MEDICALOGIC/MEDSCAPE INC
SC 13G/A, 2000-07-06
COMPUTER PROCESSING & DATA PREPARATION
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                       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. 1)*

                           MedicaLogic/Medscape, Inc.
                            (F/K/A MedicaLogic, Inc.)
                           __________________________
                                (Name of Issuer)

                           Common Stock, No Par Value
                      ____________________________________
                         (Title of Class of Securities)

                                    584642102
                               __________________
                                 (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)
                          [ ] Rule 13d-1(c)
                          [X] 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 ("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 17 Pages
                             Exhibit Index: Page 14



<PAGE>

                                  SCHEDULE 13G


CUSIP No. 584642102                                           Page 2 of 17 Pages



1        Name of Reporting Person
         S.S. or I.R.S. Identification No. of Above Person

                QUANTUM INDUSTRIAL PARTNERS LDC

2        Check the Appropriate Box If a Member of a Group*
                                      a. [ ]
                                      b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  CAYMAN ISLANDS

                           5        Sole Voting Power
  Number of                                 1,568,421
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   1,568,421
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,568,421

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*

                                    [X]

11       Percent of Class Represented By Amount in Row (9)

                                    3.93%

12       Type of Reporting Person*

         OO; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

                                  SCHEDULE 13G


CUSIP No. 584642102                                           Page 3 of 17 Pages




 1       Name of Reporting Person
         S.S. or I.R.S. Identification No. of Above Person

                QIH MANAGEMENT INVESTOR, 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

                  DELAWARE

                           5        Sole Voting Power
  Number of                                 1,568,421
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   1,568,421
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,568,421

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*

                                    [X]

11       Percent of Class Represented By Amount in Row (9)

                                    3.93%

12       Type of Reporting Person*

         PN; IA


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                  SCHEDULE 13G

CUSIP No. 584642102                                           Page 4 of 17 Pages



1        Name of Reporting Person
         S.S. or I.R.S. Identification No. of Above Person

                QIH MANAGEMENT, 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

                  DELAWARE

                           5        Sole Voting Power
  Number of                                 1,568,421
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                    1,568,421
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,568,421

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*

                                    [X]

11       Percent of Class Represented By Amount in Row (9)

                                    3.93%

12       Type of Reporting Person*

         CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                  SCHEDULE 13G

CUSIP No. 584642102                                           Page 5 of 17 Pages





1        Name of Reporting Person
         S.S. or I.R.S. Identification No. of Above Person

                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                                 1,568,421
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   1,568,421
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,568,421

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*

                                    [X]

11       Percent of Class Represented By Amount in Row (9)

                                    3.93%

12       Type of Reporting Person*

         OO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                  SCHEDULE 13G

CUSIP No. 584642102                                           Page 6 of 17 Pages



1        Name of Reporting Person
         S.S. or I.R.S. Identification No. of Above Person

                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                                 3,136,842
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   3,136,842
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    3,136,842

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*

                                    [  ]

11       Percent of Class Represented By Amount in Row (9)

                                    7.86%

12       Type of Reporting Person*

         IA


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                  SCHEDULE 13G


CUSIP No. 584642102                                           Page 7 of 17 Pages



1        Name of Reporting Person
         S.S. or I.R.S. Identification No. of Above Person

                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>




                                                              Page 8 of 17 Pages



Item 1(a)         Name of Issuer:

                  MedicaLogic/Medscape,  Inc.  (f/k/a  MedicaLogic,  Inc.)  (the
                  "Issuer").

Item 1(b)         Address of the Issuer's Principal Executive Offices:

                  20500 NW Evergreen Parkway, Hillsboro Oregon, 97124.

Item 2(a)         Name of Person Filing:

                  This  statement  is 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 Shares (as defined herein) held for
                  the  accounts  of QIP  and SFM  Domestic  Investments  LLC,  a
                  Delaware limited liability company ("SFM Domestic").

                  QIHMI, an investment  advisory firm, is vested with investment
                  discretion  over the Shares held for the  account of QIP.  Mr.
                  Soros  is the sole  shareholder  of QIH  Management,  the sole
                  general  partner of QIHMI,  and Chairman and  President of SFM
                  LLC. Mr. Soros has entered into an agreement pursuant to which
                  he has agreed to use his best efforts to cause QIH  Management
                  to act at the discretion of SFM LLC.

