SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
SYBASE, INC.
--------------------
(Name of Issuer)
Common Stock, $.001 Par Value
---------------------------------------
(Title of Class of Securities)
871130100
--------------
(CUSIP Number)
December 31, 1998
---------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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
disclosures provided in a prior cover page.
The information required in 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 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 30 Pages
Exhibit Index: Page 27
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 2 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 317,600
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
317,600
9 Aggregate Amount Beneficially Owned by Each Reporting Person
317,600/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.39%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 3 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 317,600
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
317,600
9 Aggregate Amount Beneficially Owned by Each Reporting Person
317,600/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.39%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 4 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 317,600
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
317,600
9 Aggregate Amount Beneficially Owned by Each Reporting Person
317,600/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.39%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 5 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 672,200
Shares
Beneficially 6 Shared Voting Power
Owned By 317,600
Each
Reporting 7 Sole Dispositive Power
Person 672,200
With
8 Shared Dispositive Power
317,600
9 Aggregate Amount Beneficially Owned by Each Reporting Person
989,800/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.21%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 6 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 682,400
Shares
Beneficially 6 Shared Voting Power
Owned By 989,800
Each
Reporting 7 Sole Dispositive Power
Person 682,400
With
8 Shared Dispositive Power
989,800
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,672,200/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.05%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 7 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 989,800
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
989,800
9 Aggregate Amount Beneficially Owned by Each Reporting Person
989,800/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.21%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 8 of 30 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY)
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 465,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 465,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
465,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.57%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 9 of 30 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY)
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 465,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 465,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
465,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.57%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 10 of 30 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY)
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 2,162,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,162,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,162,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
2.65%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 11 of 30 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY)
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,403,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,403,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,403,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
1.72%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 12 of 30 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY)
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 3,565,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 3,565,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,565,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
4.36%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 13 of 30 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY)
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 3,565,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 3,565,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,565,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
4.36%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 14 of 30 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 4,030,000
Shares
Beneficially 6 Shared Voting Power
Owned By 317,600
Each
Reporting 7 Sole Dispositive Power
Person 4,030,000
With
8 Shared Dispositive Power
317,600
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,347,600/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
5.32%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
/1/ Position as of February 11, 1999.
<PAGE>
Page 15 of 30 Pages
Item 1(a) Name of Issuer:
Sybase, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
6475 Christie Avenue, Emeryville, CA 94608.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC, a Cayman Islands
exempted limited duration company ("QIP");
ii) QIH Management Investor, L.P., a Delaware limited
partnership ("QIHMI");
iii) QIH Management, Inc., a Delaware corporation ("QIH
Management");
iv) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
v) Mr. George Soros ("Mr. Soros");
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) Winston Partners, L.P., a Delaware limited
partnership ("Winston L.P.");
viii) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM");
ix) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
x) Winston Partners II LLC, a Delaware limited liability
company ("Winston LLC");
xi) Chatterjee Advisors LLC, a Delaware limited liability
company ("Chatterjee Advisors");
xii) Chatterjee Management Company, a Delaware Corporation
("Chatterjee Management"); and
xiii) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to Shares (as defined herein) held for
the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), QIP and Mr. Soros. SFM LLC, a Delaware limited
liability company, serves as principal investment manager to Quantum Partners
<PAGE>
Page 16 of 30 Pages
and as such, has been granted investment discretion over portfolio investments,
including the Shares, held for the account of Quantum Partners. QIHMI, an
investment advisory firm, is vested with investment discretion over the Shares
held for the account of QIP. Mr. Soros is the sole shareholder of QIH
Management, the sole general partner of QIHMI, and Chairman of SFM LLC. Mr.
Soros has entered into an agreement pursuant to which he has agreed to use his
best efforts to cause QIH Management to act at the direction of SFM LLC. Mr.
Druckenmiller is Lead Portfolio Manager and a Member of the Management Committee
of SFM LLC. Dr. Chatterjee serves as a sub-investment advisor to QIP. Dr.
Chatterjee has also provided advice to Mr. Soros relating to his personal
investment in Shares.
This Statement also relates to Shares held for the accounts of
Winston L.P., Winston LDC and Winston LLC.
CFM is a Delaware limited partnership and the general partner
of Winston L.P. Dr. Chatterjee is the sole general partner of CFM.
Chatterjee Advisors, a Delaware limited liability company that
is managed and controlled by Dr. Chatterjee, serves as the manager, and is
responsible for supervising the operations, of each of Winston LDC and Winston
LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC.
