UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
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 1, 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 [_].
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.
Continued on following page(s)
Page 1 of 27 Pages
Exhibit Index: Page 22
________________________
* Initial filing with respect to Soros Fund Management LLC and Mr. Stanley
F. Druckenmiller.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 27 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 39,326,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 27 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 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 27 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 27 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 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 27 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 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 27 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 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 27 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 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[ ]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 27 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 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 27 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 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 27 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 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 27 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 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
39,269,999
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*
[_]
13 Percent of Class Represented By Amount in Row (11)
56.10%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 27 Pages
Item 1. Security and Issuer.
This Amendment No. 10 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. 10 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. 10 is being filed by the Reporting Persons to
report, among other things, an agreement between one of the Reporting Persons
and Soros Fund Management LLC, a newly formed Delaware limited liability company
("SFM LLC"), pursuant to which SFM LLC has been granted investment discretion
over certain portfolio investments of Quantum Industrial Partners LDC ("QIP"),
including QIP's partnership interest in S-C Phoenix Partners, a New York general
partnership ("Phoenix Partners") for whose account the Shares reported herein
are held. Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Phoenix Partners;
(ii) Quantum Industrial Partners LDC ("QIP");
(iii) S-C Phoenix Holdings, L.L.C. ("Phoenix Holdings");
(iv) QIH Management Investor, L.P. ("QIHMI");
(v) QIH Management, Inc. ("QIH Management");
(vi) SFM LLC;
(vii) George Soros ("Mr. Soros");
(viii) Stanley F. Druckenmiller ("Mr. Druckenmiller");
(ix) Winston Partners, L.P. ("Winston");
(x) Chatterjee Fund Management, L.P. ("CFM"); and
(xi) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
<PAGE>
Page 14 of 27 Pages
The Reporting Persons
SFM LLC, Mr. Soros and Mr. Druckenmiller
- ----------------------------------------
In connection with the restructuring of the business of SFM,
which will now be conducted through SFM LLC, Mr. Soros has entered into an
agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros
has, among other things, agreed to use his best efforts to cause QIH Management,
as the general partner of QIHMI, to act at the direction of SFM LLC, which
agreement to so act shall terminate upon the earlier of (a) the assignment to
SFM LLC of the legal and beneficial ownership interest in QIH Management and (b)
the assignment to SFM LLC of the general partnership interest in QIHMI (the "QIP
Contract").
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. SFM LLC has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. Its principal business is to serve, pursuant to
contract, as the principal investment manager to several foreign investment
companies (the "SFM Clients"). Mr. Soros, as Chairman of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Set forth in Annex A hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Schedule 13D as applicable is a
list of the Managing Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, pursuant to the provisions of the QIP Contract, Mr. Soros, in his
capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead
Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of
securities, including the Shares, held for the account of QIP.
During the past five years, except as disclosed in the Initial
Statement, none of the Reporting Persons and, to the best of the Reporting
Persons' knowledge, any other person identified in response to this Item 2 has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which he has been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
<PAGE>
Page 15 of 27 Pages
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 15, 1996, Phoenix Partners and the Issuer entered into a
letter agreement (the "March 1996 Letter Agreement"), a copy of which was
attached as Exhibit AF to Amendment No. 8 to the Initial Statement and the terms
of which are more fully described in Item 4 thereto. Pursuant to the March 1996
Letter Agreement, Phoenix Partners, among other things, purchased from the
Issuer a Tranche E Note in the principal amount of $2,100,000, using the working
capital or personal funds of its partners. Concurrently therewith, Phoenix
Partners converted the Tranche E Note into 1,400,000 Shares at a conversion
price of $1.50 per Share. Subsequently, the conversion price of the Tranche E
Note decreased such that, for no additional consideration, Phoenix Partners
received 325,000 additional Shares pursuant to the terms of the March 1996
Letter Agreement.
Item 4. Purpose of Transaction.
As of March 15, 1996, Phoenix Partners and the Issuer entered
into the March 1996 Letter Agreement. Pursuant to the March 1996 Letter
Agreement, Phoenix Partners purchased a Tranche E Note in the principal amount
of $2,100,000 and converted such Tranche E Note into 1,400,000 Shares. A copy of
the form of the Tranche E Note is attached as Exhibit AG to Amendment No. 8 to
the Initial Statement. The Tranche E Note was converted into 1,400,000 Shares at
a conversion price of $1.50 per Share. However, the Issuer agreed that, should
it fail to meet a number of goals by the time frames specified for each goal
listed in the March 1996 Letter Agreement, the conversion price would be
adjusted so that the conversion will have been deemed to have occurred at a
lower price, with an absolute minimum conversion price of $1.00 per Share. Upon
any deemed change in the conversion price in the Tranche E Note purchased and
converted on March 15, 1996, the Issuer would issue to Phoenix Partners
certificates representing such additional Shares. Subsequently, Phoenix Partners
and the Issuer agreed that certain of the goals had not been met in full within
their specified time frame; therefore, on December 30, 1996 the Issuer issued
325,000 additional Shares as a result of the decrease in the conversion price.
