UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SYBASE, INC.
--------------------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
------------------------------------------
(Title of Class of Securities)
871130100
------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 1997
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*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 24 Pages
<PAGE>
Page 2 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 850,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
850,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
850,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.11%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 850,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
850,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
850,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.11%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 850,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
850,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
850,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.11%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 1,050,000
Shares
Beneficially 8 Shared Voting Power
Owned By 850,000
Each
Reporting 9 Sole Dispositive Power
Person 1,050,000
With
10 Shared Dispositive Power
850,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,900,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.49%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 1,800,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,900,000
Each
Reporting 9 Sole Dispositive Power
Person 1,800,000
With
10 Shared Dispositive Power
1,900,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,700,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.84%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 1,900,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,900,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,900,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.49%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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
Cayman Islands
7 Sole Voting Power
Number of 1,347,597
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,347,597
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,347,597
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.76%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 653,103
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 653,103
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
653,103
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.85%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 2,000,700
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,000,700
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.62%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 2,000,700
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,000,700
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.62%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 24 Pages
SCHEDULE 13D
CUSIP No. 871130100
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 2,000,700
Shares
Beneficially 8 Shared Voting Power
Owned By 850,000
Each
Reporting 9 Sole Dispositive Power
Person 2,000,700
With
10 Shared Dispositive Power
850,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,850,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.73%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 24 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $0.001 par value per share (the "Shares"), of Sybase, Inc. (the
"Issuer"). This Amendment No. 2 supplementally amends the initial statement on
Schedule 13D dated December 2, 1996 and Amendment No. 1 thereto dated January 1,
1997 (collectively, the "Initial Statement") filed by the Reporting Persons (as
defined herein). This Amendment No. 2 is being filed by the Reporting Persons to
report the recent acquisition of Shares for the accounts of Quantum Industrial
Partners LDC ("QIP"), Quantum Partners LDC ("Quantum Partners"), Winston
Partners II LDC ("Winston LDC") and Winston Partners II LLC ("Winston LLC"), as
a result of which the percentage of Shares of which the Reporting Persons may be
deemed to be the beneficial owner has increased by more than one percent.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Initial Statement. The Initial Statement is supplementally
amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) QIP;
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC");
v) George Soros ("Mr. Soros");
vi) Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) Winston LDC;
viii) Winston LLC;
ix) Chatterjee Advisors LLC ("Chatterjee Advisors")
x) Chatterjee Management Company ("Chatterjee Management"); and
xi) Purnendu Chatterjee ("Dr. Chatterjee").
Information concerning the executive officers and directors of QIH
Management is attached hereto as Annex A and incorporated herein by reference.
Updated information concerning the Managing Directors of SFM LLC is
attached hereto as Annex B and incorporated herein by reference.
<PAGE>
Page 14 of 24 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Quantum Partners expended approximately $10,827,082 of its working
capital to purchase the Shares reported herein as being acquired since January
1, 1997, the date of the last filing by the Reporting Persons on Schedule 13D.
QIP expended approximately $10,827,082 of its working capital to purchase the
Shares reported herein as being acquired since January 1, 1997, the date of the
last filing by the Reporting Persons on Schedule 13D. Winston LDC expended
approximately $1,719,003 of its working capital to purchase the Shares reported
herein as being acquired since January 1, 1997, the date of the last filing by
the Reporting Persons on Schedule 13D. Winston LLC expended approximately
$890,239 of its working capital to purchase the Shares reported herein as being
acquired since January 1, 1997, the date of the last filing by the Reporting
Persons on Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI and QIH Management may be deemed beneficial
owner of the 850,000 Shares held for the account of QIP (approximately 1.11% of
the total number of Shares outstanding).
(ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the beneficial
owner of 1,900,000 Shares (approximately 2.49% of the total number of Shares
outstanding). This number consists of (A) 1,050,000 Shares held for the account
of Quantum Partners, and (B) 850,000 Shares held for the account of QIP.
(iii) Mr. Soros may be deemed the beneficial owner of 3,700,000 Shares
(approximately 4.84% of the total number of Shares outstanding). This number
consists of (A) 1,800,000 Shares held for his personal account, (B) 1,050,000
Shares held for the account of Quantum Partners, and (C) 850,000 Shares held for
the account of QIP.
