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. 3)*
IGEN INTERNATIONAL, INC
----------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
----------------------------------
(Title of Class of Securities)
449536101
-------------
(CUSIP Number)
July 1, 2000
--------------------
(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)
[ X ] Rule 13d-1(c)
[ ] 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 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 20 Pages
Exhibit Index: Page 18
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 2 of 20 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 3 of 20 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 4 of 20 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER
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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13 G
CUSIP No. 449536101 Page 5 of 20 Pages
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 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 254,133
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 254,133
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
254,133
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.62%
12 Type of Reporting Person*
PN; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 6 of 20 Pages
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 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 6,000
Shares
Beneficially 6 Shared Voting Power
Owned By 994,349
Each
Reporting 7 Sole Dispositive Power
Person 6,000
With
8 Shared Dispositive Power
994,349
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,349
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
6.28%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 7 of 20 Pages
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 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,000,349
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,000,349
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,349
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
6.28%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 8 of 20 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,000,349
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,000,349
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,349
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
6.28%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 449536101 Page 9 of 20 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 5,000
Shares
Beneficially 6 Shared Voting Power
Owned By 1,000,349
Each
Reporting 7 Sole Dispositive Power
Person 5,000
With
8 Shared Dispositive Power
1,000,349
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,005,349
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
6.32%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 20 Pages
Item 1(a) Name of Issuer:
IGEN International, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
16020 Industrial Drive, Gaithersburg, MD 20877.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Soros Fund Management LLC ("SFM LLC"),
(ii) Mr. George Soros ("Mr. Soros"),
(iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"),
(iv) White Rock Capital Partners, L.P. ("White Rock Partners"),
(v) White Rock Capital Management, L.P. ("White Rock Management"),
(vi) White Rock Capital, Inc. ("White Rock, Inc."),
(vii) Thomas U. Barton and
(viii) Joseph U. Barton.
This Statement relates to Shares that were acquired by White
Rock Management on behalf of certain institutional clients (the "White Rock
Clients"), including, but not limited to, Quantum Partners LDC, a Cayman Islands
exempted limited duration company ("Quantum Partners"). Effective July 7, 2000,
no Shares are held for the account of Quantum Partners. Accordingly, each of SFM
LLC, Mr. Soros and Mr. Druckenmiller shall no longer be considered a Reporting
Person in connection with this Statement.
Effective as of July 1, 2000, Mr. Druckenmiller ceased to be
the Lead Portfolio Manager of, and is no longer employed by, SFM LLC and, as a
result of reorganization of SFM LLC, the Management Committee has been
eliminated.
This Statement also relates to Shares held for the accounts of
White Rock Partners, White Rock Management, Thomas U. Barton and Joseph U.
Barton. The general partner of White Rock Partners is White Rock Capital
Management, the general partner of which is White Rock, Inc. Thomas U. Barton
and Joseph U. Barton are the shareholders of White Rock, Inc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106.
<PAGE>
Page 11 of 20 Pages
The address and principal business office 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.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
iii) White Rock Partners is a Texas limited partnership;
iv) White Rock Management is a Texas limited partnership;
v) White Rock, Inc. is a Texas corporation;
vi) Thomas U. Barton is a United States citizen; and
vii) Joseph U. Barton is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value (the "Shares").
Item 2(e) CUSIP Number:
449536101
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.
<PAGE>
Page 12 of 20 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of July 7, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Each of SFM LLC and Mr. Soros may no longer be deemed the
beneficial owner of any Shares.
(ii) Each of White Rock, Inc., White Rock Management and
Thomas U. Barton may be deemed the beneficial owner of 1,000,349 Shares. This
number consists of (1) 740,216 Shares held for the accounts of the White Rock
Clients (assumes the conversion of 3,500 shares of Series B Stock into 250,716
Shares), (2) 254,133 Shares held for the account of White Rock Partners (assumes
the conversion of 1,000 shares of Series B Stock into 71,633 Shares) and (3)
6,000 Shares held for the account of White Rock Management.
(iii) Joseph U. Barton may be deemed the beneficial owner of
1,005,349 Shares. This number consists of (1) 740,216 Shares held for the
accounts of the White Rock Clients (assumes the conversion of 3,500 shares of
Series B Stock into 250,716 Shares), (2) 254,133 Shares held for the account of
White Rock Partners (assumes the conversion of 1,000 shares of Series B Stock
into 71,633 Shares), (4) 6,000 Shares held for the account of White Rock
Management and (5) 5,000 Shares held for his account.
