UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
July 17, 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 18 Pages
<PAGE>
Page 2 of 18 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 1,079,600
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,079,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,079,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.37%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 18 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 1,079,600
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,079,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,079,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.37%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 18 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 1,079,600
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,079,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,079,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.37%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 18 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 716,200
Shares
Beneficially 8 Shared Voting Power
Owned By 1,079,600
Each
Reporting 9 Sole Dispositive Power
Person 716,200
With
10 Shared Dispositive Power
1,079,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.28%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 18 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; 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 2,200,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,795,800
Each
Reporting 9 Sole Dispositive Power
Person 2,200,000
With
10 Shared Dispositive Power
1,795,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,995,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.08%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 18 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 1,795,800
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,795,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.28%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 18 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 2,022,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,022,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,022,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.57%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 18 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 1,008,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,008,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,008,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.28%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 18 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 3,030,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,030,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,030,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.85%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 18 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 3,030,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,030,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,030,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.85%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 18 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 3,030,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,079,600
Each
Reporting 9 Sole Dispositive Power
Person 3,030,000
With
10 Shared Dispositive Power
1,079,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,109,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.22%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 18 Pages
This Amendment No. 4 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. 4 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 in
the Initial Statements. This Amendment No. 4 is being filed by the Reporting
Persons to report that as a result of recent acquisitions of Shares for the
accounts of certain of the Reporting Persons, the number of Shares of which the
Reporting Persons currently may be deemed the beneficial owners has increased by
more than one percent of the total outstanding Shares. 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 3. Source and Amount of Funds or Other Consideration.
QIP expended approximately $7,440,000 of its working capital to
purchase the Shares reported herein as having been acquired for its account in
the last 60 days. Mr. Soros expended approximately $5,955,000 of his personal
funds to purchase the Shares reported herein as having been acquired for his
personal account in the last 60 days. Chatterjee Management expended
approximately $996,800 of the working capital of Winston LDC to purchase the
Shares reported herein as having been acquired for Winston LDC's account in last
60 days. Chatterjee Management expended approximately $488,600 of the working
capital of Winston LLC to purchase the Shares reported herein as having been
acquired for Winston LLC's account 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 1,079,600 Shares held for the account of QIP (approximately 1.37%
of the total number of Shares outstanding).
(ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the
beneficial owner of 1,795,800 Shares (approximately 2.28% of the total number of
Shares outstanding). This number consists of (A) 716,200 Shares held for the
account of Quantum Partners, and (B) 1,079,600 Shares held for the account of
QIP.
(iii)Mr. Soros may be deemed the beneficial owner of 3,995,800 Shares
(approximately 5.08% of the total number of Shares outstanding). This number
consists of (A) 2,200,000 Shares held for his personal account, (B) 716,200
Shares held for the account of Quantum Partners, and (C) 1,079,600 Shares held
for the account of QIP.
(iv) Winston LDC may be deemed the beneficial owner of the 2,022,000
Shares currently held for its account (approximately 2.57% of the total number
of Shares outstanding).
(v) Winston LLC may be deemed the beneficial owner of the 1,008,000
Shares currently held for its account (approximately 1.28% of the total number
of Shares outstanding).
<PAGE>
Page 14 of 18 Pages
(vi) Each of Chatterjee Advisors and Chatterjee Management may be
deemed the beneficial owner of 3,030,000 Shares (approximately 3.85% of the
total number of Shares outstanding). This number consists of (A) 2,022,000
Shares held for the account of Winston LDC and (B) 1,008,000 Shares held for the
account of Winston LLC.
(vii)Dr. Chatterjee may be deemed the beneficial owner of 4,109,600
Shares (approximately 5.22% of the total number of Shares outstanding). This
number consists of (A) 2,022,000 Shares held for the account of Winston LDC, (B)
1,008,000 Shares held for the account of Winston LLC and (C) 1,079,600 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
1,079,600 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
2,200,000 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 2,022,000 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 1,008,000 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 May 26, 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 15 of 18 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 16 of 18 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: July 24, 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 17 of 18 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>
<TABLE>
<CAPTION>
Page 18 of 18 Pages
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 Industrial
Partners LDC/1/ 07/17/97 Buy 25,000 14.531
07/17/97 Buy 111,800 15.097
07/17/97 Buy 75,000 14.968
07/18/97 Buy 220,800 14.905
07/21/97 Buy 67,400 14.472
Winston
Partners II LDC/2/ 07/17/97 Buy 3,300 14.531
07/17/97 Buy 14,900 15.097
07/17/97 Buy 10,000 14.968
07/18/97 Buy 29,400 14.905
07/21/97 Buy 9,400 14.472
Winston
Partners II LLC/2/ 07/17/97 Buy 1,700 14.531
07/17/97 Buy 5,000 14.968
07/17/97 Buy 3,400 15.097
07/18/97 Buy 14,700 14.905
07/21/97 Buy 8,200 14.472
George Soros 07/17/97 Buy 20,000 14.531
07/17/97 Buy 93,400 15.097
07/17/97 Buy 60,000 14.968
07/18/97 Buy 176,600 14.905
07/21/97 Buy 50,000 14.472
- -------------------
/1/ Transactions effected at the direction of SFM LLC and Dr. Chatterjee.
/2/ Transactions effected at the direction of Chatterjee Management.
</TABLE>
