UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 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 [_].** (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.
Continued on following page(s)
Page 1 of 28 Pages
Exhibit Index: Page 24
- ------------------------
* 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>
Page 2 of 28 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 225,075
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
225,075
11 Aggregate Amount Beneficially Owned by Each Reporting Person
225,075
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
.29%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 28 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 225,075
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
225,075
11 Aggregate Amount Beneficially Owned by Each Reporting Person
225,075
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
.29%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 28 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 225,075
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
225,075
11 Aggregate Amount Beneficially Owned by Each Reporting Person
225,075
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
.29%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 28 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 425,075
Shares
Beneficially 8 Shared Voting Power
Owned By 225,075
Each
Reporting 9 Sole Dispositive Power
Person 425,075
With
10 Shared Dispositive Power
225,075
11 Aggregate Amount Beneficially Owned by Each Reporting Person
650,150
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; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 28 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 650,150
Each
Reporting 9 Sole Dispositive Power
Person 1,800,000
With
10 Shared Dispositive Power
650,150
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,450,150
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
3.21%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 28 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 650,150
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
650,150
11 Aggregate Amount Beneficially Owned by Each Reporting Person
650,150
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*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 28 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 1,248,297
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,248,297
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,248,297
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.63%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 28 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 601,753
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 601,753
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
601,753
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
.79%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 28 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 1,850,050
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,850,050
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,850,050
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
2.42%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 28 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 1,850,050
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,850,050
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,850,050
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
2.42%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 28 Pages
SCHEDULE 13D
CUSIP No. 871130100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DR. 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 1,850,050
Shares
Beneficially 8 Shared Voting Power
Owned By 225,075
Each
Reporting 9 Sole Dispositive Power
Person 1,850,050
With
10 Shared Dispositive Power
225,075
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,075,125
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
2.72%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 28 Pages
This Amendment No. 1 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. 1 supplementally amends the initial statement on
Schedule 13D dated December 2, 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 the transfer of the investment advisory
contract between Soros Fund Management ("SFM") and Quantum Fund N.V., a
Netherlands Antilles company ("Quantum Fund"), whose principal operating
subsidiary is Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), pursuant to which SFM was granted investment
discretion over portfolio investments, including the Shares, held for the
account of Quantum Partners. The investment advisory contract has been
transferred from SFM to Soros Fund Management LLC ("SFM LLC"), a newly formed
Delaware limited liability company. In addition, this Amendment No. 1 is being
filed to report an agreement between one of the Reporting Persons and SFM LLC
pursuant to which SFM LLC has been granted investment discretion over the Shares
held for the account of Quantum Industrial Partners LDC, a Cayman Islands
exempted limited duration company ("QIP"). 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) SFM LLC;
v) George Soros ("Mr. Soros");
vi) Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) Winston Partners II LDC ("Winston LDC");
viii)Winston Partners II LLC ("Winston LLC");
ix) Chatterjee Advisors LLC ("Chatterjee Advisors")
x) Chatterjee Management Company ("Chatterjee Management"); and
xi) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
<PAGE>
Page 14 of 28 Pages
The Reporting Persons
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. Its 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 A 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.
During the past five years, except as disclosed in the Initial
Statement, none of the Reporting Persons and, to the best of the Reporting
Persons' knowledge, 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
<PAGE>
Page 15 of 28 Pages
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 3. Source and Amount of Funds or Other Consideration.
Quantum Partners expended approximately $2,294,520 of its working
capital to purchase the Shares reported herein as being acquired within the last
60 days. QIP expended approximately $2,294,520 of its working capital to
purchase the Shares reported herein as being acquired within the last 60 days.
Winston LDC expended approximately $1,026,345 of its working capital to purchase
the Shares reported herein as being acquired within the last 60 days. Winston
LLC expended approximately $503,323 of its working capital to purchase the
Shares reported herein as being acquired within the last 60 days.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quantum Partners, QIP, Mr. Soros, Winston LDC
and/or Winston LLC were acquired or disposed of for investment purposes. Neither
Quantum Partners, the Reporting Persons nor, to the best of their knowledge, any
of the other individuals identified in response to Item 2, has any plans or
proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. 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 Reporting Persons and/or SFM Clients, market
conditions or other factors.
<PAGE>
Page 16 of 28 Pages
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI and QIH Management may be deemed
beneficial owner of the 225,075 Shares held for the account of QIP
(approximately .29% of the total number of Shares outstanding).
(ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the
beneficial owner of 650,150 Shares (approximately .85% of the total number of
Shares outstanding). This number consists of (A) 425,075 Shares held for the
account of Quantum Partners, and (B) 225,075 Shares held for the account of QIP.
(iii) Mr. Soros may be deemed the beneficial owner of
2,450,150 Shares (approximately 3.21% of the total number of Shares
outstanding). This number consists of (A) 1,800,000 Shares held for his personal
account, (B) 425,075 Shares held for the account of Quantum Partners, and (C)
225,075 Shares held for the account of QIP.
