UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IGEN INTERNATIONAL, INC.
----------------------------------------
(Name of Issuer)
Common Stock, $0.001 par Value
----------------------------------------
(Title of Class of Securities)
449536101
-------------------
(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)
January 29, 1998
-------------------
(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 24 Pages
Exhibit Index: Page 20
- ---------------------
* Initial filing with respect to Soros Fund Management LLC, Mr. George
Soros and Mr. Stanley F. Druckenmiller.
<PAGE>
Page 2 of 24 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital, Inc.
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
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,341,349
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,341,349
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,341,349/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
8.67%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 5.
<PAGE>
Page 3 of 24 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital 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*
WC; 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
Texas
7 Sole Voting Power
Number of 5,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,336,349
Each
Reporting 9 Sole Dispositive Power
Person 5,000
With
10 Shared Dispositive Power
1,336,349
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,341,349/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
8.67%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 5.
<PAGE>
Page 4 of 24 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital 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*
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
Texas
7 Sole Voting Power
Number of 162,133
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 162,133
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
162,133/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.06%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 5.
<PAGE>
Page 5 of 24 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Thomas U. Barton
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 1,341,349
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,341,349
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,341,349/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
8.67%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 5.
<PAGE>
Page 6 of 24 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Joseph U. Barton
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 5,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,341,349
Each
Reporting 9 Sole Dispositive Power
Person 5,000
With
10 Shared Dispositive Power
1,341,349
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,346,349/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
8.70%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 5.
<PAGE>
Page 7 of 24 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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
792,583/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.17%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 5.
<PAGE>
Page 8 of 24 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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
792,583/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.17%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 5.
<PAGE>
Page 9 of 24 Pages
SCHEDULE 13D
CUSIP No. 449536101
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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
792,583/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.17%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 5.
<PAGE>
Page 10 of 24 Pages
This Amendment No. 2 to Schedule 13D relates to shares of
Common Stock, $0.001 par value per share (the "Shares"), of IGEN International,
Inc. (the "Issuer"). This Amendment No. 2 supplementally amends the initial
statement on Schedule 13D dated December 11, 1997, filed by certain of the
Reporting Persons (as defined herein), and Amendment No. 1 thereto dated
December 29, 1997, filed by certain of the Reporting Persons (collectively, the
"Initial Statement"). This Statement constitutes an initial filing to Schedule
13D for SFM LLC (as defined herein), Mr. Soros (as defined herein) and Mr.
Druckenmiller (as defined herein). This Amendment No. 2 is being filed to report
that as a result of recent acquisitions of Shares of the Issuer, the number of
Shares of which certain of the Reporting Persons may be deemed the beneficial
owners has increased by more than one percent of the total outstanding Shares.
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 by Soros Fund Management LLC,
a Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros")
and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"), White Rock Capital,
Inc., a Texas corporation ("White Rock, Inc."), White Rock Capital Management,
L.P., a Texas limited partnership ("White Rock Management"), White Rock Capital
Partners, L.P., a Texas limited partnership ("White Rock Partners"), Thomas U.
Barton and Joseph U. Barton (collectively, the "Reporting Persons"). This
Statement relates to securities acquired by White Rock Management on behalf of
certain institutional clients (the "White Rock Clients"), pursuant to separate
investment advisory contracts (collectively, the "White Rock Contracts),
including Quantum Partners (as defined herein). This Statement also relates to
securities held for the accounts of White Rock Partners and Joseph U. Barton.
SFM LLC has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. The business of SFM LLC is managed through a
Management Committee (the "Management Committee") comprised of Mr. Soros, Mr.
