMENT COMPANY
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Vice President
<PAGE>27
January 1, 1997 PURNENDU CHATTERJEE
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
<PAGE>28
ANNEX B
ANNEX B of the Initial Statement is hereby amended and
restated in its entirety as follows.
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>29
ANNEX C
RECENT TRANSACTIONS IN THE COMMON STOCK
OF AMATI COMMUNICATIONS CORPORATION
ANNEX C of the Initial Statement is hereby amended and restated in its entirety
as follows.
Quantum Industrial
NATURE OF NUMBER OF PRICE PER
TRADE DATE TRANSACTION SHARES SHARE
- ---------- ----------- --------- ---------
11/06/96 Sale 5,000 15.820
11/06/96 Sale 5,000 15.820
11/06/96 Sale 5,000 15.820
11/07/96 Sale 5,000 17.343
11/08/96 Sale 5,000 17.945
11/12/96 Sale 5,000 19.045
11/13/96 Sale 5,000 18.331
11/14/96 Sale 5,000 18.543
11/15/96 Sale 5,000 18.320
11/18/96 Sale 5,000 17.929
11/19/96 Sale 5,000 17.426
11/20/96 Sale 5,000 16.719
11/21/96 Sale 5,000 16.930
11/22/96 Sale 5,000 16.565
11/25/96 Sale 5,000 16.844
11/26/96 Sale 3,500 16.369
<PAGE>31
Phoenix Holdings
NATURE OF NUMBER OF PRICE PER
TRADE DATE TRANSACTION SHARES SHARE
- ---------- ----------- --------- ---------
11/06/96 Sale 2,500 15.820
11/07/96 Sale 2,500 17.343
11/08/96 Sale 2,500 17.945
11/12/96 Sale 2,500 19.045
11/13/96 Sale 2,500 18.331
11/14/96 Sale 2,500 18.543
11/15/96 Sale 2,500 18.320
11/18/96 Sale 2,500 17.929
11/19/96 Sale 2,500 17.426
11/20/96 Sale 2,500 16.722
11/21/96 Sale 2,500 16.930
11/22/96 Sale 2,500 16.565
11/25/96 Sale 2,500 16.844
11/26/96 Sale 1,750 16.369
<PAGE>32
Winston L.P.
NATURE OF NUMBER OF PRICE PER
TRADE DATE TRANSACTION SHARES SHARE
- ---------- ----------- --------- ---------
11/06/96 Sale 830 15.820
11/07/96 Sale 830 17.343
11/08/96 Sale 830 17.945
11/12/96 Sale 830 19.045
11/13/96 Sale 830 18.331
11/14/96 Sale 830 18.543
11/15/96 Sale 830 18.320
11/18/96 Sale 830 17.929
11/19/96 Sale 830 17.426
11/20/96 Sale 830 16.719
11/21/96 Sale 830 16.930
11/22/96 Sale 830 16.565
11/25/96 Sale 830 16.844
11/26/96 Sale 580 16.369
<PAGE>33
Winston II LDC
NATURE OF NUMBER OF PRICE PER
TRADE DATE TRANSACTION SHARES SHARE
- ---------- ----------- --------- ---------
11/06/96 Sale 1,110 15.820
11/07/96 Sale 1,110 17.343
11/08/96 Sale 1,110 17.945
11/12/96 Sale 1,110 19.045
11/13/96 Sale 1,110 18.331
11/14/96 Sale 1,110 18.543
11/15/96 Sale 1,110 18.320
11/18/96 Sale 1,110 17.929
11/19/96 Sale 1,110 17.426
11/20/96 Sale 1,110 16.719
11/21/96 Sale 1,110 16.930
11/22/96 Sale 1,110 16.565
11/25/96 Sale 1,110 16.844
11/26/96 Sale 780 16.369
<PAGE>34
Winston II LLC
NATURE OF NUMBER OF PRICE PER
TRADE DATE TRANSACTION SHARES SHARE
- ---------- ----------- --------- ---------
11/06/96 Sale 560 15.820
11/07/96 Sale 560 17.343
11/08/96 Sale 560 17.945
11/12/96 Sale 560 19.045
11/13/96 Sale 560 18.331
11/14/96 Sale 560 18.543
11/15/96 Sale 560 18.320
11/18/96 Sale 560 17.929
11/19/96 Sale 560 17.426
11/20/96 Sale 560 16.719
11/21/96 Sale 560 16.930
11/22/96 Sale 560 16.565
11/25/96 Sale 560 16.844
11/26/96 Sale 390 16.369
<PAGE>35
EXHIBIT INDEX
K. 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
L. 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
M. Joint Filing Agreement, dated January 1, 1997, by and
among Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., QIH
Management Investor, L.P., QIH Management, Inc., Winston Partners, L.P.,
Winston Partners II LDC, Winston Partners II LLC, Chatterjee Management
Company, Chatterjee Advisors, LLC, Chatterjee Fund Management, L.P., Dr.
Purnendu Chatterjee, Soros Fund Management LLC, Mr. George Soros and Mr.
Stanley F. Druckenmiller
<PAGE>
EXHIBIT K
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>
EXHIBIT L
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>
EXHIBIT M
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of Amati Communications Corporation dated
January 1, 1997 and any amendments thereto signed by each of the undersigned
shall be filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
January 1, 1997 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
its Sole General Partner
By: /s/ Sean C. Warren
Sean C. Warren
Vice President
January 1, 1997 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
Sean C. Warren
Vice President
January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /s/ Sean C. Warren
Sean C. Warren
Managing Director
<PAGE>
January 1, 1997 GEORGE SOROS
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
January 1, 1997 STANLEY F. DRUCKENMILLER
By: /s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
January 1, 1997 S-C PHOENIX HOLDINGS, LLC
By: /s/ Sean C. Warren
Sean C. Warren
Manager
January 1, 1997 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.
General Partner
By: Purnendu Chatterjee,
General Partner
By:/s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
<PAGE>
January 1, 1997 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
January 1, 1997 WINSTON PARTNERS II LDC
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
January 1, 1997 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its
Manager
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Manager
January 1, 1997 CHATTERJEE ADVISORS LLC
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Manager
January 1, 1997 CHATTERJEE MANAGEMENT COMPANY
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Vice President
<PAGE>
January 1, 1997 PURNENDU CHATTERJEE
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
