UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.13)*
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.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 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. 719077109
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. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
Number of 39,269,999
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 39,269,999
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
39,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
53.68%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Quantum Industrial Partners LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
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. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 1,000,000
Shares
Beneficially 8 Shared Voting Power
Owned By 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 1,000,000
With
10 Shared Dispositive Power
39,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH Management Investor, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH Management, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
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*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 41,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
41,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
41,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
54.92%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
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. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
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. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 18 Pages
SCHEDULE 13D
CUSIP No. 719077109
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. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 41,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
41,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
41,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
54.92%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 18 Pages
This Amendment No. 13 to Schedule 13D relates to shares of Common
Stock, $.01 par value per share (the "Shares"), of Phoenix Information Systems,
Corp. (the "Issuer"). This Amendment No. 13 amends the initial statement on
Schedule 13D dated December 16, 1994 and all amendments thereto (collectively,
the "Initial Statement") filed by certain of the Reporting Persons (as defined
herein). This Amendment No. 13 is being filed by the Reporting Persons to report
the recent acquisition of securities of the Issuer in a private transaction.
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 5. Interest in Securities of the Issuer.
On December 8, 1997 Phoenix Partners, Fairway Capital Limited and
Infinity Investors Limited entered into a Stock Purchase Agreement pursuant to
which, on December 9, 1997, Phoenix Partners purchased 201,820 shares, par value
$.01 per share, of Series A Convertible Preferred Stock of the Issuer (the
"Series A Shares") from Infinity Investors Limited and 843,950 shares, par value
$.01 per share, of Series B Convertible Preferred Stock of the Issuer (the
"Series B Shares") in the aggregate from Infinity Investors Limited and Fairway
Capital Limited for an aggregate purchase price of $2,800,000.
The Series A Shares are permitted to be converted into Shares at the
option of the holder, provided that in no instance shall the maximum number of
Shares into which a holder may convert the Series A Shares exceed, at any time,
an amount equal to the remainder of (i) 4.99% of the then issued and outstanding
Shares following such conversion, minus (ii) the number of Shares held by such
holder. The same limitation applies to the Series B Shares. Phoenix Partners
currently directly owns in excess of 4.99% of the total number of issued and
outstanding Shares, and as such, may not, at this time, convert either the
Series A Shares or the Series B Shares.
Assuming conversion were permitted, each Series A Share would be
convertible, at the option of the holder thereof, into that number of Shares
obtained by dividing the Series A Liquidation Preference (as defined below) of
such Series A Share by the product of eighty percent (80%) multiplied by the
Market Price (as defined below) of the Shares, subject to certain periodic
adjustments (the "Series A Conversion Price"). The Liquidation Preference per
Series A Share shall be an amount equal to four dollars ($4.00), plus all
accrued and unpaid dividends thereon (the "Series A Liquidation Preference").
The Market Price on any day shall mean the average of the closing bid prices per
Share on the National Association of Securities Dealers Inc, Over-The-Counter
Bulletin Board, or on the principal exchange where the Shares are traded, in
each case for five (5) consecutive trading days immediately preceding the date
of determination.
Assuming conversion were permitted, each Series B Share would be
convertible, at the option of the holder thereof, into that number of Shares
obtained by dividing the Series B Liquidation Preference (as defined below) of
such Series B Share by the lesser of three dollars ($3.00) and the Market Price,
as adjusted from time to time. The Liquidation Preference per Series B Share
shall be an amount equal to four dollars ($4.00), plus all accrued and unpaid
dividends thereon (the "Series B Liquidation Preference").
<PAGE>
Page 14 of 18 Pages
(a) (i) Phoenix Partners may be deemed the beneficial owner of
39,269,999 Shares (approximately 53.68% 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 holds other than the Series A and
Series B Shares). This number consists of the following securities held for the
account of Phoenix Partners: (i) 15,984,999 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, (iv) 600,000
Shares issuable upon exercise of the 600,000 warrants issued to Phoenix Partners
pursuant to the Second Conversion Warrants, (v) 345,000 Shares issuable upon
exercise of the warrant issued to Phoenix Partners pursuant to the February
Warrant Agreement, (vi) 140,000 Shares issuable upon conversion of 140,000
warrants issued pursuant to the Additional Warrant Agreement, (vii) 700,000
Shares issuable upon conversion of the Early Purchase Warrant and (viii)
15,000,000 Shares issuable upon conversion of the Series C Shares.