Druckenmiller and Mr. Gary Gladstein. Its principal business is to serve,
pursuant to contract, as the principal investment manager to several foreign
investment companies (the "SFM Clients"), including Quantum Fund (as defined
herein) and Quantum Partners, the principal operating subsidiary of Quantum
Fund. SFM LLC has been granted investment discretion over portfolio investments,
including the Shares, held for the account of Quantum Partners LDC, a Cayman
Islands exempted limited duration company ("Quantum Partners") and Quantum Fund
N.V., a Netherlands Antilles company ("Quantum Fund"). Each of Quantum Fund and
Quantum 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. In connection
therewith, Quantum Partners has granted investment discretion to White Rock
Management pursuant to an investment advisory contract between Quantum Partners
and White Rock Management (the "Quantum Partners-White Rock Contract"). The
Shares currently held for the account of Quantum Partners were acquired at the
direction of White Rock Management, and none of SFM LLC, Mr. Soros and Mr.
Druckenmiller currently exercises voting or dispositive power over the Shares.
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
<PAGE>
Page 11 of 24 Pages
discretion over the Shares held for the account of Quantum 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 Quantum 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 Quantum Partners
as a result of the contractual authority of SFM LLC to exercise voting and
dispositive power with respect to such Shares.
The general partner of White Rock Partners is White Rock
Capital Management, the general partner of which is White Rock, Inc. Each of
White Rock (as defined herein), White Rock Partners, White Rock Management and
White Rock, Inc. is engaged in the investment and investment management
business. Thomas U. Barton and Joseph U. Barton, both of whom are United States
citizens, are the shareholders of White Rock, Inc. The principal occupation of
each of Thomas U. Barton and Joseph U. Barton is their position as the officers
of White Rock Inc. at White Rock Inc.'s principal office. The principal business
address of each of White Rock Partners, White Rock Management, White Rock, Inc.,
Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800,
Dallas, Texas 75219.
During the past five years, none of the Reporting Persons,
Quantum 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.
The Reporting Persons are making this single, joint filing
pursuant to Rule 13d-1(f) of Regulation 13D-G under the Securities Exchange Act
of 1934, as amended (the "Act"); however, neither the fact of this filing nor
any information contained herein shall be deemed to be an admission by any of
the Reporting Persons that a group exists within the meaning of Section 13(d)(3)
of the Act.
Information contained herein concerning SFM LLC, Mr. Soros,
Mr. Druckenmiller, Quantum Fund and Quantum Partners has been provided by SFM
LLC. White Rock, Inc., White Rock Management, White Rock Partners, Thomas U.
Barton and Joseph U. Barton assume no responsibility for such information.
Information contained herein concerning White Rock, Inc., White Rock Management,
White Rock Partners, Thomas U. Barton and Joseph U. Barton has been provided by
White Rock Management. SFM LLC, Mr. Soros and Mr. Druckenmiller assume no
responsibility for such information.
<PAGE>
Page 12 of 24 Pages
Item 3. Source and Amount of Funds or Other Consideration.
White Rock Management expended approximately $3,681,338 of
the working capital of the White Rock Clients, other than Quantum Partners, to
purchase the Shares reported herein as being acquired since December 29, 1997
(the date of filing of the last Statement on Schedule 13D). White Rock
Management expended approximately $93,125 of its working capital to purchase the
Shares reported herein as being acquired since December 29, 1997 (the date of
filing of the last Statement on Schedule 13D).
The Shares (and securities derivative thereof) held by the
Reporting Persons for the accounts of Quantum Partners and other White Rock
Clients, by White Rock Partners, by White Rock Management and by Joseph U.
Barton 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 firm's 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 (and securities derivative thereof)
reported herein as having been acquired for or disposed of from the accounts of
Quantum Partners, the other White Rock Clients, White Rock Partners, Thomas U.
Barton and Joseph U. Barton were acquired or disposed of for investment
purposes. Neither Quantum Partners, the other White Rock Clients, 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, or cause to be
disposed of, 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, Quantum Partners, and/or the other White Rock Clients, market
conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) As a consequence SFM LLC's ability to terminate the
Quantum Partners-White Rock Contract with respect to all investments, including
those involving the Shares, and acquire voting and dispositive power over the
Shares within 60 days, notwithstanding the fact that none of SFM LLC, Mr. Soros
and Mr. Druckenmiller currently exercises such power, SFM LLC, Mr. Soros and Mr.
