-----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, AON4hvDSwDmzcRZ/SAMf1Kutn2Y0Tbeq6g+dGHUW0whYc3JEsvbEl8urOQry2BNB y+OoLdfRu6MQytzNe54wOg== 0000921530-97-000081.txt : 19970423 0000921530-97-000081.hdr.sgml : 19970423 ACCESSION NUMBER: 0000921530-97-000081 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970421 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: 97584393 BUSINESS ADDRESS: STREET 1: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5109223500 MAIL ADDRESS: STREET 1: 6475 CHRISTIE AVE 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 AMENDMENT NO. 3 TO 13D RE SYBASE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 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 23 Pages Page 2 of 23 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* 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 Cayman Islands 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 579,600 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 579,600 11 Aggregate Amount Beneficially Owned by Each Reporting Person 579,600 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .74% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 23 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* 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 0 Shares Beneficially 8 Shared Voting Power Owned By 579,600 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 579,600 11 Aggregate Amount Beneficially Owned by Each Reporting Person 579,600 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .74% 14 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 23 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* 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 0 Shares Beneficially 8 Shared Voting Power Owned By 579,600 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 579,600 11 Aggregate Amount Beneficially Owned by Each Reporting Person 579,600 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .74% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 23 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* 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 716,200 Shares Beneficially 8 Shared Voting Power Owned By 579,600 Each Reporting 9 Sole Dispositive Power Person 716,200 With 10 Shared Dispositive Power 579,600 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,295,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.65% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 23 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* PF 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 1,295,800 Each Reporting 9 Sole Dispositive Power Person 1,800,000 With 10 Shared Dispositive Power 1,295,800 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,095,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 3.95% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 23 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* 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 1,295,800 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,295,800 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,295,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.65% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 23 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 1,706,747 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,706,747 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,706,747 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.18% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 23 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 837,553 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 837,553 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 837,553 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.07% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 23 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 2,544,300 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,544,300 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,544,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 3.24% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 23 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 2,544,300 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,544,300 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,544,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 3.24% 14 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 23 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 2,544,300 Shares Beneficially 8 Shared Voting Power Owned By 579,600 Each Reporting 9 Sole Dispositive Power Person 2,544,300 With 10 Shared Dispositive Power 579,600 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,123,900 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 3.98% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 13 of 23 Pages This Amendment No. 3 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. 