All of the Shares reported herein as having been acquired for or
disposed of from the account of Phoenix Partners were acquired or disposed of
for investment purposes. Neither the Reporting Persons nor, to the best of their
knowledge, any of the other individuals identified in response to Item 2, has
any plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The
Reporting Persons reserve the right to acquire, or cause to be acquired,
additional securities of the Issuer, to dispose of, or cause to be disposed,
such securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable in
light of general investment and trading policies of the Reporting Persons and/or
SFM Clients, market conditions or other factors.
<PAGE>
Page 16 of 27 Pages
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed a beneficial
owner of 39,269,999 Shares (approximately 56.10% 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). 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.
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, there have been no transactions with respect to the
Shares since the date of the last filing by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons and/or other SFM
Clients may lend portfolio securities to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender
and typically provide that the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time to the
extent permitted by applicable laws, each of the Reporting Persons and/or other
SFM Clients may borrow securities, including the Shares, for the purpose of
effecting, and may effect, short sale transactions, and may purchase securities
for the purpose of closing out short position in such securities.
Except as disclosed above, the Reporting Persons and SFM Clients
do not have any contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
<PAGE>
Page 17 of 27 Pages
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated January 1, 1997 by and among
Phoenix Partners, Phoenix Holdings, QIP, QIHMI, QIH Management, SFM LLC, Mr.
Soros, Mr. Druckenmiller, Winston, CFM and Dr. Chatterjee.
D. Power of Attorney dated December 16, 1994 granted by QIP in
favor of Mr. Sean Warren (filed as Exhibit B to the Initial Statement and
incorporated herein by reference).
E. Power of Attorney dated October 27, 1994 granted by Mr. Soros
in favor of Mr. Sean Warren (filed as Exhibit C to the Initial Statement and
incorporated herein by reference).
F. Power of Attorney dated November 18, 1994 granted by Winston
in favor of Mr. Peter A. Hurwitz (filed as Exhibit J to Amendment No. 1 to the
Initial Statement and incorporated herein by reference).
G. Power of Attorney dated November 18, 1994 granted by CFM in
favor of Mr. Peter A. Hurwitz (filed as Exhibit K to Amendment No. 1 to the
Initial Statement and incorporated herein by reference).
H. 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).
I. Letter Agreement, dated March 15, 1996, between S-C Phoenix
Partners and Phoenix Information Systems Corp. (filed as Exhibit AF to Amendment
No. 8 to the Initial Statement and incorporated herein by reference).
J. $2,100,000 Tranche E Note purchased from Phoenix Information
Systems Corp. by S-C Phoenix Partners on March 15, 1996 (filed as Exhibit AG to
Amendment No. 8 to the Initial Statement and incorporated herein by reference).
<PAGE>
Page 18 of 27 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: January 1, 1997 S-C PHOENIX PARTNERS
By: S-C Phoenix Holdings, L.L.C.
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Manager
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
S-C PHOENIX HOLDINGS, L.L.C.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Manager
QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
its general partner
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Vice President
<PAGE>
Page 19 of 27 Pages
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
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
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee, its
General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 20 of 27 Pages
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 21 of 27 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
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 LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
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Page 22 of 27 Pages
EXHIBIT INDEX
Page No.
---------
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C.
Neus................................................................. 22
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael
C. Neus.............................................................. 23
C. Joint Filing Agreement dated January 1, 1997 by and among
S-C Phoenix Partners, S-C Phoenix Holdings, L.L.C., 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. and Dr. Purnendu
Chatterjee........................................................... 24
Page 23 of 27 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
------------------------------
GEORGE SOROS
Page 24 of 27 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
----------------------------------
STANLEY F. DRUCKENMILLER
Page 25 of 27 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Phoenix Information Systems, Inc. dated
January 1, 1997 is, and any amendments thereto 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: January 1, 1997 S-C PHOENIX PARTNERS
By: S-C Phoenix Holdings, L.L.C.
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Manager
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
S-C PHOENIX HOLDINGS, L.L.C.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Manager
QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
its general partner
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Vice President
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Page 26 of 27 Pages
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
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
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee, its
General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 27 of 27 Pages
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