Chatterjee Management, a Delaware corporation that is managed
and controlled by Dr. Chatterjee, serves as investment advisor to each of
Winston LDC and Winston LLC pursuant to investment management contracts between
Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston
LLC.
Chatterjee Advisors, as the manager of each of Winston LDC and
Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
and dispositive power over securities held for the accounts of Winston LDC and
Winston LLC, may each be deemed to be the beneficial owner of securities
(including the Shares) held for the account of each of Winston LDC and Winston
LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of QIP
and Winston LDC is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
The address of the principal business office of each of QIHMI, QIH Management,
SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106. The address of the principal business office of each of Winston
L.P., CFM, Winston LLC, Chatterjee Advisors, Chatterjee Management and Dr.
Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) QIP is a Cayman Islands exempted limited duration
company;
ii) QIHMI is a Delaware limited partnership;
iii) QIH Management is a Delaware corporation;
iv) SFM LLC is a Delaware limited liability company;
<PAGE>
Page 17 of 30 Pages
v) Mr. Soros is a United States citizen;
vi) Mr. Druckenmiller is a United States citizen;
vii) Winston L.P., is a Delaware limited partnership;
viii) CFM is a Delaware limited partnership;
ix) Winston LDC is a Cayman Islands exempted limited
duration company;
x) Winston LLC is a Delaware limited liability company;
xi) Chatterjee Advisors is a Delaware limited liability
company;
xii) Chatterjee Management is a Delaware Corporation; and
xiii) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $.001 par value (the "Shares").
Item 2(e) CUSIP Number:
871130100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 11, 1999, each of the Reporting
Persons may be deemed the beneficial owner of the
following number of Shares:
(i) Each of QIP, QIHMI and QIH Management may be
deemed the beneficial owner of the 317,600 Shares
held for the account of QIP.
(ii) Each of SFM LLC and Mr. Druckenmiller may be
deemed the beneficial owner of 989,800 Shares. This
number consists of (A) 672,200 Shares held for the
account of Quantum Partners and (B) 317,600 Shares
held for the account of QIP.
(iii) Mr. Soros may be deemed the beneficial owner of
1,672,200 Shares. This number consists of (A) 682,400
Shares held for his personal account, (B) 672,200
<PAGE>
Page 18 of 30 Pages
Shares held for the account of Quantum Partners, and
(C) 317,600 Shares held for the account of QIP.
(iv) Each of Winston L.P. and CFM may be deemed to
be the beneficial owner of the 465,000 Shares held
for the account of Winston Partners L.P.
(v) Winston LDC may be deemed the beneficial owner
of the 2,162,000 Shares held for its account.
(vi) Winston LLC may be deemed the beneficial owner
of 1,403,000 Shares held for its account.
(vii) Each of Chatterjee Management and Chatterjee
Advisors may be deemed the beneficial owner of
3,565,000 Shares. This number consists of (A)
2,162,000 Shares held for the account of Winston LDC
and (B) 1,403,000 Shares held for the account of
Winston LLC.
(viii)Dr. Chatterjee may be deemed the beneficial
owner of 4,347,600 Shares. This number consists of
(A) 465,000 Shares held for the account of Winston
L.P., (B) 2,162,000 Shares held for the account of
Winston LDC, (C) 1,403,000 Shares held for the
account of Winston LLC and (D) 317,600 Shares held
for the account of QIP.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP,
QIHMI and QIH Management may be deemed to be the
beneficial owner constitutes approximately .39% of
the total number of Shares outstanding.
(ii) The number of Shares of which each of SFM LLC
and Mr. Druckenmiller may be deemed to be the
beneficial owner constitutes approximately 1.21% of
the total number of Shares outstanding.
(iii) The number of Shares of which Mr. Soros may be
deemed to be the beneficial owner constitutes
approximately 2.05% of the total number of Shares
outstanding.
(iv) The number of Shares of which each of Winston
L.P. and CFM may be deemed to be the beneficial owner
constitutes approximately .57% of the total number of
Shares outstanding.
(v) The number of Shares of which Winston LDC may
be deemed to be the beneficial owner constitutes
approximately 2.65% of the total number of Shares
outstanding.
(vi) The number of Shares of which Winston LLC may
be deemed to be the beneficial owner constitutes
approximately 1.72% of the total number of Shares
outstanding.
(vii) The number of Shares of which each of
Chatterjee Advisors and Chatterjee Management may be
deemed to be the beneficial owner constitutes
approximately 4.36% of the total number of Shares
outstanding.
<PAGE>
Page 19 of 30 Pages
(viii)The number of Shares of which Dr. Chatterjee
may be deemed to be the beneficial owner constitutes
approximately 5.32% of the total number of Shares
outstanding.
