<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
PHOENIX INFORMATION SYSTEMS CORP.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
719077109
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 16 Pages
Exhibit Index: none
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 719077109 PAGE 2 OF 16 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C Phoenix Partners
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
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
New York
7 Sole Voting Power
Number of 19,909,999
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 19,909,999
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,909,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
40.27%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 719077109 PAGE 3 OF 16 PAGES
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. /x/
b. / /
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 19,909,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,909,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,909,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
40.27%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 719077109 PAGE 4 OF 16 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C Phoenix Holdings, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
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 19,909,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,909,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,909,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
40.27%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 719077109 PAGE 5 OF 16 PAGES
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. /x/
b. / /
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 19,909,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,909,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,909,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
40.27%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 719077109 PAGE 6 OF 16 PAGES
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. /x/
b. / /
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 19,909,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,909,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,909,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
40.27%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 719077109 PAGE 7 OF 16 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 19,909,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,909,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,909,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
40.27%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 719077109 PAGE 8 OF 16 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Winston Partners, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 19,909,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,909,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,909,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
40.27%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 719077109 PAGE 9 OF 16 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Fund Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
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 19,909,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,909,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,909,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
40.27%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 719077109 PAGE 10 OF 16 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Purnendu Chatterjee
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
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 19,909,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
19,909,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,909,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
40.27%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 11
Page 11 of 16 Pages
This Amendment No. 6 to Schedule 13D relates to the shares of
Common Stock, $.01 par value (the "Shares"), of Phoenix Information Systems
Corp. (the "Issuer") and amends the initial statement on Schedule 13D dated
December 16, 1994 and all prior amendments thereto (collectively, the "Initial
Statement"). This Amendment No. 6 is being filed to report the expiration of
the Four Dollar Warrants (as previously defined in Amendment No. 5) without
exercise thereof or consideration therefor. Capitalized terms used herein but
not defined herein shall have the meanings assigned to them in the Initial
Statement. The information set forth in the Initial Statement is amended as
set forth herein.
ITEM 2. IDENTITY AND BACKGROUND.
Updated information concerning the identity of the Managing
Directors of SFM is set forth in Annex A hereto, which is incorporated by
reference in response to this Item 2.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares of which each of the
Reporting Persons may be deemed a beneficial owner is 19,909,999 (approximately
40.27% of the total number of Shares which would be outstanding assuming the
exercise or conversion by Phoenix Partners of all of the convertible securities
that it currently holds). This number consists of (i) 12,809,999 Shares held
by Phoenix Partners, (ii) 4,000,000 Shares issuable to Phoenix Partners upon
exercise of the 4,000,000 warrants presently exercisable by Phoenix Partners
pursuant to the terms of the Warrant Agreement, (iii) the 2,500,000 Shares
issuable to Phoenix Partners pursuant to the terms of the Second Warrant
Agreement, and (iv) 600,000 Shares issuable upon exercise of the 600,000
warrants issued to Phoenix Partners pursuant to the Second Conversion Warrants.
(c) Pursuant to the Four Dollar Warrant Agreement (as
previously reported in Amendment No. 5), the Four Dollar Warrants could be
exercised at $4.00 per Share for the period beginning on December 18, 1995 and
ending on the earlier of (i) 120 days after December 18, 1995 and (ii) 25
business days subsequent to the Acquisition Date. The Acquisition Date
occurred on December 22, 1995. As such, Phoenix Holdings and Quantum
Industrial had until 25 business days subsequent to December 22, 1995 to
exercise the Four Dollar Warrants. The Four Dollar Warrants were not
exercised; therefore, on January 31, 1996, the Four Dollar Warrants expired.
Consequently, Phoenix Holdings, Quantum Industrial, and any Reporting Person
who may be deemed the beneficial owner of all the securities held by either
Phoenix Holdings or Quantum Industrial, are no longer deemed the beneficial
owners of the Four Dollar Warrants as previously reported in Amendment 5.
The August Letter Agreement provided that if the
System has not been installed in China in connection with an airline of
comparable size to Hainan Airlines and/or the System is not operational within
90 days of August 3, 1995, the Issuer would issue to Phoenix Partners the
140,000 Additional Warrants. In consideration of the issuance of the Second
Conversion Warrants, Phoenix Partners agreed that the Additional Warrants would
be issued only on the condition that the System has not been installed in China
in connection with an airline of comparable size to Hainan Airlines and/or the
System is not operational on or before January 15, 1996. Discussions between
the Issuer and Phoenix Partners are currently underway to determine whether
this condition has been met in full. Thus the 140,000 Additional Warrants have
not yet been received and the Shares into which the Additional Warrants would
be convertible are not reported herein.