(iv) Winston LDC may be deemed the beneficial owner of the 1,347,597
Shares currently held for its account (approximately 1.76% of the total number
of Shares outstanding).
(v) Winston LLC may be deemed the beneficial owner of the 653,103
Shares currently held for its account (approximately .85% of the total number of
Shares outstanding).
(vi) Each of Chatterjee Advisors and Chatterjee Management may be
deemed the beneficial owner of 2,000,700 Shares (approximately 2.62% of the
total number of Shares outstanding). This number consists of (A) 1,347,597
Shares held for the account of Winston LDC and (B) 653,103 Shares held for the
account of Winston LLC.
(vii) Dr. Chatterjee may be deemed the beneficial owner of 2,850,700
Shares (approximately 3.73% of the total number of Shares outstanding). This
number consists of (A) 1,347,597 Shares held for the account of Winston LDC, (B)
653,103 Shares held for the account of Winston LLC and (C) 850,000 Shares held
for the account of QIP.
<PAGE>
Page 15 of 24 Pages
(b) (i) Each of QIP, 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
850,000 Shares held for the account of QIP.
(ii) Pursuant to the contract between Quantum and SFM LLC, SFM LLC may
be deemed to have sole power to direct the voting and disposition of the
1,050,000 Shares held for the account of Quantum Partners.
(iii) Pursuant to the contract between Quantum and SFM LLC and as a
result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC,
each of Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to
direct the voting and disposition of the 1,050,000 Shares held for the account
of Quantum Partners.
(iv) Mr. Soros holds the sole power to vote and to dispose of the
1,800,000 Shares held for his personal account.
(v) Each of Winston LDC, Chatterjee Advisors (as manager of Winston
LDC), Chatterjee Management (as investment advisor to Winston LDC) and Dr.
Chatterjee (as the person ultimately in control of both Chatterjee Advisors and
Chatterjee Management) may be deemed to have the sole power to direct the voting
and disposition of the 1,347,597 Shares held for the account of Winston LDC.
(vi) Each of Winston LLC, Chatterjee Advisors (as manager of Winston
LLC), Chatterjee Management (as investment advisor to Winston LLC) and Dr.
Chatterjee (as the person ultimately in control of both Chatterjee Advisors and
Chatterjee Management) may be deemed to have the sole power to direct the voting
and disposition of the 653,103 Shares held for the account of Winston LLC.
(c) Except for the transactions disclosed on Annex C hereto, all of which
were effected in the over-the-counter market in routine brokerage transactions,
there have been no transactions with respect to the Shares since January 1,
1997, the date of the last filing, by any of the Reporting Persons or, to the
best of the Reporting Persons' knowledge, any other persons identified in
response to Item 2 of the Initial Statement.
(d) (i) The shareholders of QIP, 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
Shares held for the account of QIP in accordance with their ownership interests
in QIP.
(ii) Mr. Soros has the sole right to participate in the receipt of
dividends from, or proceeds from the sale of, the Shares held for his personal
account.
(iii) The shareholders of Quantum Partners, including Quantum Fund,
have the right to participate in the receipt of dividends from, or proceeds from
the sale of, the Shares held for the account of Quantum Partners in accordance
with their ownership interests in Quantum Partners.
<PAGE>
Page 16 of 24 Pages
(iv) The shareholders of Winston LDC, including Winston Partners II
Offshore Ltd., a British Virgin Islands international business 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 Winston LDC in accordance with their
ownership interests in Winston LDC.
(v) The members of Winston LLC 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 LLC in accordance with their ownership interests in Winston
LLC.
(e) Not applicable.
Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial
ownership of any Shares not held directly for the accounts of the SFM Clients
and the account of QIP. Mr. Soros expressly disclaims beneficial ownership of
any Shares not held directly for his account, the accounts of the SFM Clients
and the account of QIP. Each of QIP, QIHMI and QIH Management expressly
disclaims beneficial ownership of any Shares not held directly for the account
of QIP. Each of Winston LDC and Winston LLC expressly disclaims beneficial
ownership of any Shares not held directly for its account. Each of Chatterjee
Advisors and Chatterjee Management expressly disclaims beneficial ownership of
any Shares not held directly for the accounts of Winston LDC and Winston LLC.