Druckenmiller may be deemed the beneficial owner of 792,583 Shares
(approximately 5.17% of the total number of Shares which would be outstanding
assuming conversion of all of the Series B Stock held for the account of Quantum
Partners). This number assumes the conversion of 2,500 shares of Series B Stock
(which are convertible within 60 days) into 179,083 Shares.
(ii) Each of White Rock, Inc., White Rock Management
and Thomas U. Barton may be deemed the beneficial owner of 1,341,349 Shares
(approximately 8.67% of the total number of Shares which would be outstanding
assuming conversion of all of the Series B Stock held for the accounts of the
White Rock Clients, including Quantum Partners, and White Rock Partners). This
number consists of (1) 792,583 Shares held for the account of Quantum Partners,
(2) 381,633 Shares held for the accounts of the White Rock Clients, other than
Quantum Partners (assumes the conversion of 1,000 shares of Series B Stock
(which are convertible within 60 days) into 71,633 Shares) and
<PAGE>
Page 13 of 24 Pages
(3) 162,133 Shares held for the account of White Rock Partners (assumes the
conversion of 1,000 shares of Series B Stock (which are convertible within 60
days) into 71,633 Shares).
(iii)Joseph U. Barton may be deemed the beneficial
owner of 1,346,349 Shares (approximately 8.70% of the total number of Shares
outstanding assuming conversion of all of the Series B Stock held for the
accounts of the White Rock Clients, including Quantum Partners, and White Rock
Partners). This number consists of (1) 792,583 Shares held for the account of
Quantum Partners, (2) 381,633 Shares held for the accounts of the White Rock
Clients, other than Quantum Partners, (3) 162,133 Shares held for the account of
White Rock Partners and (4) 5,000 Shares held for his account.
(iv) White Rock Partners may be deemed the beneficial
owner of the 162,133 Shares held for its account (approximately 1.06% of the
total number of Shares outstanding assuming conversion of all of the Series B
Stock held for the account of White Rock Partners).
(b) (i) Each of White Rock Management (pursuant to the
Quantum-White Rock Contract), White Rock, Inc. (as the general partner of White
Rock Management), Thomas U. Barton (as a shareholder of White Rock, Inc.) and
Joseph U. Barton (as a shareholder of White Rock, Inc.) is currently vested with
shared power to direct the voting and disposition of the 792,583 Shares held for
the account Quantum Partners. SFM LLC has the contractual authority on behalf of
Quantum Partners to terminate the Quantum-White Rock Contract within 60 days
and, as a result, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to have
the ability to acquire the voting and dispositive power held by White Rock
Management with respect to the 792,583 Shares.
(ii) Each of White Rock Management (pursuant to the
White Rock Contracts, other than the Quantum Partners-White Rock Contract),
White Rock, Inc. (as the general partner of White Rock Management), Thomas U.
Barton (as a shareholder of White Rock, Inc.) and Joseph U. Barton (as a
shareholder of White Rock, Inc.) is currently vested with shared power to direct
the voting and disposition of the 381,633 Shares held for the accounts of the
White Rock Clients, other than Quantum Partners.
(iii)Each of White Rock Management (as the general
partner of White Rock Partners), White Rock, Inc. (as the general partner of
White Rock Management), Thomas U. Barton (as a shareholder of White Rock, Inc.)
and Joseph U. Barton (as a shareholder of White Rock, Inc.) may be deemed to
have shared power to direct the voting and disposition of the 162,133 Shares
held for the account of White Rock Partners.
(iv) Each of White Rock, Inc. (as the general partner
of White Rock Management), Thomas U. Barton (as a shareholder of White Rock,
Inc.) and Joseph U. Barton (as a shareholder of White Rock, Inc.) may be deemed
to have shared power to direct the voting and disposition of the 5,000 Shares
held for the account of White Rock Management.
(v) Joseph U. Barton has the sole power to direct the
voting and disposition of the 5,000 Shares held for his account.
(vi) White Rock Partners has the sole power to direct
the voting and disposition of the 162,133 Shares held for its account.
