-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvXo4beQpzMuTMw78MZI9tq2tZONJcuYf+t9Pz7G2VRzYDkY/4tzN2K8tyrub17I X6KK54XoauNtTrCvXLaXgQ== 0000921530-97-000161.txt : 19970926 0000921530-97-000161.hdr.sgml : 19970926 ACCESSION NUMBER: 0000921530-97-000161 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970925 SROS: NASD GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DBT ONLINE INC CENTRAL INDEX KEY: 0001010138 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 850439411 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50279 FILM NUMBER: 97685541 BUSINESS ADDRESS: STREET 1: 5550 WEST FLAMINGO RD STREET 2: STE B-5 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 7022571112 MAIL ADDRESS: STREET 1: 5550 WEST FLAMINGO RD STREET 2: STE B-5 CITY: LAS VEGAS STATE: NV ZIP: 89103 FORMER COMPANY: FORMER CONFORMED NAME: PATLEX HOLDINGS INC DATE OF NAME CHANGE: 19960306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMEND NO. 2 TO SCH 13D RE DBT ONLINE, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* DBT ONLINE, INC. --------------------------------- (Name of Issuer) Common Stock, $0.10 Par Value ------------------------------------ (Title of Class of Securities) 233044106 --------------------------- (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) September 19, 1997 ------------------------------------ (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 9 Pages Page 2 of 9 Pages SCHEDULE 13D CUSIP No. 233044106 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* AF 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 575,741 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 575,741 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 575,741 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 6.33% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 9 Pages SCHEDULE 13D CUSIP No. 233044106 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* AF 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 575,741 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 575,741 11 Aggregate Amount Beneficially Owned by Each Reporting Person 575,741 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 6.33% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 9 Pages SCHEDULE 13D CUSIP No. 233044106 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* AF 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 237,212 Shares Beneficially 8 Shared Voting Power Owned By 575,741 Each Reporting 9 Sole Dispositive Power Person 237,212 With 10 Shared Dispositive Power 575,741 11 Aggregate Amount Beneficially Owned by Each Reporting Person 812,953 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 8.94% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 9 Pages SCHEDULE 13D CUSIP No. 233044106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Duquesne Capital Management, L.L.C. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Pennsylvania 7 Sole Voting Power Number of 237,212 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 237,212 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 237,212 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.61% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 9 Pages This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the "Shares"), of DBT Online, Inc. (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D dated June 6, 1997 and Amendment No. 1 thereto dated August 28, 1997 (collectively, the "Initial Statement") filed by the Reporting Persons (as defined herein). This Amendment No. 2 is being filed by the Reporting Persons to report that as a result of recent acquisitions of Shares for the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners") and the Duquesne LLC Clients (as defined in the Initial Statement), the number of Shares of which the Reporting Persons currently may be deemed the beneficial owners has increased by more than one percent of the total number of outstanding Shares. Capitalized terms used but not defined herein shall 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 by Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros"), Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller") and Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC," and together with SFM LLC, Mr. Soros and Mr. Druckenmiller, the "Reporting Persons"). This statement relates to Shares held for the accounts of Quantum Partners and the Duquesne LLC Clients. Item 3. Source and Amount of Funds or Other Consideration Quantum Partners expended approximately $6,712,701 of its working capital to purchase the Shares reported herein as being acquired in the last 60 days. Duquesne LLC expended approximately $6,706,273 of the working capital of the Duquesne LLC Clients to purchase the Shares reported herein as being acquired in the last 60 days. The Shares held for the accounts of Quantum Partners, other SFM Clients and/or the Duquesne LLC Clients may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The Shares which may be held in the margin accounts are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 5. Interest in Securities of the Issuer. (a) (i) Each of SFM LLC and Mr. Soros may be deemed the beneficial owner of the 575,741 Shares held for the account of Quantum Partners (approximately 6.33% of the total number of Shares outstanding). (ii) Mr. Druckenmiller may be deemed the beneficial owner of 812,953 Shares (approximately 8.94% of the total number of Shares outstanding). This number consists of (A) 575,741 Shares held for the account of Quantum Partners and (B) 237,212 Shares held for the accounts of the Duquesne LLC Clients. (iii) Duquesne LLC may be deemed the beneficial owner of the 237,212 Shares held for the accounts of the Duquesne LLC Clients (approximately 2.61% 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 sole power to direct the voting and disposition of the 575,741 Shares held for the account of Quantum Partners. Page 7 of 9 Pages (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 575,741 Shares held for the account of Quantum Partners. (iii) Pursuant to contracts with the Duquesne LLC Clients, and as a result of the position held by Mr. Druckenmiller with Duquesne LLC, each of Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power to direct the voting and disposition of the 237,212 Shares held for the accounts of the Duquesne LLC Clients. (c) Except for the transactions disclosed on Annex A hereto, all of which were effected in the over-the-counter market in routine brokerage transactions, there have been no transactions with respect to the Shares since July 27, 1997 (60 days prior to the date hereof) by any of the Reporting Persons, Quantum Partners or the accounts of the Duquesne LLC Clients. (d) (i) 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. (ii) The Duquesne LLC Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for their accounts. (e) Not applicable. SFM LLC and Mr. Soros expressly disclaim beneficial ownership of any Shares not held for the accounts of the SFM Clients. Duquesne LLC expressly disclaims beneficial ownership of any Shares not held for the accounts of the Duquesne LLC Clients. Page 8 of 9 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: September 25, 1997 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 DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /S/ GERALD KERNER ----------------------------- Gerald Kerner Managing Director
Page 9 of 9 Pages ANNEX A RECENT TRANSACTIONS IN THE COMMON STOCK OF DBT ONLINE, INC. Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- Quantum Partners/1/ 08/28/97 Buy 2,500 50.3750 09/03/97 Buy 15,000 52.3950 09/05/97 Buy 1,250 52.3750 09/09/97 Buy 1,500 56.3750 09/11/97 Buy 3,750 59.8750 09/18/97 Buy 18,700 64.8540 09/19/97 Buy 8,600 64.6850 09/23/97 Buy 37,500 64.426 09/24/97 Buy 19,450 63.817 Duquesne LLC Clients/2/ 08/28/97 Buy 2,500 50.3750 09/03/97 Buy 15,000 52.3958 09/05/97 Buy 1,250 52.3750 09/09/97 Buy 1,500 56.3750 09/11/97 Buy 3,750 59.8750 09/18/97 Buy 18,700 64.8541 09/19/97 Buy 8,500 64.8850 09/23/97 Buy 37,500 64.4267 09/24/97 Buy 19,450 63.817 - ------------------- /1/ Transactions effected at the direction of SFM LLC. /2/ Transactions effected at the direction of Duquesne LLC.
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