UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 11, 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 [_].
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 23 Pages
<PAGE>
Page 2 of 23 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*
Not applicable
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 579,600
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
579,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
579,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.74%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 23 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*
Not applicable
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 579,600
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
579,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
579,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.74%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 23 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*
Not Applicable
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 579,600
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
579,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
579,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.74%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 23 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*
Not applicable
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 716,200
Shares
Beneficially 8 Shared Voting Power
Owned By 579,600
Each
Reporting 9 Sole Dispositive Power
Person 716,200
With
10 Shared Dispositive Power
579,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,295,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.65%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 23 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*
PF
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 1,295,800
Each
Reporting 9 Sole Dispositive Power
Person 1,800,000
With
10 Shared Dispositive Power
1,295,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,095,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.95%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 23 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*
Not applicable
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 1,295,800
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,295,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,295,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.65%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 23 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 1,706,747
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,706,747
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,706,747
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.18%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 23 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 837,553
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 837,553
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
837,553
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; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 23 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 2,544,300
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,544,300
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,544,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.24%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 23 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 2,544,300
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,544,300
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,544,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.24%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 23 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 2,544,300
Shares
Beneficially 8 Shared Voting Power
Owned By 579,600
Each
Reporting 9 Sole Dispositive Power
Person 2,544,300
With
10 Shared Dispositive Power
579,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,123,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.98%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 23 Pages
This Amendment No. 3 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. 3 supplementally amends the initial statement on
Schedule 13D dated December 2, 1996 and all amendments thereto (collectively,
the "Initial Statement") filed by certain of the Reporting Persons (as defined
herein). This Amendment No. 3 is being filed by the Reporting Persons to report
that (i) as a result of recent dispositions of Shares from accounts managed by
certain of the Reporting Persons, on April 11, 1997, the number of Shares (the
"Prior Amount") of which the Reporting Persons may be deemed to be the
beneficial owners had decreased by more than one percent of the outstanding
Shares and (ii) as a result of subsequent acquisitions of Shares after that date
for the accounts of certain Reporting Persons, the number of Shares of which the
Reporting Persons currently may be deemed the beneficial owners has increased
from the Prior Amount. 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) Quantum Industrial Partners LDC ("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 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) Purnendu Chatterjee ("Dr. Chatterjee").
Updated information concerning the Managing Directors of SFM LLC is
attached hereto as Annex A and incorporated herein by reference.
<PAGE>
Page 14 of 23 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Soros expended approximately $8,140,258 of his personal funds to
purchase the Shares reported herein as being acquired in the last 60 days.
Winston LDC expended approximately $5,392,587 of its working capital to purchase
the Shares reported herein as being acquired in the last 60 days. Winston LLC
expended approximately $2,768,620 of its working capital to purchase the Shares
reported herein as being acquired in the last 60 days.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI and QIH Management may be deemed beneficial
owner of the 579,600 Shares held for the account of QIP (approximately .74% of
the total number of Shares outstanding).
(ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the
beneficial owner of 1,295,800 Shares (approximately 1.65% of the total number of
Shares outstanding). This number consists of (A) 716,200 Shares held for the
account of Quantum Partners, and (B) 579,600 Shares held for the account of QIP.
(iii) Mr. Soros may be deemed the beneficial owner of 3,095,800
Shares (approximately 3.95% of the total number of Shares outstanding). This
number consists of (A) 1,800,000 Shares held for his personal account, (B)
716,200 Shares held for the account of Quantum Partners, and (C) 579,600 Shares
held for the account of QIP.
(iv) Winston LDC may be deemed the beneficial owner of the
1,706,747 Shares currently held for its account (approximately 2.18% of the
total number of Shares outstanding).
(v) Winston LLC may be deemed the beneficial owner of the 837,553
Shares currently held for its account (approximately 1.07% of the total number
of Shares outstanding).
<PAGE>
Page 15 of 23 Pages
(vi) Each of Chatterjee Advisors and Chatterjee Management may be
deemed the beneficial owner of 2,544,300 Shares (approximately 3.24% of the
total number of Shares outstanding). This number consists of (A) 1,706,747
Shares held for the account of Winston LDC and (B) 837,553 Shares held for the
account of Winston LLC.
(vii) Dr. Chatterjee may be deemed the beneficial owner of
3,123,900 Shares (approximately 3.98% of the total number of Shares
outstanding). This number consists of (A) 1,706,747 Shares held for the account
of Winston LDC, (B) 837,553 Shares held for the account of Winston LLC and (C)
579,600 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 579,600 Shares held for the account of QIP.
(ii) Pursuant to the contract between Quantum Fund and SFM LLC,
SFM LLC may be deemed to have sole power to direct the voting and disposition of
the 716,200 Shares held for the account of Quantum Partners.
(iii) Pursuant to the contract between Quantum Fund 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 716,200 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 1,706,747 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 837,553 Shares held for the account of Winston
LLC.
(c) Except for the transactions disclosed on Annex B 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
February 20, 1997 (60 days prior to the date hereof) 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.
<PAGE>
Page 16 of 23 Pages
(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.
(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.
<PAGE>
Page 17 of 23 Pages
Item 7. Material to be Filed as Exhibits.
