-----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, BEW8c55slCvQAJOgT163UcFziebmCdaPO4GojHLE4sWxEMgyx3zrmDujlJHqg1s7 c7Jy9D4L8HYtCVbNUgtY8g== 0000921530-00-000033.txt : 20000215 0000921530-00-000033.hdr.sgml : 20000215 ACCESSION NUMBER: 0000921530-00-000033 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERWORLD CORP CENTRAL INDEX KEY: 0001060326 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133818716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58131 FILM NUMBER: 537409 BUSINESS ADDRESS: STREET 1: 395 HUDSON STREET STREET 2: 6TH FL CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2123012500 MAIL ADDRESS: STREET 1: 395 HUDSON STREET STREET 2: 6TH FL CITY: NEW YORK STATE: NY ZIP: 10014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13G 1 SC 13G RE INTERWORLD CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d- 1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* INTERWORLD CORPORATION ______________________ (Name of Issuer) Common Stock, $0.01 Par Value _______________________________ (Title of Class of Securities) 46114Q108 _______________ (CUSIP Number) December 31, 1999 _____________________________________ (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 Pages Exhibit Index: Page 7 SCHEDULE 13G CUSIP No. 46114Q108 Page 2 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 2,338,265 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,338,265 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,338,265 /1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 8.59% 12 Type of Reporting Person* IN /1/ Position as of February 10, 2000. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 8 Pages Item 1(a) Name of Issuer: InterWorld Corporation (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 395 Hudson Street, 16th Floor, New York, New York, 10104. Item 2(a) Name of Person Filing: This statement is filed on behalf of Mr. George Soros ("Mr. Soros"). This statement relates to Shares (as defined herein) held in Mr. Soros' personal account and Shares held for the account of the Open Society Institute, a New York trust ("OSI"). Mr. Soros serves as a trustee of OSI. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, New York, 10106. Item 2(c) Citizenship: Mr. Soros is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value (the "Shares"). Item 2(e) CUSIP Number: 46114Q108 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 February 10, 2000, Mr. Soros may be deemed to be the beneficial owner of 2,338,265 Shares. This number consists of (a) 107,265 Shares held for his personal account and (b) 2,231,000 Shares held for the account of OSI. Page 4 of 8 Pages Item 4(b) Percent of Class: The number of shares of which Mr. Soros may be deemed to have been the beneficial owner constitutes approximately 8.59% of the total number of shares outstanding. Item 4(c) Number of shares as to which such person had: Mr. Soros --------- (i) Sole power to vote or to direct the vote: 2,338,265 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,338,265 (iv) Shared power to dispose or to direct the disposition of: 0 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: (i) Mr. Soros has the sole right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for his personal account. (ii) OSI has the sole right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for its account. The inclusion of Shares held for the accounts of OSI shall not be an admission that Mr. Soros has or may be deemed to have had beneficial ownership of such Shares. 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. Page 5 of 8 Pages Item 10. Certification: By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 6 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 10, 2000 GEORGE SOROS By: /S/ MICHAEL C. NEUS ------------------------------- Michael C. Neus Attorney-in-Fact Page 7 of 8 Pages EXHIBIT INDEX Page ---- A. Power of Attorney dated January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus......................................... 8 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 8 of 8 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements (Adocuments@) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of January, 1997. /s/George Soros ----------------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----