                  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 a  reorganization  of SFM LLC, the
                  Management Committee has been eliminated. Mr. Druckenmiller no
                  longer may be deemed the beneficial  owner of securities  held
                  for the accout of QIP and is no longer a Reporting Person.

                  Mr. Soros,  by virtue of his position as a managing  member of
                  SFM Domestic,  may also be deemed the beneficial  owner of the
                  Shares held for the account of SFM Domestic.

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                  The address of the  principal  business  office of QIP is Kaya
                  Flamboyan 9, Willemstad,  Curacao,  Netherlands Antilles.  The
                  address of the principal business office of each of QIHMI, QIH
                  Management,  SFM LLC and Mr. Soros is 888 Seventh Avenue, 33rd
                  Floor, New York, New York, 10106.


<PAGE>

                                                              Page 9 of 17 Pages

Item 2(c)         Citizenship:

                  i)  QIP is a Cayman Islands exempted limited duration company;

                  ii) QIHMI is a Delaware limited partnership;

                  iii)QIH Management is a Delaware corporation;

                  iv) SFM LLC is a Delaware limited liability company; and

                  v)  Mr. Soros is a citizen of the United States

Item 2(d)         Title of Class of Securities:

                  Common Stock, no par value (the "Shares").

Item 2(e)         CUSIP Number:

                  584642102

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  July 5,  2000,  each of the  Reporting  Persons  may be
                  deemed the beneficial owner of the following number of Shares:

                  i)       Each of QIP, QIHMI, QIH Management and SFM LLC may be
                           deemed the beneficial  owner of the 1,568,421  Shares
                           held for the account of QIP.

                  ii)      Mr.  Soros  may be  deemed  the  beneficial  owner of
                           3,136,842  Shares.  This  number  consists of (a) the
                           1,568,421  Shares held for the account of QIP and (b)
                           the  1,568,421  Shares  held for the  account  of SFM
                           Domestic.

Item 4(b)         Percent of Class:

                  (i)      The number of Shares of which each of QIP, QIHMI, QIH
                           Management  and SFM LLC,  may be  deemed to have been
                           the beneficial owner constitutes  approximately 3.93%
                           of the total number of Shares outstanding.

<PAGE>

                                                             Page 10 of 17 Pages


                  (ii)     The number of shares of which Mr. Soros may be deemed
                           to  have  been  the  beneficial   owner   constitutes
                           approximately  7.86% of the  total  number  of shares
                           outstanding.

Item 4(c)         Number of shares as to which such person had:


     QIP, QIHMI, QIH Management and SFM LLC
     --------------------------------------

     (i)   Sole power to vote or to direct the vote:                   1,568,421

     (ii)  Shared power to vote or to direct the vote:                         0

     (iii) Sole power to dispose or to direct the disposition of:      1,568,421

     (iv)  Shared power to dispose or to direct the disposition of:            0


     Mr. Soros
     ----------------

     (i)   Sole power to vote or to direct the vote:                   3,136,842

     (ii)  Shared power to vote or to direct the vote:                         0

     (iii) Sole power to dispose or to direct the disposition of:      3,136,842

     (iv)  Shared power to dispose or to direct the disposition of:            0


Item 5.           Ownership of Five Percent or Less of a Class:

                  As of  July  1,  2000,  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 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 Shares  held for the  account of QIP in
                           accordance with their ownership interests in QIP.


<PAGE>


                                                             Page 11 of 17 Pages


                  (ii)     Certain  members  of SFM  Domestic  have the right to
                           participate  in the  receipt of  dividends  from,  or
                           proceeds  from the sale of, the  Shares  held for the
                           account of SFM Domestic.

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:

                  This Item 10 is not applicable.






<PAGE>



                                                             Page 12 of 17 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



<PAGE>


                                                             Page 13 of 17 Pages


Date:   July 5, 2000                          STANLEY F. DRUCKENMILLER

                                              By:  /S/ RICHARD D. HOLAHAN, JR.
                                                   -------------------------
                                                   Richard D. Holahan, Jr.
                                                   Attorney-in-Fact









<PAGE>

                                                             Page 14 of 17 Pages

                                  EXHIBIT INDEX
                                                                            Page
                                                                            ----

D.      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........................................        15

E.      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................................        16

F.      Power of  Attorney  dated as of January 24,  2000,  granted by
        Quantum  Industrial  Partners  LDC in favor of Mr.  Michael C.
        Neus       and       Mr.       Richard       D.       Holahan,
        Jr............................................................        17





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