-----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, VzjYiBkgyIQOd03pjPo9SflIwzUgq0XwlUL0tFh7hMFv6Bs6pxKUZKcFuyCpZrDL XIknJ3DfHxPkMf5rtuhvng== 0000921530-97-000121.txt : 19970710 0000921530-97-000121.hdr.sgml : 19970710 ACCESSION NUMBER: 0000921530-97-000121 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970709 SROS: NASD GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: JOSEPH U. BARTON GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER GROUP MEMBERS: THOMAS U. BARTON GROUP MEMBERS: WHITE ROCK CAPITAL, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATA DIMENSIONS INC CENTRAL INDEX KEY: 0000026990 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 060852458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08653 FILM NUMBER: 97638374 BUSINESS ADDRESS: STREET 1: 777 108TH AVENUE NE STREET 2: SUITE 2070 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 2066881000 MAIL ADDRESS: STREET 1: 777 108TH AVENUE NE SUITE 2070 CITY: BELLEVUE STATE: WA ZIP: 98004 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. 3 TO SCH 13D RE DATA DIMENSIONS INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* DATA DIMENSIONS, INC. ------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value ----------------------------------- (Title of Class of Securities) 237654207 -------------------- (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) July 2, 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 11 Pages Page 2 of 11 Pages SCHEDULE 13D CUSIP No. 237654207 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 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 525,400/1/ 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 4.54% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------- 1. See Item 5. Page 3 of 11 Pages SCHEDULE 13D CUSIP No. 237654207 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 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 525,400/1/ 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 4.54% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- 1. See Item 5. Page 4 of 11 Pages SCHEDULE 13D CUSIP No. 237654207 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 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 525,400/1/ 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 4.54% 14 Type of Reporting Person* IA SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- 1. See Item 5. Page 5 of 11 Pages SCHEDULE 13D CUSIP No. 237654207 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person White Rock Capital, L.P. 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 Texas 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 570,400 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 570,400 11 Aggregate Amount Beneficially Owned by Each Reporting Person 570,400 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 4.92% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 11 Pages SCHEDULE 13D CUSIP No. 237654207 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Thomas U. Barton 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 570,400 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 570,400 11 Aggregate Amount Beneficially Owned by Each Reporting Person 570,400 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 4.92% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 11 Pages SCHEDULE 13D CUSIP No. 237654207 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Joseph U. Barton 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 570,400 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 570,400 11 Aggregate Amount Beneficially Owned by Each Reporting Person 570,400 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 4.92% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 11 Pages This Amendment No. 3 to Schedule 13D relates to shares of Common Stock, $0.001 par value per share (the "Shares"), of Data Dimensions, Inc. (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D dated April 15, 1996 and all amendments thereto (collectively"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 certain of the Reporting Persons and Quasar Partners have disposed of Shares held for their respective accounts, and, as such, the Reporting Persons no longer may 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 shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 5. Interest in Securities of the Issuer. Quasar Partners previously entered into an investment advisory contract with White Rock Capital, L.P., a Texas limited partnership ("White Rock"), pursuant to which White Rock was granted investment discretion over certain funds of Quasar Partners (the "White Rock Contract"). The Shares currently held for the account of Quasar Partners were acquired at the direction of White Rock, and none of SFM LLC, Mr. Soros and Mr. Druckenmiller currently exercises voting or