-----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, NPe1r5MABn9i0UuEUfK5jXZl4Jun3Va0hAIKOKkVaDciCvP/zKYd4o4z8oacXqUW iTmFwxYDGtZbrHSwV7DwzA== 0000921530-97-000037.txt : 19970225 0000921530-97-000037.hdr.sgml : 19970225 ACCESSION NUMBER: 0000921530-97-000037 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970204 SROS: NASD GROUP MEMBERS: CHATTERJEE ADVISORS LLC GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: PURNENDU CHATTERJEE GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER GROUP MEMBERS: WINSTON PARTNERS II LDC GROUP MEMBERS: WINSTON PARTNERS II LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYBASE INC CENTRAL INDEX KEY: 0000768262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942951005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43245 FILM NUMBER: 97517605 BUSINESS ADDRESS: STREET 1: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5109223500 MAIL ADDRESS: STREET 2: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 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 RE SYBASE INC'S 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* SYBASE, INC. -------------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value ------------------------------------------ (Title of Class of Securities) 871130100 ------------------------ (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 399 Park Avenue New York, New York 10022 (212) 872-1000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 27, 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 [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) 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 24 Pages Page 2 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 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 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 Cayman Islands 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 850,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 850,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 850,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.11% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 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 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 0 Shares Beneficially 8 Shared Voting Power Owned By 850,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 850,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 850,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.11% 14 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 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 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 0 Shares Beneficially 8 Shared Voting Power Owned By 850,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 850,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 850,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.11% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 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 1,050,000 Shares Beneficially 8 Shared Voting Power Owned By 850,000 Each Reporting 9 Sole Dispositive Power Person 1,050,000 With 10 Shared Dispositive Power 850,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,900,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.49% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 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 1,800,000 Shares Beneficially 8 Shared Voting Power Owned By 1,900,000 Each Reporting 9 Sole Dispositive Power Person 1,800,000 With 10 Shared Dispositive Power 1,900,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,700,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 4.84% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 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 0 Shares Beneficially 8 Shared Voting Power Owned By 1,900,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,900,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,900,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.49% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS II LDC 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 Cayman Islands 7 Sole Voting Power Number of 1,347,597 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,347,597 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,347,597 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.76% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS II LLC 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 Delaware 7 Sole Voting Power Number of 653,103 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 653,103 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 653,103 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .85% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE ADVISORS 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 2,000,700 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,000,700 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,700 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.62% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE MANAGEMENT COMPANY 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 2,000,700 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,000,700 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,700 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.62% 14 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 24 Pages SCHEDULE 13D CUSIP