(a) Power of Attorney dated as of January 1, 1997 granted by Mr. 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, 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 23 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: April 21, 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 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 19 of 23 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 20 of 23 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
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein..................................... 7,000
Ron Hiram
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 February 20, 1997, 60 days prior to the
date hereof 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 21 of 23 Pages
<TABLE>
<CAPTION>
ANNEX B
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/ 04/08/97 Sale 13,800 14.976
04/09/97 Sale 21,300 13.999
04/09/97 Sale 14,600 13.992
04/10/97 Sale 7,400 12.665
04/10/97 Sale 33,500 12.664
04/10/97 Sale 6,600 12.664
04/10/97 Sale 6,600 12.664
04/10/97 Sale 6,600 12.664
04/10/97 Sale 10,300 12.663
04/10/97 Sale 36,900 13.032
04/11/97 Sale 8,400 12.961
04/11/97 Sale 6,600 12.961
04/11/97 Sale 4,800 12.961
04/11/97 Sale 22,600 12.962
04/11/97 Sale 9,450 12.961
04/11/97 Sale 9,350 12.963
04/11/97 Sale 13,150 12.724
04/11/97 Sale 22,350 12.724
04/14/97 Sale 7,100 12.999
04/14/97 Sale 8,400 12.924
04/14/97 Sale 18,400 12.999
04/14/97 Sale 17,100 12.999
04/15/97 Sale 11,025 13.124
04/15/97 Sale 3,175 13.124
04/15/97 Sale 14,300 12.994
Quantum Industrial
Partners LDC/1/ 04/08/97 Sale 9,450 14.976
04/08/97 Sale 1,650 14.976
04/09/97 Sale 17,250 13.999
04/09/97 Sale 3,600 13.992
04/09/97 Sale 8,200 13.992
04/10/97 Sale 48,050 12.664
04/10/97 Sale 9,450 12.664
04/10/97 Sale 18,675 13.032
04/10/97 Sale 11,225 13.032
04/11/97 Sale 7,525 12.961
04/11/97 Sale 42,075 12.962
04/11/97 Sale 28,750 12.724
04/14/97 Sale 5,800 12.999
04/14/97 Sale 4,000 12.924
04/14/97 Sale 2,800 12.924
04/14/97 Sale 6,575 12.999
<PAGE>
Page 22 of 23 Pages
04/14/97 Sale 3,200 12.999
04/14/97 Sale 9,375 12.999
04/14/97 Sale 3,750 12.999
04/14/97 Sale 5,900 12.999
04/15/97 Sale 11,500 13.124
04/15/97 Sale 9,450 12.994
04/15/97 Sale 2,150 12.993
Winston
Partners II LDC/2/ 04/16/97 Buy 9,300 14.125
04/17/97 Buy 131,100 14.708
04/17/97 Buy 3,300 14.395
04/17/97 Buy 36,000 14.511
04/18/97 Buy 164,150 15.399
04/18/97 Buy 1,900 15.332
04/18/97 Buy 13,400 15.500
Winston
Partners II LLC/2/ 04/16/97 Buy 4,600 14.125
04/17/97 Buy 69,300 14.708
04/17/97 Buy 1,700 14.395
04/17/97 Buy 19,000 14.511
04/18/97 Buy 82,250 15.399
04/18/97 Buy 1,000 15.332
04/18/97 Buy 6,600 15.500
George Soros 04/08/97 Sale 23,600 14.976
04/09/97 Sale 23,950 13.992
04/09/97 Sale 1,150 13.993
04/09/97 Sale 5,100 13.999
04/09/97 Sale 16,500 13.999
04/09/97 Sale 3,400 13.999
04/09/97 Sale 3,400 13.999
04/09/97 Sale 3,400 13.999
04/09/97 Sale 4,650 13.999
04/10/97 Sale 2,250 12.665
04/10/97 Sale 2,200 12.666
04/10/97 Sale 10,440 12.665
04/10/97 Sale 12,500 12.664
04/10/97 Sale 9,500 12.664
04/10/97 Sale 84,650 12.664
04/10/97 Sale 63,200 13.032
04/11/97 Sale 63,900 12.962
04/11/97 Sale 23,000 12.962
04/11/97 Sale 17,800 12.961
04/11/97 Sale 4,650 12.724
04/11/97 Sale 42,500 12.724
04/11/97 Sale 5,000 12.723
04/11/97 Sale 8,600 12.725
04/14/97 Sale 12,100 12.999
04/14/97 Sale 5,600 12.924
<PAGE>
Page 23 of 23 Pages
04/14/97 Sale 8,700 12.924
04/14/97 Sale 16,300 12.999
04/14/97 Sale 2,600 12.998
04/14/97 Sale 7,500 12.999
04/14/97 Sale 2,500 13.000
04/14/97 Sale 20,700 12.999
04/14/97 Sale 11,100 12.999
04/15/97 Sale 24,300 13.124
04/15/97 Sale 24,400 12.994
04/16/97 Buy 10,000 13.957
04/16/97 Buy 300,000 14.164
04/16/97 Buy 225,000 14.407
04/16/97 Buy 36,100 14.125
- -------------------
/1/ Transactions effected at the direction of SFM LLC.
/2/ Transactions effected at the direction of Chatterjee Management.
</TABLE>
