UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PHARMACYCLICS, INC.
--------------------------------------
(Name of Issuer)
Common Stock, $0.0001 Par Value
--------------------------------------
(Title of Class of Securities)
716933106
----------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 6, 1998
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*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 disclosure
provided in a prior cover page.
The information required on 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 Pages
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Page 2 of 8 Pages
SCHEDULE 13D
CUSIP No. 716933106
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 Source of Funds*
NOT APPLICABLE
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 600,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 600,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
4.90%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 Pages
SCHEDULE 13D
CUSIP No. 716933106
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 Source of Funds*
NOT APPLICABLE
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 600,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
600,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
4.90%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 8 Pages
SCHEDULE 13D
CUSIP No. 716933106
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 Source of Funds*
NOT APPLICABLE
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 600,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
600,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
4.90%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $0.0001 par value per share (the "Shares"), of Pharmacyclics, Inc. (the
"Issuer"). This Amendment No. 2 supplementally amends the initial statement on
Schedule 13D dated February 28, 1997 and Amendment No. 1 thereto dated March 13,
1997 (collectively, the "Initial Statement") filed by certain of the Reporting
Persons (the "Initial Statement"). This Amendment No. 2 is being filed
voluntarily by the Reporting Persons to report that as a result of a recent
increase in the number of outstanding Shares of the Issuer, the Reporting
Persons may no longer be deemed the beneficial owners of five percent or more of
the outstanding Shares of the Issuer. Capitalized terms used herein but not
defined herein have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being 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 the Shares held for the account of Quantum
Partners LDC, a Cayman Islands exempted limited duration company ("Quantum
Partners").
Updated information concerning the Managing Directors of SFM LLC is
attached hereto as Annex A and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial owner
of the 600,000 Shares held for the account of Quantum Partners (approximately
4.90% of the total number of Shares outstanding).
(b) (i) Pursuant to the terms of the contract between Quantum Fund
and SFM LLC, SFM LLC may be deemed to have the sole power to direct the voting
and disposition of the 600,000 Shares held for the account of Quantum Partners.
(ii) Pursuant to the terms of the contract between Quantum Fund
and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 600,000
Shares held for the account of Quantum Partners.
(c) There have been no transactions effected with respect to the
Shares since January 5, 1998 (60 days prior to the filing of the date hereof) by
any of the Reporting Persons or Quantum Partners.
<PAGE>
Page 6 of 8 Pages
(d) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the account of Quantum Partners
in accordance with their ownership interests in Quantum Partners.
(e) Each of the Reporting Persons is no longer the beneficial
owner of more than 5% of the outstanding Shares because of an increase in the
number of outstanding Shares.
<PAGE>
Page 7 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: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 8 of 8 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