Dr. Chatterjee has reached understandings with each of Quantum
Partners and SFM LLC pursuant to which Dr. Chatterjee will furnish to each of
Quantum Partners and SFM LLC recommendations concerning transactions in the
Shares. It is contemplated by the Reporting Persons that Dr. Chatterjee will
share in any profits with respect to Shares held for the account of Quantum
Partners and in any profits or losses with respect to Shares held for the
account of Mr. Soros.
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 317,600
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 317,600
QIHMI
-----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 317,600
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 317,600
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 317,600
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 317,600
<PAGE>
Page 20 of 30 Pages
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 672,200
(ii) Shared power to vote or to direct the vote: 317,600
(iii) Sole power to dispose or to direct the disposition of: 672,200
(iv) Shared power to dispose or to direct the disposition of: 317,600
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 682,400
(ii) Shared power to vote or to direct the vote: 989,800
(iii) Sole power to dispose or to direct the disposition of: 682,400
(iv) Shared power to dispose or to direct the disposition of: 989,800
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 989,800
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 989,800
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 465,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 465,000
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 21 of 30 Pages
CFM
---
(i) Sole power to vote or to direct the vote: 465,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 465,000
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 2,162,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,162,000
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 1,403,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,403,000
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 3,565,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,565,000
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 22 of 30 Pages
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 3,565,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,565,000
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 4,030,000
(ii) Shared power to vote or to direct the vote: 317,600
(iii) Sole power to dispose or to direct the disposition of: 4,030,000
(iv) Shared power to dispose or to direct the disposition of: 317,600
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(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
this personal account.
(iii)The shareholders of Quantum Partners, including Quantum
Fund N.V., a Netherlands Antilles company, have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held by
Quantum Partners in accordance with their ownership interests in Quantum
Partners.
(iv) The partners of Winston L.P. 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 L.P. in accordance with their partnership
interests in Winston L.P.
(v) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by Winston LDC in accordance with their ownership interests in
Winston LDC.
(vi) The members of Winston LLC have the right to participate
in the receipt of dividends from, or proceeds from the sale of, Shares held by
Winston LLC in accordance with their ownership interests in Winston LLC.
<PAGE>
Page 23 of 30 Pages
Each of QIP, QIHMI and QIH Management expressly disclaims beneficial
ownership of any Shares held directly for the accounts of Quantum Partners, Mr.
Soros, Winston L.P., Winston LDC and Winston LLC. Each of SFM LLC and Mr.
Druckenmiller expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Mr. Soros, Winston L.P., Winston LDC and Winston
LLC. Mr. Soros expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Winston L.P., Winston LDC and Winston LLC. Winston
LDC expressly disclaims beneficial ownership of any Shares held directly for the
accounts of Winston L.P., Winston LLC, QIP, Quantum Partners and Mr. Soros.
Winston LLC expressly disclaims beneficial ownership of any Shares held directly
for the accounts of Winston L.P., Winston LDC, QIP, Mr. Soros and Quantum
Partners. Each of Chatterjee Advisors and Chatterjee Management expressly
disclaims beneficial ownership of any Shares held directly for the accounts of
Winston L.P., QIP, Quantum Partners and Mr. Soros. Dr. Chatterjee expressly
disclaims beneficial ownership of any Shares held directly for the accounts of
Mr. Soros and Quantum Partners. Each of Winston L.P. and CFM expressly disclaims
beneficial ownership of any Shares held directly for the accounts of QIP,
Quantum Partners, Mr. Soros, Winston LDC and Winston LLC.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 24 of 30 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.
Date: February 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 25 of 30 Pages
Date: February 12, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 26 of 30 Pages
Date: February 12, 1999 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
Date: February 12, 1999 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Vice President
Date: February 12, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 27 of 30 Pages
EXHIBIT INDEX
Page No.
--------
G. Joint Filing Agreement dated February 12, 1999 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, L.P., Chatterjee Fund
Management, L.P., Winston Partners II LDC, Winston
Partners II LLC, Chatterjee Advisors LLC, Chatterjee
Management Company and Dr. Purnendu Chatterjee.......... 28
Page 28 of 30 Pages
EXHIBIT G
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Sybase, Inc. dated as of February 12, 1999 is,
and any amendments thereto (including amendments on Schedule 13D) 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.
Date: February 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
<PAGE>
Page 29 of 30 Pages
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 30 of 30 Pages
Date: February 12, 1999 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Manager
Date: February 12, 1999 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
Date: February 12, 1999 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Vice President
Date: February 12, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