(iv) Winston LDC may be deemed the beneficial owner of the
1,248,297 Shares currently held for its account (approximately 1.63% of the
total number of Shares outstanding).
(v) Winston LLC may be deemed the beneficial owner of the
601,753 Shares currently held for its account (approximately .79% of the total
number of Shares outstanding).
(vi) Each of Chatterjee Advisors and Chatterjee Management
may be deemed the beneficial owner of 1,850,050 Shares (approximately 2.42% of
the total number of Shares outstanding). This number consists of (A) 1,248,297
Shares held for the account of Winston LDC and (B) 601,753 Shares held for the
account of Winston LLC.
(vii) Dr. Chatterjee may be deemed the beneficial owner of
2,075,125 Shares (approximately 2.72% of the total number of Shares
outstanding). This number consists of (A) 1,248,297 Shares held for the account
<PAGE>
Page 17 of 28 Pages
of Winston LDC, (B) 601,753 Shares held for the account of Winston LLC and (C)
225,075 Shares held for the account of QIP.
(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 225,075 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 425,075 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 425,075 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 1,248,297 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 601,753 Shares held for the account of Winston
LLC.
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, and the transactions listed on Annex B hereto,
there have been no transactions with respect to the Shares since the date of the
last filing by any of the Reporting Persons or 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, securities, including the Shares, held for the account of QIP in acordance
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, securities, including
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, securities, including the Shares, held for the
account of Quantum Partners in accordance with their ownership interests in
Quantum Partners.
<PAGE>
Page 18 of 28 Pages
(iv) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities, including the shares, held for the account of Winston LDC in
accordance with their ownership interests in Winston LDC.
(v) The shareholders of Winston LLC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities, including 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, Winston LLC, Chatterjee Advisors and
Chatterjee Management expressly disclaims beneficial ownership of any Shares not
held directly for the accounts Winston LDC and Winston LLC, respectively. 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 in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Quantum
Partners and/or the SFM Clients may lend portfolio securities to brokers, banks
or other financial institutions. These loans typically obligate the borrower to
return the securities, or an equal amount of securities of the same class, to
the lender and typically provide that the borrower is entitled to exercise
voting rights and to retain dividends during the term of the loan. From time to
time, to the extent permitted by applicable laws, each of the Reporting Persons,
Quantum Fund, Quantum Partners and/or the SFM Clients may borrow securities,
including the Shares, for the purpose of effecting, and may effect, short sale
transactions, and may purchase securities for the purpose of closing out short
positions in such securities.
Except as described herein, the Reporting Persons and SFM Clients
do not have any contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
<PAGE>
Page 19 of 28 Pages
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.
(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.
(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, Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee.
(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 20 of 28 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: January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
its Sole General Partner
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Vice President
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 21 of 28 Pages
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
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 22 of 28 Pages
ANNEX A
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
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 each of the Managing Directors
who purchased such Shares.
(b) All of the Shares reported above were acquired for investment
purposes.
(c) Each of the Managing Directors (i) holds the Shares reported
above as being held for his or her 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 November 2, 1996 (60 days prior to the date hereof).
(d) None of the Managing Directors has any contracts,
arrangements, understandings or relationships with respect to the
Shares.
<PAGE>
Page 23 of 28 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
SYBASE, INC.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Quantum Partners\1\ 12/30/96 BUY 28,125 16.833
12/30/96 BUY 18,750 16.841
12/31/96 BUY 9,375 16.750
12/31/96 BUY 80,625 16.722
Quantum Industrial 12/30/96 BUY 28,125 16.833
Partners LDC 12/30/96 BUY 18,750 16.841
12/31/96 BUY 9,375 16.750
12/31/96 BUY 80,625 16.722
Winston Partners II 12/30/96 BUY 12,600 16.833
LDC\2\ 12/30/96 BUY 8,375 16.840
12/31/96 BUY 4,200 16.750
12/31/96 BUY 36,050 16.722
Winston Partners 12/30/96 BUY 6,150 16.833
LCC\2\ 12/30/96 BUY 4,125 16.840
12/31/96 BUY 2,050 16.750
12/31/96 BUY 17,700 16.722
- -------------------
1. Transactions effected at the direction of SFM.
2. Transactions effected at the direction of Chatterjee Management.
</TABLE>
<PAGE>
Page 24 of 28 Pages
EXHIBIT INDEX
PAGE
-----
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....................................................... 25
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................................................... 26
C. Joint Filing Agreement dated January 1, 1997 by and among
Quantum Industrial Partners LDC, QIH Management Investor,
L.P., QIH Management, Inc., Soros Fund Management LLC, Mr.
George Soros, Mr. Stanley F. Druckenmiller, Winston Partners
II LDC, Winston Partners II LLC, Chatterjee Advisors LLC,
Chatterjee Management Company and Dr. Purnendu Chatterjee
...................................................................... 27
Page 25 of 28 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 26 of 28 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 27 of 28 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Sybase, Inc. 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.
Dated: January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
its Sole General Partner
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Vice President
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 28 of 28 Pages
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
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