dispositive power over the Shares. (a) (i) As a consequence of SFM LLC's ability to terminate the White Rock Contract with respect to all investments, including those involving the Shares, and acquire voting and dispositive power over the Shares within 60 days, notwithstanding the fact that none of SFM LLC, Mr. Soros and Mr. Druckenmiller currently exercises such power, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed the beneficial owner of 525,400 Shares (approximately 4.54% of the total number of Shares outstanding). (ii) White Rock, Thomas U. Barton and Joseph U. Barton may be deemed the beneficial owner of 570,400 Shares (approximately 4.92% of the total number of Shares outstanding). This number consists of (1) 525,400 Shares held for the account of Quasar Partners and (2) 45,000 Shares held for the account of Collins Capital. (b) (i) White Rock, Thomas U. Barton and Joseph U. Barton are currently vested with shared power to direct the voting and disposition of the 525,400 Shares held for the account Quasar Partners as a result of the White Rock Contract and the positions of Thomas U. Barton and Joseph U. Barton as the general partners of White Rock. SFM LLC has the contractual authority on behalf of Quasar Partners to terminate the White Rock Contract within 60 days and, as a result, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to have the ability to acquire the voting and dispositive power held by White Rock with respect to the 525,400 Shares. (ii) White Rock, Thomas U. Barton and Joseph U. Barton are currently vested with shared power to direct the voting and disposition of the 45,000 Shares held for the account of Collins Capital. (c) Except as disclosed on Annex A attached hereto, there have Page 9 of 11 Pages been no transactions effected with respect to the Shares since May 10, 1997 (60 days prior to the date hereof) by Quasar Partners or by any of the Reporting Persons. All of the transactions listed on Annex A were executed in routine brokerage transactions in the over-the-counter market. (d) (i) The partners of Quasar Partners, including Quasar International Fund N.V., a Netherlands Antilles 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 Quasar Partners in accordance with their partnership interests in Quasar Partners. (ii) The partners of Collins Capital have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by Collins Capital in accordance with their partnership interests in Collins Capital. (e) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller ceased to be a beneficial owner of five percent or more of the outstanding Shares on July 2, 1997. Each of White Rock, Thomas U. Barton and Joseph U. Barton ceased to be a beneficial owner of five percent or more of the outstanding Shares on July 8, 1997. 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 the Initial Statement 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 the Initial Statement and incorporated herein by reference). C. Joint Filing Agreement dated January 1, 1997 by and among SFM LLC, Mr. Soros, Mr. Druckenmiller, White Rock, Thomas U. Barton and Joseph U. Barton (filed as Exhibit C to the Initial Statement and incorporated herein by reference). Page 10 of 11 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: July 9, 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 WHITE ROCK CAPITAL, L.P. By: /S/ THOMAS U. BARTON ----------------------------- Thomas U. Barton General Partner /S/ THOMAS U. BARTON ---------------------------------- Thomas U. Barton /S/ JOSEPH U. BARTON ---------------------------------- Joseph U. Barton Page 11 of 11 Pages
ANNEX A RECENT TRANSACTIONS IN THE COMMON STOCK OF DATA DIMENSIONS, INC. For the Date of Nature of Number of Price Per Share/ Account of Transaction Transaction Shares Price For Options - ---------- ----------- ----------- --------- ----------------- Quasar 5/13/97 Buy 5,000 30.812 Partners/1/ 5/15/97 Sell 15,000 29.749 5/15/97 Sell 25,000 29.999 5/27/97 Buy 10,000 27.750 5/30/97 Buy 5,000 30.375 6/12/97 Buy 5,000 26.750 7/02/97 Sell 380,000 24.349 7/08/97 Sell 40,000 22.999 7/08/97 Sell 5,000 23.311 Collins 5/15/97 Sell 5,000 29.749 Capital 5/30/97 Buy 5,000 30.375 6/12/97 Buy 5,000 26.75 6/26/97 Buy 15,000 22.625 6/26/97 Sell 35,000 23.124 7/2/97 Sell 20,000 24.349 Joseph 5/12/97 Buy 2,500 $3,200.00 (Call Options)2 Barton 5/13/97 Sell 2,000 $3,274.88 (Call Options)2 5/14/97 Sell 3,000 $5,362.32 (Call Options)2 5/14/97 Sell 3,500 $6,049.79 (Call Options)2 6/10/97 Buy 10,000 $1,975.00 (Call Options)2 6/10/97 Buy 5,000 $4,787.50 (Call Options)2 6/13/97 Buy 3,000 $7,744.50 (Call Options)2 6/17/97 Sell 3,000 $8,252.71 (Call Options)2 - -------- 1 Transactions effected at the direction of White Rock Capital, L.P. 2 Price paid or received for options in question.
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