3 supplementally amends the initial statement on Schedule 13D dated December 2, 1996 and all amendments thereto (collectively, the "Initial Statement") filed by certain of the Reporting Persons (as defined herein). This Amendment No. 3 is being filed by the Reporting Persons to report that (i) as a result of recent dispositions of Shares from accounts managed by certain of the Reporting Persons, on April 11, 1997, the number of Shares (the "Prior Amount") of which the Reporting Persons may be deemed to be the beneficial owners had decreased by more than one percent of the outstanding Shares and (ii) as a result of subsequent acquisitions of Shares after that date for the accounts of certain Reporting Persons, the number of Shares of which the Reporting Persons currently may be deemed the beneficial owners has increased from the Prior Amount. 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) 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) George Soros ("Mr. Soros"); vi) Stanley F. Druckenmiller ("Mr. Druckenmiller"); vii) Winston Partners II LDC ("Winston LDC"); viii) Winston Partners II LLC ("Winston LLC"); ix) Chatterjee Advisors LLC ("Chatterjee Advisors"); x) Chatterjee Management Company ("Chatterjee Management"); and xi) Purnendu Chatterjee ("Dr. Chatterjee"). Updated information concerning the Managing Directors of SFM LLC is attached hereto as Annex A and incorporated herein by reference. Page 14 of 23 Pages Item 3. Source and Amount of Funds or Other Consideration. Mr. Soros expended approximately $8,140,258 of his personal funds to purchase the Shares reported herein as being acquired in the last 60 days. Winston LDC expended approximately $5,392,587 of its working capital to purchase the Shares reported herein as being acquired in the last 60 days. Winston LLC expended approximately $2,768,620 of its working capital to purchase the Shares reported herein as being acquired in the last 60 days. Item 5. Interest in Securities of the Issuer. (a) (i) Each of QIP, QIHMI and QIH Management may be deemed beneficial owner of the 579,600 Shares held for the account of QIP (approximately .74% of the total number of Shares outstanding). (ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of 1,295,800 Shares (approximately 1.65% of the total number of Shares outstanding). This number consists of (A) 716,200 Shares held for the account of Quantum Partners, and (B) 579,600 Shares held for the account of QIP. (iii) Mr. Soros may be deemed the beneficial owner of 3,095,800 Shares (approximately 3.95% of the total number of Shares outstanding). This number consists of (A) 1,800,000 Shares held for his personal account, (B) 716,200 Shares held for the account of Quantum Partners, and (C) 579,600 Shares held for the account of QIP. (iv) Winston LDC may be deemed the beneficial owner of the 1,706,747 Shares currently held for its account (approximately 2.18% of the total number of Shares outstanding). (v) Winston LLC may be deemed the beneficial owner of the 837,553 Shares currently held for its account (approximately 1.07% of the total number of Shares outstanding). Page 15 of 23 Pages (vi) Each of Chatterjee Advisors and Chatterjee Management may be deemed the beneficial owner of 2,544,300 Shares (approximately 3.24% of the total number of Shares outstanding). This number consists of (A) 1,706,747 Shares held for the account of Winston LDC and (B) 837,553 Shares held for the account of Winston LLC. (vii) Dr. Chatterjee may be deemed the beneficial owner of 3,123,900 Shares (approximately 3.98% of the total number of Shares outstanding). This number consists of (A) 1,706,747 Shares held for the account of Winston LDC, (B) 837,553 Shares held for the account of Winston LLC and (C) 579,600 Shares held for the account of QIP. (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 579,600 Shares held for the account of QIP. (ii) Pursuant to 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 716,200 Shares held for the account of Quantum Partners. (iii) Pursuant to 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 716,200 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 1,706,747 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 837,553 Shares held for the account of Winston LLC. (c) Except for the transactions disclosed on Annex B 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 February 20, 1997 (60 days prior to the date hereof) 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. Page 16 of 23 Pages (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. (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. Page 17 of 23 Pages Item 7. Material to be Filed as Exhibits. (a) Power of Attorney dated as of January 1, 1997 granted by Mr. 