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. )*
MedicaLogic, Inc.
__________________________
(Name of Issuer)
Common Stock, No Par Value
____________________________________
(Title of Class of Securities)
584642102
__________________
(CUSIP Number)
December 31, 1999
______________________________________
(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 18 Pages
Exhibit Index: Page 14
<PAGE>
SCHEDULE 13G
CUSIP No. 584642102 Page 2 of 18 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)
5.15%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 584642102 Page 3 of 18 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)
5.15%
12 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 584642102 Page 4 of 18 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)
5.15%
12 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 584642102 Page 5 of 18 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)
5.15%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 584642102 Page 6 of 18 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 1,568,421
Shares
Beneficially 6 Shared Voting Power
Owned By 1,568,421
Each
Reporting 7 Sole Dispositive Power
Person 1,568,421
With
8 Shared Dispositive Power
1,568,421
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)
10.29%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 584642102 Page 7 of 18 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 1,568,421
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,568,421
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)
5.15%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 18 Pages
Item 1(a) Name of Issuer:
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 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. Mr. Druckenmiller is the Lead Portfolio
Manager and a Member of the Management Committee of SFM LLC.
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, Mr. Soros and Mr. Druckenmiller is 888
Seventh Avenue, 33rd Floor, New York, New York, 10106.
<PAGE>
Page 9 of 18 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;
v) Mr. Soros is a citizen of the United States; and
vi) Mr. Druckenmiller 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 December 31, 1999, the number of Shares which may be
deemed to have been beneficially owned by each of the
Reporting Persons was as follows:
i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller may be deemed to have been the
beneficial owner of the 1,568,421 Shares held for the
account of QIP.
ii) Mr. Soros may be deemed to have been 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, SFM LLC, and Mr. Druckenmiller may be
deemed to have been the beneficial owner constitutes
approximately 5.15% of the total number of shares
outstanding.
<PAGE>
Page 10 of 18 Pages
(ii) The number of shares of which Mr. Soros may be deemed
to have been the beneficial owner constitutes
approximately 10.29% 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. George Soros
----------------
(i) Sole power to vote or to direct the vote: 1,568,421
(ii) Shared power to vote or to direct the vote: 1,568,421
(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: 1,568,421
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,568,421
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,568,421
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 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 18 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:
By signing below the signatory certifies that, to the best of
his 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 12 of 18 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 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
its General Partner
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Assistant General Counsel
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 13 of 18 Pages
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 14 of 18 Pages
EXHIBIT INDEX
Page
----
A. Power of Attorney dated as of January 1, 1997 granted by
Mr. George Soros in favor of Mr. Sean C. Warren and Mr.
Michael C. Neus......................................... 15
B. Power of Attorney dated as of January 1, 1997 granted by
Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus.......................... 16
C. Joint Filing Agreement dated as of February 10, 2000 by
and among Quantum Industrial Partners LDC, QIH
Management Investor, L.P., QIH Management, Inc., Soros
Fund Management LLC, Mr. George Soros and Mr. Stanley F.
Druckenmiller........................................... 17
Page 15 of 18 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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, all documents, certificates,
instruments, statements, filings and agreements (Adocuments@) 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(f) 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 this 1st day of
January, 1997.
/s/George Soros
--------------------
GEORGE SOROS
Page 16 of 18 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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, all documents,
certificates, instruments, statements, filings and agreements (Adocuments@) 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(f) 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 this 1st day of
January, 1997.
/s/Stanley F. Druckenmiller
---------------------------------
STANLEY F. DRUCKENMILLER
Page 17 of 18 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to
the Common Stock of MedicaLogic, Inc. dated as of February 10, 2000 is, and any
amendments thereto 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 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
its General Partner
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Assistant General Counsel
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 18 of 18 Pages
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Attorney-in-Fact