No. 871130100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PURNENDU CHATTERJEE (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) [x] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 2,000,700 Shares Beneficially 8 Shared Voting Power Owned By 850,000 Each Reporting 9 Sole Dispositive Power Person 2,000,700 With 10 Shared Dispositive Power 850,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,850,700 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 3.73% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 13 of 24 Pages This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, $0.001 par value per share (the "Shares"), of Sybase, Inc. (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D dated December 2, 1996 and Amendment No. 1 thereto dated January 1, 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 the recent acquisition of Shares for the accounts of Quantum Industrial Partners LDC ("QIP"), Quantum Partners LDC ("Quantum Partners"), Winston Partners II LDC ("Winston LDC") and Winston Partners II LLC ("Winston LLC"), as a result of which the percentage of Shares of which the Reporting Persons may be deemed to be the beneficial owner has increased by more than one percent. 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 on behalf of each of the following persons (collectively, the "Reporting Persons"): i) QIP; ii) QIH Management Investor, L.P. ("QIHMI"); iii) QIH Management, Inc. ("QIH Management"); iv) Soros Fund Management LLC ("SFM LLC"); v) George Soros ("Mr. Soros"); vi) Stanley F. Druckenmiller ("Mr. Druckenmiller"); vii) Winston LDC; viii) Winston LLC; ix) Chatterjee Advisors LLC ("Chatterjee Advisors") x) Chatterjee Management Company ("Chatterjee Management"); and xi) Purnendu Chatterjee ("Dr. Chatterjee"). Information concerning the executive officers and directors of QIH Management is attached hereto as Annex A and incorporated herein by reference. Updated information concerning the Managing Directors of SFM LLC is attached hereto as Annex B and incorporated herein by reference. Page 14 of 24 Pages Item 3. Source and Amount of Funds or Other Consideration. Quantum Partners expended approximately $10,827,082 of its working capital to purchase the Shares reported herein as being acquired since January 1, 1997, the date of the last filing by the Reporting Persons on Schedule 13D. QIP expended approximately $10,827,082 of its working capital to purchase the Shares reported herein as being acquired since January 1, 1997, the date of the last filing by the Reporting Persons on Schedule 13D. Winston LDC expended approximately $1,719,003 of its working capital to purchase the Shares reported herein as being acquired since January 1, 1997, the date of the last filing by the Reporting Persons on Schedule 13D. Winston LLC expended approximately $890,239 of its working capital to purchase the Shares reported herein as being acquired since January 1, 1997, the date of the last filing by the Reporting Persons on Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) (i) Each of QIP, QIHMI and QIH Management may be deemed beneficial owner of the 850,000 Shares held for the account of QIP (approximately 1.11% of the total number of Shares outstanding). (ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of 1,900,000 Shares (approximately 2.49% of the total number of Shares outstanding). This number consists of (A) 1,050,000 Shares held for the account of Quantum Partners, and (B) 850,000 Shares held for the account of QIP. (iii) Mr. Soros may be deemed the beneficial owner of 3,700,000 Shares (approximately 4.84% of the total number of Shares outstanding). This number consists of (A) 1,800,000 Shares held for his personal account, (B) 1,050,000 Shares held for the account of Quantum Partners, and (C) 850,000 Shares held for the account of QIP. (iv) Winston LDC may be deemed the beneficial owner of the 1,347,597 Shares currently held for its account (approximately 1.76% of the total number of Shares outstanding). (v) Winston LLC may be deemed the beneficial owner of the 653,103 Shares currently held for its account (approximately .85% of the total number of Shares outstanding). (vi) Each of Chatterjee Advisors and Chatterjee Management may be deemed the beneficial owner of 2,000,700 Shares (approximately 2.62% of the total number of Shares outstanding). This number consists of (A) 1,347,597 Shares held for the account of Winston LDC and (B) 653,103 Shares held for the account of Winston LLC. (vii) Dr. Chatterjee may be deemed the beneficial owner of 2,850,700 Shares (approximately 3.73% of the total number of Shares outstanding). This number consists of (A) 1,347,597 Shares held for the account of Winston LDC, (B) 653,103 Shares held for the account of Winston LLC and (C) 850,000 Shares held for the account of QIP. Page 15 of 24 Pages (b) (i) Each of QIP, QIHMI, QIH Management, SFM LLC (by virtue of the QIP contract), Mr. Soros (as result of his position with SFM LLC), Mr. Druckenmiller (as a result of his position with SFM LLC) and Dr. Chatterjee (as a result of his position as a sub-investment advisor to QIP with respect to the Shares) may be deemed to have the shared power to direct the voting and disposition of the 850,000 Shares held for the account of QIP. (ii) Pursuant to the contract between Quantum