UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ONGARD SYSTEMS, INC.
---------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
-------------------------------
(Title of Class of Securities)
682727102
--------------------
(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)
July 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 [_].
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 9 Pages
<PAGE>
Page 2 of 9 Pages
SCHEDULE 13D
CUSIP No. 682727102
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*
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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
360,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.44%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5.
<PAGE>
Page 3 of 9 Pages
SCHEDULE 13D
CUSIP No. 682727102
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*
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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
360,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.44%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------
1. See Item 5.
<PAGE>
Page 4 of 9 Pages
SCHEDULE 13D
CUSIP No. 682727102
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*
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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
360,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.44%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------
1. See Item 5.
<PAGE>
Page 5 of 9 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $0.001 par value per share (the "Common Shares"), of Ongard Systems, Inc.
(the "Issuer"). This Amendment No. 2 supplementally amends the initial statement
on Schedule 13D dated September 8, 1995, filed by one of the Reporting Persons
(as defined herein), and Amendment No. 1 thereto dated January 1, 1997, filed by
the Reporting Persons (collectively, the "Initial Statement"). This Amendment
No. 2 is being filed by the Reporting Persons to report a transfer in ownership
of Common Shares and 31 shares of Series B Redeemable Preferred Limited Voting
Stock, $0.001 par value per share (the "Series B Shares," and together with the
Common Shares, the "Shares"), held for the account of Quota Fund N.V., a
Netherlands Antilles corporation ("Quota"), to Quasar International Partners
C.V., a Netherlands Antilles limited partnership ("Quasar Partners").
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 Soros Fund Management
LLC, a Delaware limited liability Company ("SFM LLC"), Mr. George Soros ("Mr.
Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller," and together with
SFM LLC and Mr. Soros, the "Reporting Persons"). This Statement relates to
Shares held for the account of Quasar Partners.
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, a Delaware limited liability company, 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"),
including Quasar Partners. SFM LLC has been granted investment discretion over
portfolio investments, including the Shares, held for the account of Quasar
Partners. Quasar Partners has its principal office at Kaya Flamboyan 9,
Willemstad, Curacao, Netherlands Antilles. SFM LLC's contracts with the SFM
Clients generally provide that SFM LLC is responsible for designing and
implementing the SFM Clients' overall investment strategies; for conducting
direct portfolio management strategies to the extent that SFM LLC determines
that it is appropriate to utilize its own portfolio management capabilities; for
selecting, evaluating and monitoring other investment advisors who manage
separate portfolios on behalf of the SFM Clients; and for allocating and
reallocating the SFM Clients' assets among the outside managers and itself.
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 Shares held for the account of Quasar Partners. 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 Shares held for the account of Quasar Partners. 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, 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 the Shares held for the account of Quasar Partners
<PAGE>
Page 6 of 9 Pages
as a result of the contractual authority of SFM LLC to exercise voting and
dispositive power with respect to such Shares.
During the past five years, none of the Reporting Persons, Quasar
Partners 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 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.
Quasar Partners expended approximately $427,683 of its working
capital to purchase the Shares from Quota reported herein as being acquired in
the last 60 days.
The Shares held for the accounts of Quasar Partners and/or other
SFM Clients may be held through margin accounts maintained with brokers, which
extend margin credit as and when required to open or carry positions in their
margin accounts, subject to applicable federal margin regulations, stock
exchange rules and such firms' credit policies. The Shares which may be held in
the margin accounts are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the account of Quasar Partners were acquired or disposed of for
investment purposes. Neither Quasar Partners, 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 Quasar
Partners and/or other SFM Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) At the direction of SFM, Quota entered into an investment
advisory contract with Montgomery Asset Management, L.P. ("Montgomery") pursuant
to which Montgomery was granted investment discretion over certain funds of
Quota (the "Montgomery Contract"). Effective as of the close of business on June
30, 1997 Quota assigned all of its rights and obligations pursuant to the
Montgomery Contract to Quasar Partners.
SFM LLC has the ability to terminate the Montgomery Contract
within 60 days, with respect to all investments made for the account of Quasar
Partners at the direction of Montgomery, including but not limited to those
involving the Common Shares, and acquire the voting and dispositive power held
by Montgomery with respect to the Common Shares. Accordingly, notwithstanding
that none of the Reporting Persons currently exercise such power, each of the
Reporting Persons may be deemed to be the beneficial owner of the 360,000 Common
Shares currently held for the account of Quasar Partners (representing
approximately 5.44% of the total number of Common Shares outstanding).
<PAGE>
Page 7 of 9 Pages
(b) Montgomery holds the sole power to direct the voting and
disposition of the 360,000 Common Shares held for the account of Quasar Partners
pursuant to the Montgomery Contract. SFM LLC has contractual authority on behalf
of Quasar Partners to terminate the Montgomery Contract within 60 days and, as a
result, the Reporting Persons may be deemed to have the ability to acquire the
voting and dispositive power held by Montgomery with respect to the 360,000
Common Shares held for the account of Quasar Partners.
(c) Except for the transaction described in Item 3 in which
Quasar Partners purchased 360,000 Common Shares at a price of $1.88 per share
and 31 Series B Shares at a price of $0.10 per share from Quota on July 1, 1997,
which was effected at the direction of SFM LLC, there have been no transactions
effected with respect to the Shares since May 9, 1997 (60 days prior to the date
hereof) by Quasar Partners or by any of the Reporting Persons.
(d) The partners of Quasar Partners, including Quasar
International Fund N.V., a Netherlands Antilles corporation, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of Quasar Partners in accordance with their
partnership interests in Quasar Partners.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Quasar Partners
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 such persons or
entities may borrow the Shares for the purpose of effecting, and may effect,
short sale transactions, and may purchase securities for the purpose of closing
out short positions in such securities.
Except as described in Items 5 hereto, which is incorporated in
this Item 6 by reference, the Reporting Persons, Quasar Partners and/or other
SFM Clients do not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as
Exhibit A to the Initial Statement and incorporated herein by reference).
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus
(filed as Exhibit B to the Initial Statement and incorporated herein by
reference).
C. Joint Filing Agreement dated January 1, 1997 by and among
Soros Fund Management LLC, Mr. George Soros and Mr. Stanley F. Druckenmiller
(filed as Exhibit C to the Initial Statement and incorporated herein by
reference).
<PAGE>
Page 8 of 9 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: July 8, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAELL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAELL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAELL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 9 of 9 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
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Ron Hiram
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.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