(iv) White Rock Partners may be deemed the beneficial owner of
the 254,133 Shares held for its account (assumes the conversion of 1,000 shares
of Series B Stock into 71,633 Shares).
Item 4(b) Percent of Class:
(i) The number of Shares of which each of SFM LLC and Mr.
Soros may be deemed to be the beneficial owner constitutes 0% of the total
number of Shares outstanding.
(ii) The number of Shares of which each of White Rock, Inc.,
White Rock Management and Thomas U. Barton may be deemed to be the beneficial
owner constitutes approximately 6.28% 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 and White Rock Partners.
(iii) The number of Shares of which Joseph U. Barton may be
deemed to be the beneficial owner constitutes approximately 6.32% 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 and White Rock
Partners.
(iv) The number of Shares of which White Rock Partners may be
deemed to be the beneficial owner constitutes approximately 1.62% of the total
number of Shares outstanding.
<PAGE>
Page 13 of 20 Pages
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 254,133
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 254,133
(iv) Shared power to dispose or to direct the disposition of: 0
White Rock Management
---------------------
(i) Sole power to vote or to direct the vote: 6,000
(ii) Shared power to vote or to direct the vote: 994,349
(iii) Sole power to dispose or to direct the disposition of: 6,000
(iv) Shared power to dispose or to direct the disposition of: 994,349
<PAGE>
Page 14 of 20 Pages
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,000,349
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,000,349
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,000,349
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,000,349
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 5,000
(ii) Shared power to vote or to direct the vote: 1,000,349
(iii) Sole power to dispose or to direct the disposition of: 5,000
(iv) Shared power to dispose or to direct the disposition of: 1,000,349
Item 5. Ownership of Five Percent or Less of a Class:
As of July 1, 2000, SFM LLC, Mr. Soros and Mr. Druckenmiller
ceased to be the beneficial owner of more than five percent of the Shares.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) 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.
(ii) 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.
<PAGE>
Page 15 of 20 Pages
(iii) 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.
(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.
Each of SFM LLC and Mr. Soros expressly disclaims beneficial
ownership of any Shares held directly for the accounts of White Rock Clients,
White Rock Partners, White Rock Management and Joseph U. Barton. White Rock
Partners expressly disclaims beneficial ownership of any Shares held for the
accounts of the White Rock Clients, White Rock Management and Joseph U. Barton.
Each of White Rock Partners, White Rock Management, White Rock, Inc. and Thomas
U. Barton expressly disclaims beneficial ownership of any Shares held for the
account of Joseph U. Barton.
Information contained herein concerning SFM LLC, Mr. Soros,
Mr. Druckenmiller and Quantum Partners has been provided by SFM LLC. White Rock
Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph
U. Barton assume no responsibility for such information. Information contained
herein concerning White Rock Partners, White Rock Management, White Rock, Inc.,
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.
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.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its 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 16 of 20 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 7, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Date: July 7, 2000 GEORGE SOROS
By: /S/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: July 7, 2000 STANLEY F. DRUCKENMILLER
By: /S/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
Page 17 of 20 Pages
Date: July 7, 2000 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/ Paula Storey
---------------------
Paula Storey
Attorney-in-Fact
Date: July 7, 2000 WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ Paula Storey
-------------------------
Paula Storey
Attorney-in-Fact
Date: July 7, 2000 WHITE ROCK CAPITAL, INC.
By: /S/ Paula Storey
-------------------------
Paula Storey
Attorney-in-Fact
Date: July 7, 2000 THOMAS U. BARTON
By: /S/ Paula Storey
-----------------------
Paula Storey
Attorney-in-Fact
Date: July 7, 2000 JOSEPH U. BARTON
By: /S/ Paula Storey
-----------------------
Paula Storey
Attorney-in Fact
<PAGE>
Page 18 of 20 Pages
EXHIBIT INDEX
Page No.
--------
G. Power of Attorney, dated as of January 27, 2000, granted
by Mr. George Soros in favor of Mr. Michael C. Neus and
Mr. Richard D. Holahan, Jr..............................................19
H. Power of Attorney dated as of January 27, 2000, granted by
Mr. Stanley F. Druckenmiller in favor of Mr. Michael C. Neus
and Mr. Richard D. Holahan, Jr..........................................20