(vii)White Rock Management has the sole power to
direct the voting and disposition of the 5,000 Shares held for its account.
(c) Except for the transactions disclosed on Annex B
hereto, all of which were effected in the over-the-counter market in routine
<PAGE>
Page 14 of 24 Pages
respect to the brokerage transactions, there have been no transactions with
Shares since December 5, 1997 (the date of filing of the last statement on
Schedule 13D) by any of the Reporting Persons or Quantum Partners.
(d) (i) The shareholders of Quantum Partners, including
Quantum Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares, held for the account of Quantum Partners
in accordance with their ownership interests in Quantum Partners.
(ii) The shareholders or partners of each of the White
Rock Clients, other than Quantum Partners) have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held by the
respective White Rock Client in accordance with their partnership or ownership
interests in the respective White Rock Client.
(iii)Joseph U. Barton has the sole right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for his account.
(iv) The partners of White Rock Partners have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
(v) The partners of White Rock Management have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares held by White Rock Management in accordance with their
partnership interests in White Rock Management.
(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 and/or
Quantum Partners 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 set forth herein, the Reporting Persons and/or
Quantum Partners 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. Joint Filing Agreement dated February 3, 1997 by and among
SFM LLC, Mr. Soros, Mr. Druckenmiller, White Rock Partners, White Rock
Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton.
B. Form of Purchase Agreement dated as of December 16, 1997
(filed as Exhibit B to the Initial Statement and incorporated herein by
reference).
<PAGE>
Page 15 of 24 Pages
C. Form of Registration Rights Agreement dated as of December
16, 1997 (filed as Exhibit C to the Initial Statement and incorporated herein by
reference).
D. 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.
E. 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.
<PAGE>
Page 16 of 24 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 3, 1998 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
WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
------------------------
Thomas U. Barton
President
<PAGE>
Page 17 of 24 Pages
WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
/S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
---------------------------------------
Joseph U. Barton
<PAGE>
Page 18 of 24 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.
<PAGE>
<TABLE>
<CAPTION>
Page 19 of 24 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
IGEN INTERNATIONAL, INC.
Number of
Shares/
Date of Nature of Option Price Per
For the Account of Transaction Transaction Contracts Share/Option
- ------------------ ----------- ----------- --------- ------------
<S> <C> <C> <C> <C>
White Rock Clients/1/
(other than Quantum
Partners) 01/12/98 BUY 20,000 $13.232
01/13/98 BUY 23,500 $13.702
01/14/98 BUY 7,000 $14.051
01/16/98 BUY 10,000 $15.554
01/20/98 BUY 10,000 $17.10
01/22/98 BUY 14,000 $17.31
01/23/98 BUY 20,000 $16.785
01/26/98 BUY 10,000 $16.649
01/27/98 BUY 5,000 $17.03
01/27/98 BUY 5,000 $17.03
01/28/98 BUY 10,000 $17.185
01/29/98 BUY 20,000 $18.625
01/29/98 BUY 45,000 $18.625
01/29/98 BUY 20,000 $18.625
White Rock 01/29/98 BUY 5,000 $18.625
Management
/1/ Transactions effected at the direction of White Rock Management.
</TABLE>
<PAGE>
Page 20 of 24 Pages
EXHIBIT INDEX
A. Joint Filing Agreement dated February 3, 1998
by and among Soros Fund Management LLC, Mr.
George Soros and Mr. Stanley F.
Druckenmiller................................ 21
D. 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......................................... 23
E. 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...................................... 24
Page 21 of 24 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of Igen International, Inc. dated February
3, 1998 is, and any amendments thereto signed by each of the undersigned shall
be, filed on behalf of us pursuant to and in accordance with the provisions of
Rule 13d-1(f) under the Securities Exchange Act of 1934.
Date: February 3, 1998 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
WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
------------------------
Thomas U. Barton
President
<PAGE>
Page 22 of 24 Pages
WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
/S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
---------------------------------------
Joseph U. Barton
Page 23 of 24 Pages
EXHIBIT D
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 24 Pages
EXHIBIT E
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
