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. 3)*
CLINICOR, INC.
_____________________
(Name of Issuer)
Common Stock, $0.001 Par Value
____________________________________
(Title of Class of Securities)
18726M106
_________________
(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 16 Pages
Exhibit Index: Page 14
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 2 of 16 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 306,688
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 306,688
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
306,688
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.87%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 3 of 16 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 306,668
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 306,668
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
306,668
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.87%
12 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 4 of 16 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 306,668
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 306,668
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
306,668
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.87%
12 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 5 of 16 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 306,688
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 306,688
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
306,688
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.87%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 6 of 16 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 306,688
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 306,688
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
306,688
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.87%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 7 of 16 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 16 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) 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
vii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This statement relates to Shares (as defined herein) held for
the account of Quasar International Partners C.V. ("Quasar
Partners").
The sole managing member of QIP is QIHMI, the sole general
partner of which is QIH Management. Mr. Soros is the sole
shareholder of QIH Management. Mr. Soros has entered into an
agreement dated as of January 1, 1997 with SFM LLC pursuant to
which Mr. Soros has, among other things, agreed to use his
best efforts to cause QIH Management, as the general partner
of QIHMI, to act on the direction of SFM LLC. Mr. Soros is
the Chairman and President of SFM LLC. As a result of the
combination of Quasar International Fund N.V. with Quantum
Industrial Holdings Ltd., a British Virgin Islands
international business company ("QIH"), each of QIP, QIHMI,
QIH Management, SFM LLC and Mr. Soros may be deemed to be the
beneficial owner of the Shares held for the account of Quasar
Partners.
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 account of Quasar Partners and is no longer a
Reporting Person.
Item 2(b) Address of Principal Business Office or, if None, Residence:
QIP has its principal business office at Kaya Flamboyan 9,
Willemstad, Curacao, Netherlands Antilles. QIHMI, QIH
Management, SFM LLC and Mr. Soros have their principal offices
at 888 Seventh Avenue, 33rd Floor, New York, New York, 10106.
<PAGE>
Page 9 of 16 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, $0.001 par value (the "Shares").
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 July 5, 2000, each of QIP, QIHMI, QIH Management, SFM
LLC and Mr. Soros may be deemed the beneficial owner of
306,688 Shares held for the account of Quasar Partners (this
number assumes the conversion of 460 Class A Convertible
Preferred Shares, no par value, to 306,688 Shares).
Item 4(b) Percent of Class:
The number of Shares which may be deemed beneficially owned by
each of the Reporting Persons constitutes approximately 6.87%
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 10 of 16 Pages
Item 4(c) Number of shares as to which such person had:
QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros
-------------------------------------------------
(i) Sole power to vote or to direct the vote: 306,688
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 306,688
(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:
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 Shares held for the account of
Quasar Partners in accordance with their ownership interests
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.
<PAGE>
Page 11 of 16 Pages
Item 10. Certification:
This Item 10 is not applicable.
<PAGE>
Page 12 of 16 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 16 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 16 Pages
EXHIBIT INDEX
Page
----
E. Power of Attorney, dated as of January 27, 2000, granted by
Mr. George Sosos in favor of Michael C. Neus and Richard D.
Holahan, Jr................................................... 15
F. Power of Attorney, dated as of January 27, 2000, granted by
Mr. Stanley F. Druckenmiller in favor of Mr. Michael Neus and
Mr. Richard D. Holahan, Jr.................................... 16
