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. 2)* /1/
CLINICOR, INC.
_____________________
(Name of Issuer)
Common Stock, $0.001 Par Value
____________________________________
(Title of Class of Securities)
18726M106
_________________
(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).
/1/ Initial filing with respect to Quantum Industrial Partners LDC, QIH
Management Investor, L.P. and QIH Management, Inc.
Continued on following page(s)
Page 1 of 19
Exhibit Index: Page 14
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 2 of 19 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 294,667
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 294,667
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
294,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.60%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 3 of 19 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 294,667
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 294,667
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
294,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.60%
12 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 4 of 19 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 294,667
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 294,667
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
294,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.60%
12 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 5 of 19 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 294,667
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 294,667
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
294,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.60%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 6 of 19 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 294,667
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
294,667
9 Aggregate Amount Beneficially Owned by Each Reporting Person
294,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.60%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 7 of 19 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 294,667
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
294,667
9 Aggregate Amount Beneficially Owned by Each Reporting Person
294,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.60%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 19 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
also the Chairman of SFM LLC, and in such capacity may be
deemed to have voting and dispositive power over the Shares
held for the account of QIP. Mr. Druckenmiller is the lead
Portfolio Manager of SFM LLC, and in such capacity may be
deemed to have voting and dispositive power over the Shares
held for the account of QIP. 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,
Mr. Soros and Mr. Druckenmiller may be deemed to be the
beneficial owner of the Shares held for the account of Quasar
Partners.
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, Mr. George Soros, and Mr. Druckenmiller
have their principal offices at 888 Seventh Avenue, 33rd
Floor, New York, New York, 10106.
<PAGE>
Page 9 of 19 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;
vi) Mr. Druckenmiller 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:
The number of Shares which may be deemed to have been
beneficially owned by each of the Reporting Persons was as
follows:
As of December 31, 1999, each of QIP, QIHMI, QIH Management,
SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to have
been the beneficial owners of 294,667 Shares held for the
account of Quasar Partners (this number assumes the conversion
of 442 Class A Convertible Preferred Shares, no par value, to
294,667 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 6.60% 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 19 Pages
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: 294,667
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 294,667
(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: 294,667
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 294,667
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 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 19 Pages
Item 10. Certification:
By signing below the signatory certifies that, to the best of
his/its 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 19 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 19 Pages
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 14 of 19 Pages
EXHIBIT INDEX
Page
----
A. 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........................................... 15
B. Power of Attorney dated as of January 24, 2000 granted
by Quantum Industrial Holdings LLC in favor of Michael
C. Neus and Richard D. Holahan, Jr...................... 17
C. 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..................................... 18
D. Power of Attorney dated as of January 1, 1997, granted
by Mr. Stanley Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus.......................... 19
Page 15 of 19 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to
the Common Stock of Clinicor, 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
<PAGE>
Page 16 of 19 Pages
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-------------------------------
Michael C. Neus
Attorney-in-Fact
Page 17 of 19 Pages
EXHIBIT B
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS
LDC (the "Company"), an exempted limited duration company existing and operating
under the laws of the Cayman Islands does, pursuant to a duly adopted resolution
of its Managing Director, hereby designate, constitute and appoint:
MICHAEL C. NEUS AND RICHARD D. HOLAHAN, JR.
acting, singly and not jointly, as its true and lawful agent and attorney in
fact for the purpose of executing in its name, all documents, certificates,
instruments, statements, filings and agreements ("documents") 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(k), 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.
Each attorney-in-fact is hereby authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing. All prior acts of each attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be executed this
24th day of January, 2000.
QUANTUM INDUSTRIAL PARTNERS LDC
/S/ Curacao Corporation Company N.V.
_________________________________________
Curacao Corporation Company N.V.
Managing Director
Page 18 of 19 Pages
EXHIBIT C
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 19 of 19 Pages
EXHIBIT D
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 Druckenmiller
-----------------------------------
STANLEY F. DRUCKENMILLER