and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting and disposition of the 1,050,000 Shares held for the account of Quantum Partners. (iii) Pursuant to the contract between Quantum 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 1,050,000 Shares held for the account of Quantum Partners. (iv) Mr. Soros holds the sole power to vote and to dispose of the 1,800,000 Shares held for his personal account. (v) Each of Winston LDC, Chatterjee Advisors (as manager of Winston LDC), Chatterjee Management (as investment advisor to Winston LDC) and Dr. Chatterjee (as the person ultimately in control of both Chatterjee Advisors and Chatterjee Management) may be deemed to have the sole power to direct the voting and disposition of the 1,347,597 Shares held for the account of Winston LDC. (vi) Each of Winston LLC, Chatterjee Advisors (as manager of Winston LLC), Chatterjee Management (as investment advisor to Winston LLC) and Dr. Chatterjee (as the person ultimately in control of both Chatterjee Advisors and Chatterjee Management) may be deemed to have the sole power to direct the voting and disposition of the 653,103 Shares held for the account of Winston LLC. (c) Except for the transactions disclosed on Annex C 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 January 1, 1997, the date of the last filing, by any of the Reporting Persons or, to the best of the Reporting Persons' knowledge, any other persons identified in response to Item 2 of the Initial Statement. (d) (i) The shareholders of QIP, including Quantum Industrial Holdings Ltd., a British Virgin Islands international business 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 QIP in accordance with their ownership interests in QIP. (ii) Mr. Soros has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for his personal account. (iii) 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. Page 16 of 24 Pages (iv) The shareholders of Winston LDC, including Winston Partners II Offshore Ltd., a British Virgin Islands international business corporation, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Winston LDC in accordance with their ownership interests in Winston LDC. (v) The members of Winston LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Winston LLC in accordance with their ownership interests in Winston LLC. (e) Not applicable. Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares not held directly for the accounts of the SFM Clients and the account of QIP. Mr. Soros expressly disclaims beneficial ownership of any Shares not held directly for his account, the accounts of the SFM Clients and the account of QIP. Each of QIP, QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares not held directly for the account of QIP. Each of Winston LDC and Winston LLC expressly disclaims beneficial ownership of any Shares not held directly for its account. Each of Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial ownership of any Shares not held directly for the accounts of Winston LDC and Winston LLC. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares not held directly for the accounts of QIP, Winston LDC and Winston LLC. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Dr. Chatterjee has reached understandings with each of Quantum Partners and Mr. Soros pursuant to which Dr. Chatterjee will furnish to each of Quantum Partners and Mr. Soros recommendations concerning transactions in the Shares. It is contemplated by Quantum Partners that Dr. Chatterjee will share in any profits with respect to Shares held for the account of Quantum Partners and it is contemplated by Mr. Soros that Dr. Chatterjee will share in any profits or losses with respect to Shares held for the account of Mr. Soros. Except as described above, the Reporting Persons and SFM Clients do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. (a) 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 (filed as Exhibit A to Amendment No. 1 and incorporated herein by reference). (b) Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit B to Amendment No. 1 and incorporated herein by reference). (c) Joint Filing Agreement dated January 1, 1997 by and among QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros, Mr. Druckenmiller, Winston LDC, Winston LLC, Page 17 of 24 Pages Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee (filed as Exhibit C to Amendment No. 1 and incorporated herein by reference). (d) Power of Attorney dated May 23, 1996 granted by QIP in favor of Mr. Gary Gladstein and Mr. Sean Warren and Mr. Michael Neus (filed as Exhibit C to the Initial Statement and incorporated herein by reference). (e) Power of Attorney dated May 31, 1995 granted by Dr. Chatterjee in favor of Mr. Peter Hurwitz (filed as Exhibit D to the Initial Statement and incorporated herein by reference). (f) Power of Attorney dated October 25, 1996 granted by Winston Partners II LDC in favor of Mr. Peter A. Hurwitz (filed as Exhibit E to the Initial Statement and incorporated herein by reference). Page 18 of 24 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. Dated: February 3, 1997 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Vice President QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Vice President 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 Page 19 of 24 Pages STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Attorney-in-Fact WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Manager CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Manager CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Vice President PURNENDU CHATTERJEE By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Attorney-in-Fact Page 20 of 24 Pages ANNEX A Directors and Officers of Quantum Industrial Partners LDC Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. Netherlands Antilles Willemstad Managing Director corporations Curaco, (Netherlands Antilles) Netherlands Antilles Inter Caribbean Services Administrative services Citco Building Limited Wickhams Cay Secretary Road Town (British Virgin Islands) Tortola British Virgin Islands Directors and Officers of QIH Management, Inc. Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Gary Gladstein Managing Director of 888 Seventh Avenue Director and President SFM LLC 33rd Floor (United States) New York, New York 10106 Sean C. Warren Managing Director of 888 Seventh Avenue Director, Vice President SFM LLC 33rd Floor and Secretary New York, New York 10106 (United States) Peter Streinger Chief Financial Officer of 888 Seventh Avenue Treasurer SFM LLC 33rd Floor (United States) New York, New York 10106 Michael C. Neus Assistant General Counsel 888 Seventh Avenue Vice President and of SFM LLC 33rd Floor Assistant Secretary New York, New York 10106 (United States) To the best of the Reporting Persons' knowledge, except as set forth on Annex B: (a) None of the above persons hold any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. Page 21 of 24 Pages ANNEX B The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC, as well as the number of Shares, if any, held for the account of each: Number of Shares ---------------- Scott K. H. Bessent Walter Burlock Brian J. Corvese Jeffrey L. Feinberg Arminio Fraga Gary Gladstein..................................... 7,000 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) The consideration used for purchasing the Shares reported above was the personal funds of the Managing Director who purchased such Shares. (b) All of the Shares reported above were acquired for investment purposes. (c) The Managing Director (i) holds the Shares reported above as being held for his own account, (ii) has the sole power to vote or dispose of such Shares and has the right to receive the dividends from, or proceeds from the sale of, the Shares, and (iii) has not effected any transactions in the Shares since January 1, 1997, the date of the last filing on Schedule 13D by the Reporting Persons. (d) None of the Managing Directors has any contracts, arrangements, understandings or relationships with respect to the Shares. Page 22 of 24 Pages
ANNEX C RECENT TRANSACTIONS IN THE COMMON STOCK OF SYBASE, INC. Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- Quantum Partners LDC/1/ 1/02/97 BUY 3,200 17.008 1/02/97 BUY 9,375 17.000 1/06/97 BUY 3,750 17.000 1/06/97 BUY 26,850 17.003 1/07/97 BUY 84,375 16.881 1/07/97 BUY 9,375 16.855 1/08/97 BUY 2,025 17.023 1/09/97 BUY 2,425 17.022 1/10/97 BUY 775 17.022 1/14/97 BUY 18,750 18.000 1/14/97 BUY 30,000 18.018 1/15/97 BUY 10,225 18.002 1/15/97 BUY 18,750 17.938 1/16/97 BUY 6,150 18.023 1/22/97 BUY 9,150 18.023 1/27/97 BUY 72,500 17.258 1/27/97 BUY 11,100 17.332 1/27/97 BUY 75,000 17.041 1/28/97 BUY 1,600 17.770 1/28/97 BUY 20,300 17.701 1/28/97 BUY 72,500 17.605 1/29/97 BUY 25,000 17.250 1/29/97 BUY 27,000 17.220 1/30/97 BUY 8,400 17.347 1/30/97 BUY 2,500 17.270 1/30/97 BUY 12,500 17.332 1/30/97 BUY 25,000 17.312 1/31/97 BUY 29,750 17.250 1/31/97 BUY 6,600 17.273 Page 23 of 25 Pages Quantum Industrial Partners LDC/1/ 1/02/97 BUY 3,200 17.008 1/02/97 BUY 9,375 17.000 1/06/97 BUY 3,750 17.000 1/06/97 BUY 26,850 17.003 1/07/97 BUY 84,375 16.881 1/07/97 BUY 9,375 16.855 1/08/97 BUY 2,025 17.023 1/09/97 BUY 2,425 17.022 1/10/97 BUY 775 17.022 1/14/97 BUY 18,750 18.000 1/14/97 BUY 30,000 18.018 1/15/97 BUY 10,225 18.002 1/15/97 BUY 18,750 17.938 1/16/97 BUY 6,150 18.023 1/22/97 BUY 9,150 18.023 1/27/97 BUY 72,500 17.258 1/27/97 BUY 11,100 17.332 1/27/97 BUY 75,000 17.041 1/28/97 BUY 1,600 17.770 1/28/97 BUY 20,300 17.701 1/28/97 BUY 72,500 17.605 1/29/97 BUY 25,000 17.250 1/29/97 BUY 27,000 17.220 1/30/97 BUY 8,400 17.347 1/30/97 BUY 2,500 17.270 1/30/97 BUY 12,500 17.332 1/30/97 BUY 25,000 17.312 1/31/97 BUY 29,750 17.250 1/31/97 BUY 6,600 17.273 Winston Partners II LDC/2/ 1/02/97 BUY 1,300 17.008 1/02/97 BUY 4,200 17.000 1/06/97 BUY 1,700 17.000 1/06/97 BUY 12,000 17.003 1/07/97 BUY 37,400 16.881 1/07/97 BUY 4,200 16.855 1/08/97 BUY 900 17.023 1/09/97 BUY 1,125 17.022 1/10/97 BUY 375 17.022 1/14/97 BUY 8,375 18.000 1/14/97 BUY 13,400 18.018 1/15/97 BUY 4,600 18.002 1/15/97 BUY 8,375 17.938 1/16/97 BUY 1,350 18.023 Page 24 of 24 Pages Winston Partners II LLC/2/ 1/02/97 BUY 700 17.008 1/02/97 BUY 2,050 17.000 1/06/97 BUY 800 17.000 1/06/97 BUY 5,900 17.003 1/07/97 BUY 18,850 16.881 1/07/97 BUY 2,050 16.855 1/08/97 BUY 450 17.023 1/09/97 BUY 525 17.022 1/10/97 BUY 175 17.022 1/14/97 BUY 4,125 18.000 1/14/97 BUY 6,600 18.018 1/15/97 BUY 2,250 18.002 1/15/97 BUY 4,125 17.938 1/16/97 BUY 2,750 18.023 - ------------------- 1. Transactions effected at the direction of SFM LLC. 2. Transactions effected at the direction of Chatterjee Management.
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