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. 7)*
INDIGO N.V.
-----------
(Name of Issuer)
Common Stock, Par Value NLG 0.04 Per Share
------------------------------------------
(Title of Class of Securities)
N44495104
---------
(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)
October 17, 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 13 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 2 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
S-C INDIGO C.V.
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
Netherlands Antilles
7 Sole Voting Power
26,356,385
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 26,356,385
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,356,385
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
24.06%
14 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 3 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
S-C INDIGO II C.V.
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
Netherlands Antilles
7 Sole Voting Power
26,356,385
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 26,356,385
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,356,385
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
24.06%
14 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 4 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
S-C GRAPHICS 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
26,356,385
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 26,356,385
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,356,385
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
24.06%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 5 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
WINSTON 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*
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
25,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0.02%
14 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 6 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
CHATTERJEE FUND 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*
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
25,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0.02%
14 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 7 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
DR. PURNENDU CHATTERJEE
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
45,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 26,356,385
Each
Reporting 9 Sole Dispositive Power
Person 45,000
With
10 Shared Dispositive Power
26,356,385
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,401,385
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
24.09%
14 Type of Reporting Person*
IN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 8 of 13 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
100,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 26,356,385
Each
Reporting 9 Sole Dispositive Power
Person 100,000
With
10 Shared Dispositive Power
26,356,385
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,456,385
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
24.15%
14 Type of Reporting Person*
IN; OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 13 Pages
This Amendment No. 7 to Schedule 13D relates to shares of Common
Stock, NLG 0.04 par value per share (the "Shares"), of Indigo N.V., a
Netherlands corporation (the "Issuer"). This Amendment No. 7 supplementally
amends the initial statement on Schedule 13D, dated May 6, 1996 (the "Initial
Statement"), filed by the Reporting Persons. This Amendment No. 7 is being filed
by the Reporting Persons to report that the number of Shares of which certain of
the Reporting Persons may be deemed to be the beneficial owners has decreased by
more than one percent of the total outstanding Shares of the Issuer. 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 5. Interest in Securities of the Issuer.
(a) (i) The aggregate number of Shares of which S-C Indigo, S-C
Indigo II and S-C Graphics may be deemed a beneficial owner is 26,356,385
(approximately 24.06% of the total number of Shares which would be outstanding
assuming the exercise and conversion of all of the currently convertible and
exercisable securities of the Issuer currently held by S-C Indigo). This number
consists of (A) 24,656,385 Shares held for the account of S-C Indigo, (B)
1,200,000 Shares issuable upon exercise of the 1996 Warrants and (C) 500,000
Shares issuable upon exercise of the 1997 Warrants.
The filing of this Statement by S-C Indigo, S-C Indigo
II, and S-C Graphics with the inclusion elsewhere in this statement of
information concerning Shares held for the accounts of Winston and Mr. Soros
shall not be construed as an admission that any of S-C Indigo, S-C Indigo II or
S-C Graphics is a beneficial owner of such Shares held for the account of
Winston, Mr. Soros or Dr. Chatterjee.
(ii) The aggregate number of Shares which Winston and CFM
may be deemed the beneficial owner is 25,000 (approximately 0.02% of the total
number of Shares outstanding). This number consists of the 25,000 Shares held
for the account of Winston.
The filing of this Statement by Winston and CFM with the
inclusion elsewhere in this statement of information concerning Shares held for
the accounts of S-C Indigo and Mr. Soros shall not be construed as an admission
that either of Winston and CFM is a beneficial owner of such Shares. Winston and
CFM hereby expressly disclaim beneficial ownership of any Shares held for the
account of S-C Indigo, Mr. Soros or Dr. Chatterjee.
(iii)The aggregate number of Shares of which Dr. Chatterjee
may be deemed the beneficial owner is 26,401,385 (approximately 24.09% of the
total number of Shares which would be outstanding assuming the exercise and
conversion of all of the currently convertible and exercisable securities
currently held for the account of S-C Indigo). This number consists of (A) the
26,356,385 Shares of which S-C Indigo may be deemed beneficial owner (B) the
25,000 Shares held for the account of Winston and (C) 20,000 Shares issuable
upon the exercise of options held for his personal account.
