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. 2)*
SYBASE, INC.
_________________
(Name of Issuer)
Common Stock, $.001 Par Value
_________________________________
(Title of Class of Securities)
871130100
_______________
(CUSIP Number)
December 31, 1999
_______________________________________
(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 the
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 25
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 2 of 25 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 900,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 900,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
900,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.10%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 3 of 25 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 900,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 900,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
900,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.10%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 4 of 25 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 900,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 900,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
900,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.10%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 5 of 25 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 900,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 900,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
900,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.10%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 6 of 25 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 900,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
900,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
900,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.10%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 7 of 25 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 900,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
900,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
900,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.10%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 8 of 25 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (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 1,131,300
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,131,300
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,300
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.39%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 9 of 25 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (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 1,131,300
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,131,300
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,300
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.39%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 10 of 25 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (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 1,426,925
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,426,925
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,426,925
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.75%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 11 of 25 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (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 1,400,312
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,400,312
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,312
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!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 12 of 25 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (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 2,827,237
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,827,237
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,827,237
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
3.47%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 13 of 25 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (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 2,827,237
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,827,237
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,827,237
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
3.47%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 871130100 Page 14 of 25 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (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 6,000,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,000,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,000,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
7.36%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 15 of 15 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 account of QIP. 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 the Lead Portfolio Manager and a
Member of the Management Committee of SFM LLC.
<PAGE>
Page 16 of 25 Pages
This Statement also relates to Shares held for the accounts of
Winston L.P., Winston LDC, Winston LLC and Furzedown Trading Limited, a company
organized under the laws of the Isle of Man ("Furzedown").
CFM is the general partner of Winston L.P. Dr. Chatterjee is
the sole general partner of CFM.
Chatterjee Advisors serves as the manager of each of Winston
LDC and Winston LLC and is responsible for supervising the operations of Winston
LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC
and Winston LLC. Chatterjee Advisors is managed and controlled by Dr.
Chatterjee.
Chatterjee Management 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 Management is managed and controlled by Dr. Chatterjee.
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.
Pursuant to an investment management arrangement, Dr.
Chatterjee may be deemed to have voting and dispositive power over the Shares
held for the account of Furzedown.
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;
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;
<PAGE>
Page 17 of 25 Pages
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 December 31, 1999, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Each of QIP, QIHMI, QIH Management, SFM LLC, Mr.
Soros and Mr. Druckenmiller may be deemed the
beneficial owner of the 900,000 Shares held for the
account of QIP.
(ii) Each of Winston L.P. and CFM may be deemed to be the
beneficial owner of the 1,131,300 Shares held for the
account of Winston Partners L.P.
(iii) Winston LDC may be deemed the beneficial owner of the
1,426,925 Shares held for its account.
(iv) Winston LLC may be deemed the beneficial owner of
1,400,312 Shares held for its account.
(v) Each of Chatterjee Management and Chatterjee Advisors
may be deemed the beneficial owner of 2,827,237
Shares. This number consists of (A) 1,426,925 Shares
held for the account of Winston LDC and (B) 1,400,312
Shares held for the account of Winston LLC.
(vi) Dr. Chatterjee may be deemed the beneficial owner of
6,000,500 Shares. This number consists of (A)
1,131,300 Shares held for the account of Winston
L.P., (B) 1,426,925 Shares held for the account of
<PAGE>
Page 18 of 25 Pages
Winston LDC, (C) 1,400,312 Shares held for the
account of Winston LLC and (D) 2,041,963 Shares held
for the account of Furzedown.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP, QIHMI, QIH
Management, SFM LLC, Mr. Soros and Mr. Druckenmiller
may be deemed to be the beneficial owner constitutes
approximately 1.10% of the total number of Shares
outstanding.
(ii) The number of Shares of which each of Winston L.P.
and CFM may be deemed to be the beneficial owner
constitutes approximately 1.39% of the total number
of Shares outstanding.
(iii) The number of Shares of which Winston LDC may be
deemed to be the beneficial owner constitutes
approximately 1.75% of the total number of Shares
outstanding.
(iv) 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.
(v) The number of Shares of which each of Chatterjee
Advisors and Chatterjee Management may be deemed to
be the beneficial owner constitutes approximately
3.47% of the total number of Shares outstanding.
(vi) The number of Shares of which Dr. Chatterjee may be
deemed to be the beneficial owner constitutes
approximately 7.36% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 900,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 900,000
(iv) Shared power to dispose or to direct the disposition of: 0
QIHMI
-----
(i) Sole power to vote or to direct the vote: 900,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 900,000
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 19 of 25 Pages
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 900,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 900,000
(iv) Shared power to dispose or to direct the disposition of: 0
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 900,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 900,000
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 900,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 900,000
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 900,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 900,000
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 1,131,300
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,131,300
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 20 of 25 Pages
CFM
---
(i) Sole power to vote or to direct the vote: 1,131,300
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,131,300
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 1,426,925
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,426,925
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 1,400,312
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,400,312
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 2,827,237
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,827,237
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 2,827,237
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,827,237
<PAGE>
Page 21 of 25 Pages
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 6,000,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 6,000,500
(iv) Shared power to dispose or to direct the disposition of: 0
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) 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.
(iii) 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.
(iv) 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.
(v) The shareholders of Furzedown have the right to
participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held by
Furzedown in accordance with their ownership
interests in Furzedown.
Each of QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr.
Druckenmiller expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Winston L.P., Winston LDC, Winston LLC and
Furzedown. Winston LDC expressly disclaims beneficial ownership of any Shares
held directly for the accounts of QIP, Winston L.P., Winston LLC and Furzedown.
Winston LLC expressly disclaims beneficial ownership of any Shares held directly
for the accounts of QIP, Winston L.P., Winston LDC and Furzedown. Each of
Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial
ownership of any Shares held directly for the accounts of QIP, Winston L.P. and
Furzedown. Each of Winston L.P. and CFM expressly disclaims beneficial ownership
of any Shares held directly for the accounts of QIP, Winston LDC, Winston LLC
<PAGE>
Page 22 of 25 pages
and Furzedown. Dr. Chatterjee expressly disclaims beneficial ownership of any
Shares held directly for the account of QIP.
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 23 of 25 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 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 24 of 25 Pages
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 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 10, 2000 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 10, 2000 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 10, 2000 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 25 of 25 Pages
Date: February 10, 2000 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
Date: February 10, 2000 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Vice President
Date: February 10, 2000 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
