-----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, M011uFR514V97XmrdQAS24Za1mQ6AkwDSoWmvtT+omdO0JqX6bbq/j/It33CwSY3 l4Q/dbHPDE0tjY8gjo5lBw== 0000921530-99-000053.txt : 19990215 0000921530-99-000053.hdr.sgml : 19990215 ACCESSION NUMBER: 0000921530-99-000053 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLINICOR INC CENTRAL INDEX KEY: 0000941818 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 880309093 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-50419 FILM NUMBER: 99538207 BUSINESS ADDRESS: STREET 1: 1717 WEST SIXTH STREET SUITE 400 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123443300 MAIL ADDRESS: STREET 1: 1717 WEST SIXTH STREET SUITE 400 CITY: AUSTIN STATE: TX ZIP: 78703 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 13G/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 13G/A 1 AMENDMENT #1 SCHEDULE 13G RE CLINICOR, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CLINICOR, INC. ______________ (Name of Issuer) Common Stock, $0.001 Par Value ______________________________ (Title of Class of Securities) 18726M106 ______________ (CUSIP Number) December 31, 1998 ______________________________________ (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). Continued on following page(s) Page 1 of 8 SCHEDULE 13G CUSIP No. 18726M106 Page 2 of 8 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 283,334 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 283,334 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 283,334 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.36% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 18726M106 Page 3 of 8 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 283,334 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 283,334 9 Aggregate Amount Beneficially Owned by Each Reporting Person 283,334 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.36% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 18726M106 Page 4 of 8 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 283,334 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 283,334 9 Aggregate Amount Beneficially Owned by Each Reporting Person 283,334 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.36% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 8 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) Soros Fund Management LLC ("SFM LLC"); ii) Mr. George Soros ("Mr. Soros"); and iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"). This statement relates to shares of common stock of the Issuer (the "Shares") held for the account of Quasar International Partners C.V., a Netherlands Antilles limited partnership ("Quasar Partners"). SFM LLC acts as principal investment manager to Quasar Partners. Mr. Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a Member of the Management Committee of SFM LLC. Pursuant to a combination of Quasar International Fund N.V. ("Quasar Fund") with and into Quantum Industrial Holdings Ltd. ("QIH") effective February 1, 1999, portfolio investments previously held indirectly by Quasar Fund were transferred to, and are held indirectly by, QIH. SFM LLC is principal investment manager to both Quasar Partners and QIH, and remains the principal investment manager of such portfolio investments. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of SFM LLC, Mr. Soros, and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. Page 6 of 8 Pages Item 2(c) Citizenship: i) SFM LLC is a Delaware limited liability company; ii) Mr. Soros is a citizen of the United States; and iii) Mr. Druckenmiller is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, $0.001 par value. 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: As of December 31, 1998, the number of Shares which may be deemed to have been beneficially owned by each of the Reporting Persons was as follows: i) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to have been the beneficial owner of 283,334 Shares held for the account of Quasar Partners (this number assumes the conversion of 425 Class B Convertible Preferred Shares, no par value, to 283,334 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 6.36% 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 7 of 8 Pages Item 4(c) Number of shares as to which such person had: SFM LLC (i) Sole power to vote or to direct the vote: 283,334 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 283,334 (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: 283,334 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 283,334 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 securities, including the Shares held for the account of Quasar Partners in accordance with their partnership interest 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. Item 10. Certification: This Item 10 is not applicable. Page 8 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: February 12, 1999 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS -------------------------------- Michael C. Neus Assistant General Counsel Date: February 12, 1999 GEORGE SOROS By: /S/ MICHAEL C. NEUS -------------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS -------------------------------- Michael C. Neus Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----