<PAGE> 12
Page 12 of 16 Pages
Pursuant to the September Letter Agreement, Phoenix
Partners purchased a Tranche D Note in the principal amount of $1,200,000 and
converted such Tranche D Note into 1,200,000 Shares at a conversion price of
$1.00 per Share. However, if the Issuer were to fail to meet certain
operational targets by January 15, 1996, the conversion price would be adjusted
so that the conversion will be deemed to have occurred at a lower price, with
an absolute minimum conversion price of $0.60 per Share. Upon any deemed
change in the conversion price in the Tranche D Note purchased and converted on
September 15, 1995, the Issuer will issue to Phoenix Partners certificates
representing such additional Shares. Discussions between the Issuer and Phoenix
Partners are currently underway to determine whether the operational targets
have been met in full. Thus there has been no adjustment in the conversion
price and the Shares which would be received as a result of any decrease in
conversion price are not reported herein.
Except for the expiration of the Four Dollar Warrants
described above in response to this Item 5(c) (and pending resolution of the
matters referenced in the previous two paragraphs), there have been no
transactions in the Shares effected since December 12, 1995 (the most recent
filing on Schedule 13D).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Joint Filing Agreement, dated as of December 16, 1994
by and between S-C Phoenix Partners, S-C Phoenix Holdings, L.L.C., Quantum
Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc.,
Mr. George Soros, Winston Partners, L.P., Chatterjee Fund Management, L.P. and
Dr. Purnendu Chatterjee (filed as Exhibit A to the Initial Statement and
incorporated herein by reference).
(b) Power of Attorney dated December 16, 1994 granted by
Quantum Industrial Partners LDC in favor of Mr. Sean Warren (filed as Exhibit B
to the Initial Statement and incorporated herein by reference).
(c) Power of Attorney dated October 27, 1994 granted by
Mr. George Soros in favor of Mr. Sean Warren (filed as Exhibit C to the Initial
Statement and incorporated herein by reference).
(d) Power of Attorney dated November 18, 1994 granted by
Winston Partners, L.P. in favor of Mr. Peter A. Hurwitz (filed as Exhibit J to
Amendment No. 1 to the Initial Statement and incorporated herein by reference).
(e) Power of Attorney dated November 18, 1994 granted by
Chatterjee Fund Management, L.P. in favor of Mr. Peter A. Hurwitz (filed as
Exhibit K to Amendment No. 1 to the Initial Statement and incorporated herein
by reference).
(f) Power of Attorney dated November 18, 1994 granted by
Dr. Purnendu Chatterjee in favor of Mr. Peter A. Hurwitz (filed as Exhibit L
to Amendment No. 1 to the Initial Statement and incorporated herein by
reference).
(g) Warrant Agreement dated December 7, 1995 between S-C
Phoenix Holdings, L.L.C., Quantum Industrial Partners LDC and Phoenix
Information Systems Corp. (filed as Exhibit W to Amendment No. 5 to the Initial
Statement and incorporated herein by reference).
<PAGE> 13
Page 13 of 16 Pages
(h) Letter Agreement dated August 3, 1995 between S-C
Phoenix Partners and Phoenix Information Systems Corp. (filed as Exhibit O to
Amendment No. 3 to the Initial Statement and incorporated herein by reference).
(i) Letter Agreement dated September 15, 1995 between S-C
Phoenix Partners and Phoenix Information Systems Corp. (filed as Exhibit S to
Amendment No. 4 to the Initial Statement and incorporated herein by reference).
<PAGE> 14
Page 14 of 16 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 7, 1996 S-C PHOENIX PARTNERS
By: S-C Phoenix Holdings, L.L.C.
By: /s/ Sean C. Warren
-----------------------------------
Sean C. Warren
Manager
Date: February 7, 1996 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
-------------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: February 7, 1996 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC., general partner
By: /s/ Sean C. Warren
-----------------------------------
Sean C. Warren
Vice President
Date: February 7, 1996 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
------------------------------------------
Sean C. Warren
Vice President
Date: February 7, 1996 S-C PHOENIX HOLDINGS, L.L.C.
By: /s/ Sean C. Warren
-------------------------------------------
Sean C. Warren
Manager
<PAGE> 15
Page 15 of 16 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 7, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
--------------------------------
Sean C. Warren
Attorney-in-Fact
Date: February 7, 1996 WINSTON PARTNERS, L.P.
By: /s/ Peter A. Hurwitz
--------------------------------
Peter A. Hurwitz
Attorney-in-Fact
Date: February 7, 1996 CHATTERJEE FUND MANAGEMENT, L.P.
By: /s/ Peter A. Hurwitz
--------------------------------
Peter A. Hurwitz
Attorney-in-Fact
Date: February 7, 1996 PURNENDU CHATTERJEE
By: /s/ Peter A. Hurwitz
--------------------------------
Peter A. Hurwitz
Attorney-in-Fact
<PAGE> 16
Page 16 of 16 Pages
ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
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, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York
10106. During the past five years, none of the above-listed persons has been
(i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding
as a result of which any such persons has been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violations with respect to such laws.