(ii) Each of the Reporting Persons other than Phoenix Partners,
Mr. Soros and Dr. Chatterjee may be deemed a beneficial of 40,269,999 Shares
(approximately 54.31% of the total number of Shares which would be outstanding
assuming the exercise or conversion by the Reporting Persons of all of the
convertible securities that they hold, other than the Series A and Series B
Shares). This number consists of (a) the 39,269,999 Shares held for the account
of Phoenix Partners and (b) 1,000,000 Shares issuable upon the exercise of
1,000,000 Three-Year Warrants.
Each of QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros (see
Item 5(a)(iii) below), Mr. Druckenmiller and Dr. Chatterjee (see Item 5(a)(iii)
below) may be deemed a beneficial owner of the 1,000,000 Shares issuable upon
the exercise of the 1,000,000 Three-Year Warrants held for the account of QIP.
Each of Winston, CFM, Dr. Chatterjee (see Item 5(a)(iii) below) and Mr. Soros
(see Item 5(a)(iii) below) may be deemed a beneficial owner of the Shares
issuable upon the exercise of the 1,000,000 Three-Year Warrants held for the
account of Phoenix Holdings.
(iii)Each of Mr. Soros and Dr. Chatterjee may be deemed the
beneficial owner of 41,269,999 Shares (approximately 54.92% of the total number
of Shares which would be outstanding assuming the exercise or conversion by the
Reporting Persons of all of the convertible securities that they hold). This
number consists of (a) the 39,269,999 Shares held for the account of Phoenix
Partners, (b) the 1,000,000 Shares issuable upon exercise of the 1,000,000
Three-Year Warrants held for the account of QIP and (c) the 1,000,000 Shares
issuable upon exercise of the 1,000,000 Three-Year Warrants held for the account
of Phoenix Holdings.
(b) (i) Phoenix Partners has the sole power to direct the voting and
disposition of the securities of the Issuer (including the Shares) that it holds
directly. Each of the other Reporting Persons may be deemed to have shared power
to direct the voting and disposition of the securities (including the Shares)
held for the account of Phoenix Partners.
(ii) Each of QIP, QIHMI (pursuant to QIP's constituent
documents), QIH Management (by virtue of its position as sole general partner of
QIHMI), SFM LLC (by virtue of the QIP contract), Mr. Soros (as a 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-advisor to QIP
with respect to the Shares) may be deemed to have the shared power to direct the
voting and disposition of the Shares held for the account of QIP.
<PAGE>
Page 15 of 18 Pages
(iii)Phoenix Holdings may be deemed to have the sole power to
vote and dispose of the securities (including the Shares) held for its account.
Mr. Soros and Winston L.P. (in their capacity as managing members of Phoenix
Holdings) may be deemed to have shared power to direct the voting and
disposition of such securities. CFM (in its capacity as sole general partner of
Winston L.P.) and Dr. Chatterjee (in his capacity as sole general partner of
CFM) may be deemed to have the shared power to direct the voting and disposition
of such securities.
(c) Except as disclosed above and in Item 6, there have been no
transactions with respect to the Shares since December 8, 1997 (the date of
filing of the last statement on Schedule 13D) by any of the Reporting Persons.
(d) (i) The partners of Phoenix Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities of the Issuer (including the Shares) held by Phoenix Partners in
accordance with their percentage interest in the partnership.
(ii) 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.
(iii)The members of Phoenix Holdings have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held for the account of Phoenix Holdings in accordance with their
ownership interests in Phoenix Holdings.
(e) Not applicable.
<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.
Date: December __, 1997 S-C PHOENIX PARTNERS
By: S-C Phoenix Holding, L.L.C.
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Authorized Person
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
S-C PHOENIX HOLDINGS, L.L.C.
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Authorized Person
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
<PAGE>
Page 17 of 18 Pages
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
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
its General Partner
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 18 of 18 Pages
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
