UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CLINICOR, INC.
______________
(Name of Issuer)
Common Stock, $0.001 Par Value
______________________________
(Title of Class of Securities)
18726M106
______________
(CUSIP Number)
December 31, 1998
______________________________________
(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 8
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 2 of 8 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 283,334
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 283,334
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
283,334
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.36%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 3 of 8 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 283,334
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
283,334
9 Aggregate Amount Beneficially Owned by Each Reporting Person
283,334
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.36%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 4 of 8 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 283,334
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
283,334
9 Aggregate Amount Beneficially Owned by Each Reporting Person
283,334
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.36%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
Item 1(a) Name of Issuer:
Clinicor, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
1717 West Sixth Street, Suite 400, Austin, TX 78703.
Item 2(a) Name of Person Filing:
This statement is 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 of common stock of the Issuer
(the "Shares") held for the account of Quasar International
Partners C.V., a Netherlands Antilles limited partnership
("Quasar Partners"). SFM LLC acts as principal investment
manager to Quasar Partners. 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.
Pursuant to a combination of Quasar International Fund N.V.
("Quasar Fund") with and into Quantum Industrial Holdings Ltd.
("QIH") effective February 1, 1999, portfolio investments
previously held indirectly by Quasar Fund were transferred to,
and are held indirectly by, QIH. SFM LLC is principal
investment manager to both Quasar Partners and QIH, and
remains the principal investment manager of such portfolio
investments.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros, and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106.
<PAGE>
Page 6 of 8 Pages
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a citizen of the United States; and
iii) Mr. Druckenmiller is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value.
Item 2(e) CUSIP Number:
18726M106
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, 1998, 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 SFM LLC, Mr. Soros and Mr. Druckenmiller may
be deemed to have been the beneficial owner of
283,334 Shares held for the account of Quasar
Partners (this number assumes the conversion of 425
Class B Convertible Preferred Shares, no par value,
to 283,334 Shares).
Item 4(b) Percent of Class:
The number of Shares which may be deemed to have been
beneficially owned by each of the Reporting Persons
constitutes approximately 6.36% of the total number of Shares
which would have been outstanding assuming conversion of all
derivative securities of the Issuer held for the account of
Quasar Partners.
<PAGE>
Page 7 of 8 Pages
Item 4(c) Number of shares as to which such person had:
SFM LLC
(i) Sole power to vote or to direct the vote: 283,334
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 283,334
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros and Mr. Druckenmiller
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 283,334
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 283,334
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:
The partners of Quasar Partners, including Quantum Industrial
Partners LDC, a Cayman Islands limited duration company, have
the right to participate in the receipt of dividends from, or
proceeds from the sale of, the securities, including the
Shares held for the account of Quasar Partners in accordance
with their partnership interest in Quasar Partners.
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 8 of 8 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 12, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Attorney-in-Fact