<PAGE>
Page 10 of 13 Pages
The filing of this Statement by Dr. Chatterjee with the
inclusion elsewhere in this statement of information concerning Shares held for
the account of Mr. Soros shall not be construed as an admission that Dr.
Chatterjee is a beneficial owner of such Shares. Dr. Chatterjee hereby expressly
disclaims beneficial ownership of any Shares held for the account of Mr. Soros.
(iv) The aggregate number of Shares of which Mr. Soros may be
deemed the beneficial owner is 26,456,385 (approximately 24.15% of the total
number of Shares outstanding assuming the exercise and conversion of all of the
currently convertible and exercisable securities currently held for the account
of S-C Indigo). This number consists of (A) the 26,356,385 Shares of which S-C
Indigo may be deemed beneficial owner and (B) the 100,000 Shares held directly
by Mr. Soros.
The filing of this Statement by Mr. Soros with the
inclusion elsewhere in this statement of information concerning Shares held for
the accounts of Winston shall not be construed as an admission that Mr. Soros is
a beneficial owner of such Shares. Mr. Soros hereby expressly disclaims
beneficial ownership of any Shares held for the account of Winston or Dr.
Chatterjee.
(b) (i) S-C Indigo has sole power to vote and dispose of the
securities of the Issuer (including the Shares) that it holds directly. Such
powers will be exercised jointly by Dr. Chatterjee, in his capacity as the sole
shareholder of S-C Graphics, the sole general partner of S-C Indigo II, which is
the sole general partner of S-C Indigo and by Mr. Soros.
(ii) Winston has sole power to vote and dispose of the
Shares that it holds directly. Such powers will be exercised by Dr. Chatterjee,
in his capacity as the sole general partner of CFM, the sole general partner of
Winston.
(iii) Mr. Soros has the sole power to direct the voting and
disposition of the 100,000 Shares he holds personally and may be deemed to have
shared power to direct the voting and disposition of the securities held by S-C
Indigo.
(iv) Dr. Chatterjee has the sole power to direct the voting
and disposition of the 45,000 securities he holds personally and may be deemed
to have shared power to direct the voting and disposition of the securities held
by S-C Indigo.
(c) Except for the transaction described in Item 6 of this
Amendment No. 7, there have been no transactions with respect to the Shares
since September 22, 2000 (the date of the last filing on Schedule 13D) for the
accounts of any of the Reporting Persons.
(d) (i) The partners of S-C Indigo have the right to participate
in the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held by S-C Indigo, in accordance with their partnership
interests in S-C Indigo. Such partners include several collective investment
vehicles managed by affiliates of Dr. Chatterjee and an entity owned by Mr.
Soros.
(ii) The partners of Winston have the right to participate
in the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held by Winston in accordance with their partnership
interests in Winston.
<PAGE>
Page 11 of 13 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On October 17, 2000, pursuant to the Letter (attached as Exhibit
X to the Initial Statement), S-C Indigo converted the Series A Convertible
Preferred Shares previously held for its account in exchange for 4,777,775
Shares and $8,961,915.88 in cash.
<PAGE>
Page 12 of 13 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: October 26, 2000
S-C INDIGO C.V.
By: S-C INDIGO II C.V.,
General Partner
By: S-C GRAPHICS INC.,
General Partner
By: /S/ PETER A. HURWITZ
--------------------------------
Peter A. Hurwitz
Vice President
S-C INDIGO II C.V.
By: S-C GRAPHICS INC.,
General Partner
By: /S/ PETER A. HURWITZ
--------------------------------
Peter A. Hurwitz
Vice President
S-C GRAPHICS INC.
By: /S/ PETER A. HURWITZ
--------------------------------
Peter A. Hurwitz
Vice President
<PAGE>
Page 12 of 13 Pages
WINSTON PARTNERS L.P.
By: CHATTERJEE FUND MANAGEMENT, L.P.,
General Partner
By: /S/ PETER A. HURWITZ
--------------------------------
Peter A. Hurwitz
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By: /S/ PETER A. HURWITZ
--------------------------------
Peter A. Hurwitz
Attorney-in-Fact
DR. PURNENDU CHATTERJEE
By: /S/ PETER A. HURWITZ
--------------------------------
Peter A. Hurwitz
Attorney-in-Fact
MR. GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
--------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