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, 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 23 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: April 21, 1997 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ SEAN C. WARREN -------------------------------------- Sean C. Warren Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ SEAN C. WARREN --------------------------------- Sean C. Warren Vice President QIH MANAGEMENT, INC. By: /S/ SEAN C. WARREN -------------------------------------- Sean C. Warren Vice President SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN -------------------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ SEAN C. WARREN -------------------------------------- Sean C. Warren Attorney-in-Fact Page 19 of 23 Pages STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN -------------------------------------- Sean C. Warren 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 23 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, 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 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) 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 February 20, 1997, 60 days prior to the date hereof 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 21 of 23 Pages
ANNEX B 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/ 04/08/97 Sale 13,800 14.976 04/09/97 Sale 21,300 13.999 04/09/97 Sale 14,600 13.992 04/10/97 Sale 7,400 12.665 04/10/97 Sale 33,500 12.664 04/10/97 Sale 6,600 12.664 04/10/97 Sale 6,600 12.664 04/10/97 Sale 6,600 12.664 04/10/97 Sale 10,300 12.663 04/10/97 Sale 36,900 13.032 04/11/97 Sale 8,400 12.961 04/11/97 Sale 6,600 12.961 04/11/97 Sale 4,800 12.961 04/11/97 Sale 22,600 12.962 04/11/97 Sale 9,450 12.961 04/11/97 Sale 9,350 12.963 04/11/97 Sale 13,150 12.724 04/11/97 Sale 22,350 12.724 04/14/97 Sale 7,100 12.999 04/14/97 Sale 8,400 12.924 04/14/97 Sale 18,400 12.999 04/14/97 Sale 17,100 12.999 04/15/97 Sale 11,025 13.124 04/15/97 Sale 3,175 13.124 04/15/97 Sale 14,300 12.994 Quantum Industrial Partners LDC/1/ 04/08/97 Sale 9,450 14.976 04/08/97 Sale 1,650 14.976 04/09/97 Sale 17,250 13.999 04/09/97 Sale 3,600 13.992 04/09/97 Sale 8,200 13.992 04/10/97 Sale 48,050 12.664 04/10/97 Sale 9,450 12.664 04/10/97 Sale 18,675 13.032 04/10/97 Sale 11,225 13.032 04/11/97 Sale 7,525 12.961 04/11/97 Sale 42,075 12.962 04/11/97 Sale 28,750 12.724 04/14/97 Sale 5,800 12.999 04/14/97 Sale 4,000 12.924 04/14/97 Sale 2,800 12.924 04/14/97 Sale 6,575 12.999 Page 22 of 23 Pages 04/14/97 Sale 3,200 12.999 04/14/97 Sale 9,375 12.999 04/14/97 Sale 3,750 12.999 04/14/97 Sale 5,900 12.999 04/15/97 Sale 11,500 13.124 04/15/97 Sale 9,450 12.994 04/15/97 Sale 2,150 12.993 Winston Partners II LDC/2/ 04/16/97 Buy 9,300 14.125 04/17/97 Buy 131,100 14.708 04/17/97 Buy 3,300 14.395 04/17/97 Buy 36,000 14.511 04/18/97 Buy 164,150 15.399 04/18/97 Buy 1,900 15.332 04/18/97 Buy 13,400 15.500 Winston Partners II LLC/2/ 04/16/97 Buy 4,600 14.125 04/17/97 Buy 69,300 14.708 04/17/97 Buy 1,700 14.395 04/17/97 Buy 19,000 14.511 04/18/97 Buy 82,250 15.399 04/18/97 Buy 1,000 15.332 04/18/97 Buy 6,600 15.500 George Soros 04/08/97 Sale 23,600 14.976 04/09/97 Sale 23,950 13.992 04/09/97 Sale 1,150 13.993 04/09/97 Sale 5,100 13.999 04/09/97 Sale 16,500 13.999 04/09/97 Sale 3,400 13.999 04/09/97 Sale 3,400 13.999 04/09/97 Sale 3,400 13.999 04/09/97 Sale 4,650 13.999 04/10/97 Sale 2,250 12.665 04/10/97 Sale 2,200 12.666 04/10/97 Sale 10,440 12.665 04/10/97 Sale 12,500 12.664 04/10/97 Sale 9,500 12.664 04/10/97 Sale 84,650 12.664 04/10/97 Sale 63,200 13.032 04/11/97 Sale 63,900 12.962 04/11/97 Sale 23,000 12.962 04/11/97 Sale 17,800 12.961 04/11/97 Sale 4,650 12.724 04/11/97 Sale 42,500 12.724 04/11/97 Sale 5,000 12.723 04/11/97 Sale 8,600 12.725 04/14/97 Sale 12,100 12.999 04/14/97 Sale 5,600 12.924 Page 23 of 23 Pages 04/14/97 Sale 8,700 12.924 04/14/97 Sale 16,300 12.999 04/14/97 Sale 2,600 12.998 04/14/97 Sale 7,500 12.999 04/14/97 Sale 2,500 13.000 04/14/97 Sale 20,700 12.999 04/14/97 Sale 11,100 12.999 04/15/97 Sale 24,300 13.124 04/15/97 Sale 24,400 12.994 04/16/97 Buy 10,000 13.957 04/16/97 Buy 300,000 14.164 04/16/97 Buy 225,000 14.407 04/16/97 Buy 36,100 14.125 - ------------------- /1/ Transactions effected at the direction of SFM LLC. /2/ Transactions effected at the direction of Chatterjee Management.
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