SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d- 1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
INTERWORLD CORPORATION
______________________
(Name of Issuer)
Common Stock, $0.01 Par Value
_______________________________
(Title of Class of Securities)
46114Q108
_______________
(CUSIP Number)
December 31, 1999
_____________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("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 8 Pages
Exhibit Index: Page 7
<PAGE>
SCHEDULE 13G
CUSIP No. 46114Q108 Page 2 of 8 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 2,338,265
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,338,265
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,338,265 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
8.59%
12 Type of Reporting Person*
IN
/1/ Position as of February 10, 2000.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 Pages
Item 1(a) Name of Issuer:
InterWorld Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
395 Hudson Street, 16th Floor, New York, New York, 10104.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Mr. George Soros ("Mr.
Soros"). This statement relates to Shares (as defined herein)
held in Mr. Soros' personal account and Shares held for the
account of the Open Society Institute, a New York trust
("OSI"). Mr. Soros serves as a trustee of OSI.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Mr. Soros is
888 Seventh Avenue, 33rd Floor, New York, New York, 10106.
Item 2(c) Citizenship:
Mr. Soros is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
46114Q108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 10, 2000, Mr. Soros may be deemed to be the
beneficial owner of 2,338,265 Shares. This number consists of
(a) 107,265 Shares held for his personal account and (b)
2,231,000 Shares held for the account of OSI.
<PAGE>
Page 4 of 8 Pages
Item 4(b) Percent of Class:
The number of shares of which Mr. Soros may be deemed to have
been the beneficial owner constitutes approximately 8.59% of
the total number of shares outstanding.
Item 4(c) Number of shares as to which such person had:
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 2,338,265
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,338,265
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) Mr. Soros has the sole right to participate in the
receipt of dividends from, and proceeds from the sale
of, the Shares held for his personal account.
(ii) OSI has the sole right to participate in the receipt
of dividends from, and proceeds from the sale of, the
Shares held for its account.
The inclusion of Shares held for the accounts of OSI shall not
be an admission that Mr. Soros has or may be deemed to have
had beneficial ownership of such Shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
<PAGE>
Page 5 of 8 Pages
Item 10. Certification:
By signing below the signatory certifies that, to the best of
his knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
Issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 6 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 7 of 8 Pages
EXHIBIT INDEX
Page
----
A. Power of Attorney dated January 1, 1997 granted by Mr.
George Soros in favor of Mr. Sean C. Warren and Mr.
Michael C. Neus......................................... 8
Page 8 of 8 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 (Adocuments@) 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 this 1st day of
January, 1997.
/s/George Soros
-----------------------
GEORGE SOROS
