SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
----------------------------------------
(F/K/A INTEGRA LIFESCIENCES CORPORATION)
--------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
457985208
---------------
(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, 2000
--------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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
disclosures 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 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 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 457985208 Page 2 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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
2,955,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,955,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,955,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
15.31%
14 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 457985208 Page 3 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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
2,955,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,955,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,955,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
15.31%
14 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 457985208 Page 4 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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
2,955,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,955,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,955,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
15.31%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 457985208 Page 5 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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
2,955,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,955,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,955,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
15.31%
14 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 457985208 Page 6 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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
3,757,800
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,757,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,757,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
18.69%
14 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 457985208 Page 7 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
STANLEY F. DRUCKENMILLER
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
0
Number of 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
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 11 Pages
This Amendment No. 2 to Schedule 13D relates to shares of
Common Stock, $0.01 par value per share (the "Shares"), of Integra LifeSciences
Holdings Corporation (the "Issuer") (f/k/a Integra LifeSciences Corporation).
This Amendment No. 2 supplementally amends the initial statement on Schedule
13D, dated April 8, 1999, and all amendments thereto (collectively, the "Initial
Statement"), filed by the Reporting Persons. This Amendment No. 2 is being filed
by the Reporting Persons to report that, as of July 1, 2000, Mr. Druckenmiller
ceased to be the Lead Portfolio Manager of, and is no longer employed by, SFM
LLC, and accordingly no longer may be deemed the beneficial owner of the
securities reported herein. Capitalized terms used 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) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC");
v) Mr. George Soros ("Mr. Soros"); and
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to the Shares held for the accounts of
QIP and SFM Domestic Investments LLC ("SFM Domestic Investments").
The Reporting Persons
Effective as of July 1, 2000, Mr. Druckenmiller ceased to be
the Lead Portfolio Manager of, and is no longer employed by, SFM LLC. Mr.
Druckenmiller no longer may be deemed to have investment discretion over the
securities held for the account of QIP. As a result, Mr. Druckenmiller no longer
may be deemed the beneficial owner of securities held for the account of QIP,
and, as of July 1, 2000, is no longer a Reporting Person.
Effective as of July 1, 2000, as a result of a reorganization
of SFM LLC, the Management Committee has been eliminated and there are no longer
any Managing Directors. The business of SFM LLC is managed by Mr. Soros, in his
capacity as Chairman and President.
Set forth in Annex A hereto, and incorporated herein by
reference, is updated information concerning the identity and background of the
current directors and officers of QIP and QIH Management.
<PAGE>
Page 9 of 11 Pages
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may
be deemed the beneficial owner of 2,955,000 Shares (approximately 15.31% of the
total number of Shares which would be outstanding assuming the exercise and
conversion of all of the securities held for the account of QIP). This number
includes (A) 1,963,350 Shares issuable upon conversion of 75,000 Series B
Preferred Shares held for the account of QIP; (B) 541,100 Shares issuable upon
conversion of 48,699 Series C Preferred Shares (as defined herein) held for the
account of QIP; and (C) 450,550 Shares issuable upon exercise of 450,550
warrants held for the account of QIP.
(ii) Mr. Soros may be deemed the beneficial owner of
3,757,800 Shares (approximately 18.69% of the total number of Shares which would
be outstanding assuming the exercise and conversion of all of the securities
held for the accounts of QIP and SFM Domestic Investments). This number includes
(A) 1,963,350 Shares issuable upon conversion of 75,000 Series B Preferred
Shares held for the account of QIP; (B) 541,100 Shares issuable upon conversion
of 48,699 Series C Preferred Shares held for the account of QIP; (C) 450,550
Shares issuable upon exercise of 450,550 warrants held for the account of QIP;
(D) 654,450 Shares issuable upon conversion of 25,000 Series B Preferred Shares
held for the account of SFM Domestic Investments; (E) 58,900 Shares issuable
upon conversion of 5,301 Series C Preferred Shares held for the account of SFM
Domestic Investments; and (F) 89,450 Shares issuable upon exercise of 89,450
warrants held for the account of SFM Domestic Investments.
(b) (i) Each of QIP, QIHMI, QIH Management and SFM LLC (by
virtue of the QIP Contract) and Mr. Soros (as a result of his position with SFM
LLC) may be deemed to have the sole power to direct the voting and disposition
of the 2,955,000 Shares held for the account of QIP (assuming the conversion of
all Series B Preferred Shares, Series C Preferred Shares and the exercise of all
warrants held for the account of QIP).
(ii) Mr. Soros in his capacity as a managing member of
SFM Domestic Investments may be deemed to have the sole power to direct the
voting and disposition of the 802,800 Shares held for the account of SFM
Domestic Investments (assuming the conversion of all Series B Preferred Shares,
Series C Preferred Shares and the exercise of all warrants held for the account
of SFM Domestic Investments).
(c) There have been no transactions effected with
respect to the Shares since May 6, 2000 (60 days prior to the date hereof) by
any of the Reporting Persons.
(d) (i) The shareholders of QIP, including Quantum
Industrial Holdings, Ltd., a British Virgin Islands international business
company, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the securities held for the account of QIP in
accordance with their ownership interests in QIP.
(ii) Certain members of SFM Domestic Investments have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the securities held for the account of SFM Domestic Investments.
(e) As of July 1, 2000, Mr. Druckenmiller ceased to be
the beneficial owner of more than five percent of the Shares.
Neal Moszkowski, an employee of Soros Private Funds Management
LLC and a partner of Soros Private Equity Partners LLC, is a director of the
Issuer.
<PAGE>
Page 10 of 11 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 5, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: July 5, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ RICHARD D. HOLAHAN, JR.
---------------------------
Richard D. Holahan, Jr.
Secretary
Date: July 5, 2000 QIH MANAGEMENT, INC.
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Secretary
Date: July 5, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Date: July 5, 2000 GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: July 5, 2000 STANLEY F. DRUCKENMILLER
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
Page 11 of 11 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curacao,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Limited Administrative services Citco Building
Secretary Wickhams Cay
(British Virgin Islands) Road Town
Tortola
British Virgin Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Frank V. Sica Managing Partner of Soros Private Equity 888 Seventh Avenue
Director and President Partners LLC 28th Floor
(United States) New York, NY 10106
Michael C. Neus Deputy General Counsel of SFM LLC 888 Seventh Avenue
Director and Vice President and General Counsel of Soros Private 33rd Floor
(United States) Funds Management LLC New York, NY 10106
Eve Mongiardo Chief Financial Officer of 888 Seventh Avenue
Director and Treasurer Soros Private Funds Management LLC 28th Floor
(United States) New York, NY 10106
Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue
Secretary SFM LLC 33rd Floor
(United States) New York, NY 10106
To the best of the Reporting Persons' knowledge /1/:
(a) None of the above persons hold any Shares. /1/
(b) None of the above persons has any contracts, arrangements, understandings or relationships with
respect to the Shares. /1/
----------
/1/ Certain persons may have an interest in SFM Domestic Investments.
</TABLE>