Dr. Chatterjee expressly disclaims beneficial ownership of any Shares not held
directly for the accounts of QIP, Winston LDC and Winston LLC.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Dr. Chatterjee has reached understandings with each of Quantum
Partners and Mr. Soros pursuant to which Dr. Chatterjee will furnish to each of
Quantum Partners and Mr. Soros recommendations concerning transactions in the
Shares. It is contemplated by Quantum Partners that Dr. Chatterjee will share in
any profits with respect to Shares held for the account of Quantum Partners and
it is contemplated by Mr. Soros that Dr. Chatterjee will share in any profits or
losses with respect to Shares held for the account of Mr. Soros.
Except as described above, the Reporting Persons and SFM Clients do
not have any contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
(a) Power of Attorney dated as of January 1, 1997 granted by Mr. George
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A
to Amendment No. 1 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 Amendment No. 1 and incorporated herein by reference).
(c) Joint Filing Agreement dated January 1, 1997 by and among QIP, QIHMI,
QIH Management, SFM LLC, Mr. Soros, Mr. Druckenmiller, Winston LDC, Winston LLC,
<PAGE>
Page 17 of 24 Pages
Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee (filed as Exhibit
C to Amendment No. 1 and incorporated herein by reference).
(d) Power of Attorney dated May 23, 1996 granted by QIP in favor of Mr.
Gary Gladstein and Mr. Sean Warren and Mr. Michael Neus (filed as Exhibit C to
the Initial Statement and incorporated herein by reference).
(e) Power of Attorney dated May 31, 1995 granted by Dr. Chatterjee in favor
of Mr. Peter Hurwitz (filed as Exhibit D to the Initial Statement and
incorporated herein by reference).
(f) Power of Attorney dated October 25, 1996 granted by Winston Partners II
LDC in favor of Mr. Peter A. Hurwitz (filed as Exhibit E to the Initial
Statement and incorporated herein by reference).
<PAGE>
Page 18 of 24 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.
Dated: February 3, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Vice President
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
<PAGE>
Page 19 of 24 Pages
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Manager
CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Manager
CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 20 of 24 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curaco,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Administrative services Citco Building
Limited Wickhams Cay
Secretary Road Town
(British Virgin Islands) Tortola
British Virgin Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Gary Gladstein Managing Director of 888 Seventh Avenue
Director and President SFM LLC 33rd Floor
(United States) New York, New York 10106
Sean C. Warren Managing Director of 888 Seventh Avenue
Director, Vice President SFM LLC 33rd Floor
and Secretary New York, New York 10106
(United States)
Peter Streinger Chief Financial Officer of 888 Seventh Avenue
Treasurer SFM LLC 33rd Floor
(United States) New York, New York 10106
Michael C. Neus Assistant General Counsel 888 Seventh Avenue
Vice President and of SFM LLC 33rd Floor
Assistant Secretary New York, New York 10106
(United States)
To the best of the Reporting Persons' knowledge, except as set forth
on Annex B:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 21 of 24 Pages
ANNEX B
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC, as well as the number
of Shares, if any, held for the account of each:
Number of Shares
----------------
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein..................................... 7,000
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.
To the best of the Reporting Persons' knowledge:
(a) The consideration used for purchasing the Shares reported above
was the personal funds of the Managing Director who purchased such
Shares.
(b) All of the Shares reported above were acquired for investment
purposes.
(c) The Managing Director (i) holds the Shares reported above as being
held for his own account, (ii) has the sole power to vote or dispose
of such Shares and has the right to receive the dividends from, or
proceeds from the sale of, the Shares, and (iii) has not effected any
transactions in the Shares since January 1, 1997, the date of the last
filing on Schedule 13D by the Reporting Persons.
(d) None of the Managing Directors has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 22 of 24 Pages
<TABLE>
<CAPTION>
ANNEX C
RECENT TRANSACTIONS IN THE COMMON STOCK OF
SYBASE, INC.
