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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PATLEX CORPORATION
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(Name of Issuer)
Common Stock, $.10 Par Value
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(Title of Class of Securities)
703245100
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 1995
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(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 /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 9 Pages
Exhibit Index: Page 8
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SCHEDULE 13D
CUSIP NO. 703245100 PAGE 2 OF 9 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his capacity as the sole proprietor of Soros Fund
Management)
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
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 243,741
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 243,741
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
243,741
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented By Amount in Row (11)
9.66%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock, $.10
par value (the "Patlex Shares"), of Patlex Corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 250 Cotorro Court,
Las Cruces, New Mexico 88005. This statement on Schedule 13D is being filed by
the Reporting Person (as defined below) to report a recent transaction in the
Patlex Shares as a result of which the Reporting Person may be deemed the
beneficial owner of in excess of 5% of the outstanding Patlex Shares.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Mr. George Soros (the
"Reporting Person") in his capacity as the sole proprietor of an investment
advisory firm conducting business under the name Soros Fund Management ("SFM").
This statement on Schedule 13D relates to Patlex Shares held for the account
of Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners"), which has granted investment discretion to SFM pursuant to
an investment advisory contract.
SFM is a sole proprietorship of which the Reporting Person is the sole
proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor,
N.Y., N.Y. 10106. Its sole business is to serve, pursuant to contract, as the
principal investment manager to several foreign investment companies, including
Quantum Partners. SFM's contract with Quantum Partners (the "SFM Contract")
provides that SFM is responsible for designing and implementing Quantum
Partners' overall investment strategy, for conducting direct portfolio
management strategies to the extent that SFM 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 Quantum Partners; and for allocating and reallocating Quantum
Partners' assets among the outside managers and itself.
Pursuant to regulations promulgated under Section 13(d) of the Act, the
Reporting Person (as the sole proprietor and the person ultimately in control of
SFM) may be deemed a beneficial owner of securities, including the Patlex
Shares, held for the account of Quantum Partners as a result of the contractual
authority of SFM to exercise investment discretion with respect to such
securities.
The principal occupation of the Reporting Person, a U.S. citizen, is his
direction of the activities of SFM, which is carried out in his capacity as the
sole proprietor of SFM at SFM's principal office. Information concerning the
identity and background of the Managing Directors of SFM is set forth in Annex A
hereto and incorporated by reference in response to this Item 2.
During the past five years, none of the Reporting Person, Quantum
Partners, and 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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Prior to September 27, 1995, Quantum Partners owned 1,949,933 shares of
common stock in AutoFinance Group, Inc. ("AutoFinance"). At that time, the
Issuer was a wholly-owned subsidiary of AutoFinance. On March 20, 1995,
AutoFinance, KeyCorp, an Ohio corporation, and KeyCorp Finance Inc. ("Finance"),
an Ohio corporation and wholly owned subsidiary of KeyCorp, executed an
Agreement of Merger (the "Merger Agreement") providing for AutoFinance to merge
with and into Finance (the "Merger"). On September 27, 1995, the Merger was
consummated and AutoFinance was merged with and into Finance. Concurrent with
the Merger, shareholders in AutoFinance received one Patlex Share for each eight
shares of AutoFinance common stock that such shareholders held at the time of
the Merger. As a result of such distribution of Patlex Shares, Quantum Partners
became the owner of 243,741 Patlex Shares.
The Patlex Shares held by Quantum Partners may be held through margin
accounts maintained with Arnhold and S. Bleichroeder, Inc. or other brokers,
which extend margin credit to Quantum Partners as and when required to open or
carry positions in its margin accounts, subject to applicable Federal margin
regulations, stock exchange rules and such firm's credit policies. The
positions held in the margin accounts, including the Patlex Shares, are pledged
as collateral security for the repayment of debit balances in the respective
accounts.
ITEM 4. PURPOSE OF TRANSACTION.
Quantum Partners acquired the Patlex Shares as a result of the Merger, as
described in Item 3 herein. The Reporting Person has no present plans or
proposals that would result in any change in the business, policies, management,
structure or capitalization of the Issuer. The Reporting Person reserves the
right to acquire additional securities of the Issuer, to dispose of 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, market conditions and other
factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Patlex Shares of which the Reporting Person
may be deemed a beneficial owner is 243,741 (approximately 9.66% of the total
number of Patlex Shares outstanding).
Stanley Druckenmiller, a Managing Director of SFM, also serves as
President and Chairman of the Board of Directors of Priority Investment
Management Inc. ("Priority"), a registered investment adviser. Accounts of
investment advisory clients over which Priority exercises investment discretion
hold 70,312 Patlex Shares (approximately 2.79% of the total number of Patlex
Shares outstanding). By reason of his position with Priority, Mr. Druckenmiller
may be deemed to be the beneficial owner, for purposes of Rule 13d-3 under the
1934 Act, of all such Patlex Shares. Mr. Soros expressly disclaims beneficial
ownership of any Patlex Shares not held directly by Quantum Partners.
(b) Pursuant to the terms of the SFM Contract, the Reporting Person may
be deemed to have sole power to direct the voting and disposition of securities
held for the account of Quantum Partners, including the Patlex Shares.
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(c) Except as described in Item 3 hereof, each of which is incorporated
in this Item 5(c) by reference, there have been no transactions in the Patlex
Shares effected since August 11, 1995 (the 60 days prior to the date hereof).
(d) The shareholders of Quantum Partners have the right to participate
in the receipt of dividends from, or proceeds for the sale of, securities held
by Quantum Partners in accordance with their ownership interests in Quantum
Partners.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Person does 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 October 27, 1994 granted by Mr. George Soros
in favor of Mr. Sean C. Warren.
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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: October 6, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
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Sean C. Warren
Attorney-in-Fact
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ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Donald H. Krueger
Elizabeth Larson
Jay Misra
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons 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 violations with
respect to such laws.
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
A Power of Attorney dated October 27, 1994 granted by
Mr. George Soros in favor of Mr. Sean Warren. 9
</TABLE>
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EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute
and appoint SEAN C. WARREN as my agent and attorney in fact for the purposes of
executing in my name, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to filings with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 27th day of October,
1994.
/s/ GEORGE SOROS
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GEORGE SOROS
