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. )*
AREL COMMUNICATIONS AND SOFTWARE LIMITED
________________________________________
(Name of Issuer)
Ordinary Shares, NIS 0.001 Par Value
____________________________________
(Title of Class of Securities)
M14925107
_______________
(CUSIP Number)
February 11, 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 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 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 12 Pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13G
CUSIP No. M14925107 Page 2 of 12 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 497,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive
Person 497,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
497,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.15%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. M14925107 Page 3 of 12 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 497,500
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
497,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
497,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.15%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. M14925107 Page 4 of 12 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 497,500
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
497,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
497,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.15%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 12 Pages
Item 1(a) Name of Issuer:
Arel Communications and Software Limited (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
3 Hayarden Street, Yavne, 70600, Israel
Item 2(a) Name of Person Filing:
The statement is being 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"); and
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to Shares (as defined herein) held for
the accounts of Quantum Emerging Growth Partners C.V., a Netherlands Antilles
limited partnership ("QEG"), and Quota Fund N.V., a Netherlands Antilles limited
liability corporation ("Quota"). SFM LLC serves as principal investment manager
to both QEG and Quota. As such, SFM LLC has been granted investment discretion
over portfolio investments, including the Shares, held for the accounts of QEG
and Quota. Mr. Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead
Portfolio Manager and a Member of the Management Committee of SFM LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each SFM LLC,
Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, NY
10106.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen; and
iii) Mr. Druckenmiller is a United States citizen.
Item 2(d) Title of Class of Securities:
Ordinary Shares, NIS 0.001 par value (the "Shares")
Item 2(e) CUSIP Number:
M14925107
<PAGE>
Page 6 of 12 Pages
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 22, 2000, each of the Reporting Persons may be
deemed to be the beneficial owner of 497,500 Shares. This number includes (A)
447,800 Shares held for the account of QEG and (B) 49,700 Shares held for the
account of Quota.
Item 4(b) Percent of Class:
The number of Shares of which each of the Reporting Persons
may be deemed to be the beneficial owner constitutes approximately 5.57% of the
total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 497,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 497,500
(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: 497,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 497,500
<PAGE>
Page 7 of 12 Pages
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 497,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 497,500
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) The partners of QEG have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the Shares held for
the account of QEG in accordance with their partnership interests in QEG.
(ii) The shareholders of Quota have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of Quota in accordance with their ownership
interests in Quota.
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 8 of 12 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 22, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Assistant General Counsel
Date: February 22, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 22, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 9 of 12 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated February 22, 2000 by and
among Soros Fund Management LLC, Mr. George Soros and
Mr. Stanley F. Druckenmiller............................ 10
B. 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.............................. 11
C. 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....................... 12
Page 10 of 12 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G with respect to the Ordinary Shares of Arel Communications and Software
Limited dated as of February 22, 2000 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934.
Date: February 22, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Assistant General Counsel
Date: February 22, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 22, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
Page 11 of 12 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR., 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 ("SFM LLC") and
each of its affiliates or entities advised by me or SFM 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(k), 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 27th day of
January, 2000.
/s/George Soros
--------------------
GEORGE SOROS
Page 12 of 12 Pages
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR.,
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 ("SFM LLC") and each of its affiliates or entities advised by me
or SFM 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(k), 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 27th day of
January, 2000.
/s/Stanley F. Druckenmiller
---------------------------------
STANLEY F. DRUCKENMILLER