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Partners LDC/1/ 1/02/97 BUY 3,200 17.008
1/02/97 BUY 9,375 17.000
1/06/97 BUY 3,750 17.000
1/06/97 BUY 26,850 17.003
1/07/97 BUY 84,375 16.881
1/07/97 BUY 9,375 16.855
1/08/97 BUY 2,025 17.023
1/09/97 BUY 2,425 17.022
1/10/97 BUY 775 17.022
1/14/97 BUY 18,750 18.000
1/14/97 BUY 30,000 18.018
1/15/97 BUY 10,225 18.002
1/15/97 BUY 18,750 17.938
1/16/97 BUY 6,150 18.023
1/22/97 BUY 9,150 18.023
1/27/97 BUY 72,500 17.258
1/27/97 BUY 11,100 17.332
1/27/97 BUY 75,000 17.041
1/28/97 BUY 1,600 17.770
1/28/97 BUY 20,300 17.701
1/28/97 BUY 72,500 17.605
1/29/97 BUY 25,000 17.250
1/29/97 BUY 27,000 17.220
1/30/97 BUY 8,400 17.347
1/30/97 BUY 2,500 17.270
1/30/97 BUY 12,500 17.332
1/30/97 BUY 25,000 17.312
1/31/97 BUY 29,750 17.250
1/31/97 BUY 6,600 17.273
<PAGE>
Page 23 of 25 Pages
Quantum Industrial
Partners LDC/1/ 1/02/97 BUY 3,200 17.008
1/02/97 BUY 9,375 17.000
1/06/97 BUY 3,750 17.000
1/06/97 BUY 26,850 17.003
1/07/97 BUY 84,375 16.881
1/07/97 BUY 9,375 16.855
1/08/97 BUY 2,025 17.023
1/09/97 BUY 2,425 17.022
1/10/97 BUY 775 17.022
1/14/97 BUY 18,750 18.000
1/14/97 BUY 30,000 18.018
1/15/97 BUY 10,225 18.002
1/15/97 BUY 18,750 17.938
1/16/97 BUY 6,150 18.023
1/22/97 BUY 9,150 18.023
1/27/97 BUY 72,500 17.258
1/27/97 BUY 11,100 17.332
1/27/97 BUY 75,000 17.041
1/28/97 BUY 1,600 17.770
1/28/97 BUY 20,300 17.701
1/28/97 BUY 72,500 17.605
1/29/97 BUY 25,000 17.250
1/29/97 BUY 27,000 17.220
1/30/97 BUY 8,400 17.347
1/30/97 BUY 2,500 17.270
1/30/97 BUY 12,500 17.332
1/30/97 BUY 25,000 17.312
1/31/97 BUY 29,750 17.250
1/31/97 BUY 6,600 17.273
Winston
Partners II LDC/2/ 1/02/97 BUY 1,300 17.008
1/02/97 BUY 4,200 17.000
1/06/97 BUY 1,700 17.000
1/06/97 BUY 12,000 17.003
1/07/97 BUY 37,400 16.881
1/07/97 BUY 4,200 16.855
1/08/97 BUY 900 17.023
1/09/97 BUY 1,125 17.022
1/10/97 BUY 375 17.022
1/14/97 BUY 8,375 18.000
1/14/97 BUY 13,400 18.018
1/15/97 BUY 4,600 18.002
1/15/97 BUY 8,375 17.938
1/16/97 BUY 1,350 18.023
<PAGE>
Page 24 of 24 Pages
Winston
Partners II LLC/2/ 1/02/97 BUY 700 17.008
1/02/97 BUY 2,050 17.000
1/06/97 BUY 800 17.000
1/06/97 BUY 5,900 17.003
1/07/97 BUY 18,850 16.881
1/07/97 BUY 2,050 16.855
1/08/97 BUY 450 17.023
1/09/97 BUY 525 17.022
1/10/97 BUY 175 17.022
1/14/97 BUY 4,125 18.000
1/14/97 BUY 6,600 18.018
1/15/97 BUY 2,250 18.002
1/15/97 BUY 4,125 17.938
1/16/97 BUY 2,750 18.023
- -------------------
1. Transactions effected at the direction of SFM LLC.
2. Transactions effected at the direction of Chatterjee Management.
</TABLE>
