-----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, J5IsYqm212wjuv1n18pTZ2Y9QCccRrzZzNPjXZ8FT98W7RIhImE+RrZ8KE0vQ81F I4Jv05JaTGdVBdK+qFEDXQ== 0000950123-96-000387.txt : 19960209 0000950123-96-000387.hdr.sgml : 19960209 ACCESSION NUMBER: 0000950123-96-000387 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960208 SROS: NONE GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: PURNENDU CHATTERJEE GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: S-C PHOENIX HOLDINGS L.L.C. GROUP MEMBERS: S-C PHOENIX PARTNERS GROUP MEMBERS: SOROS GEORGE GROUP MEMBERS: WINSTON PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX INFORMATION SYSTEMS CORP CENTRAL INDEX KEY: 0000792157 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133337797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44587 FILM NUMBER: 96512936 BUSINESS ADDRESS: STREET 1: 100 SECOND AVE SOUTH STREET 2: STE 1100 CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 8138947674 MAIL ADDRESS: STREET 1: 100 SECOND AVE STREET 2: STE 1100 CITY: ST PETERSBERG STATE: FL ZIP: 33701 FORMER COMPANY: FORMER CONFORMED NAME: DYNASTY TRAVEL GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CS PRIMO CORP DATE OF NAME CHANGE: 19910718 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 13D/A 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 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 6 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* PHOENIX INFORMATION SYSTEMS CORP. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 719077109 (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 31, 1996 (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 16 Pages Exhibit Index: none 2 SCHEDULE 13D CUSIP NO. 719077109 PAGE 2 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person S-C Phoenix Partners 2 Check the Appropriate Box If a Member of a Group* a. /x/ b. / / 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 New York 7 Sole Voting Power Number of 19,909,999 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 19,909,999 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,909,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 40.27% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 719077109 PAGE 3 OF 16 PAGES 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. /x/ b. / / 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 19,909,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 19,909,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,909,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 40.27% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 719077109 PAGE 4 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person S-C Phoenix Holdings, L.L.C. 2 Check the Appropriate Box If a Member of a Group* a. /x/ b. / / 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 19,909,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 19,909,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,909,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 40.27% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 719077109 PAGE 5 OF 16 PAGES 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. /x/ b. / / 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 19,909,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 19,909,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,909,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 40.27% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 719077109 PAGE 6 OF 16 PAGES 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. /x/ b. / / 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 19,909,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 19,909,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,909,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 40.27% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 SCHEDULE 13D CUSIP NO. 719077109 PAGE 7 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros 2 Check the Appropriate Box If a Member of a Group* a. /x/ b. / / 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 0 Shares Beneficially 8 Shared Voting Power Owned By 19,909,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 19,909,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,909,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 40.27% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 SCHEDULE 13D CUSIP NO. 719077109 PAGE 8 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Winston Partners, L.P. 2 Check the Appropriate Box If a Member of a Group* a. /x/ b. / / 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 0 Shares Beneficially 8 Shared Voting Power Owned By 19,909,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 19,909,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,909,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 40.27% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 9 SCHEDULE 13D CUSIP NO. 719077109 PAGE 9 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Chatterjee Fund Management, L.P. 2 Check the Appropriate Box If a Member of a Group* a. /x/ b. / / 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 19,909,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 19,909,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,909,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 40.27% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 10 SCHEDULE 13D CUSIP NO. 719077109 PAGE 10 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Purnendu Chatterjee 2 Check the Appropriate Box If a Member of a Group* a. /x/ b. / / 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 19,909,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 19,909,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,909,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 40.27% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 11 Page 11 of 16 Pages This Amendment No. 6 to Schedule 13D relates to the shares of Common Stock, $.01 par value (the "Shares"), of Phoenix Information Systems Corp. (the "Issuer") and amends the initial statement on Schedule 13D dated December 16, 1994 and all prior amendments thereto (collectively, the "Initial Statement"). This Amendment No. 6 is being filed to report the expiration of the Four Dollar Warrants (as previously defined in Amendment No. 5) without exercise thereof or consideration therefor. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Initial Statement. The information set forth in the Initial Statement is amended as set forth herein. ITEM 2. IDENTITY AND BACKGROUND. Updated information concerning the identity of the Managing Directors of SFM is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares of which each of the Reporting Persons may be deemed a beneficial owner is 19,909,999 (approximately 40.27% of the total number of Shares which would be outstanding assuming the exercise or conversion by Phoenix Partners of all of the convertible securities that it currently holds). This number consists of (i) 12,809,999 Shares held by Phoenix Partners, (ii) 4,000,000 Shares issuable to Phoenix Partners upon exercise of the 4,000,000 warrants presently exercisable by Phoenix Partners pursuant to the terms of the Warrant Agreement, (iii) the 2,500,000 Shares issuable to Phoenix Partners pursuant to the terms of the Second Warrant Agreement, and (iv) 600,000 Shares issuable upon exercise of the 600,000 warrants issued to Phoenix Partners pursuant to the Second Conversion Warrants. (c) Pursuant to the Four Dollar Warrant Agreement (as previously reported in Amendment No. 5), the Four Dollar Warrants could be exercised at $4.00 per Share for the period beginning on December 18, 1995 and ending on the earlier of (i) 120 days after December 18, 1995 and (ii) 25 business days subsequent to the Acquisition Date. The Acquisition Date occurred on December 22, 1995. As such, Phoenix Holdings and Quantum Industrial had until 25 business days subsequent to December 22, 1995 to exercise the Four Dollar Warrants. The Four Dollar Warrants were not exercised; therefore, on January 31, 1996, the Four Dollar Warrants expired. Consequently, Phoenix Holdings, Quantum Industrial, and any Reporting Person who may be deemed the beneficial owner of all the securities held by either Phoenix Holdings or Quantum Industrial, are no longer deemed the beneficial owners of the Four Dollar Warrants as previously reported in Amendment 5. The August Letter Agreement provided that if the System has not been installed in China in connection with an airline of comparable size to Hainan Airlines and/or the System is not operational within 90 days of August 3, 1995, the Issuer would issue to Phoenix Partners the 140,000 Additional Warrants. In consideration of the issuance of the Second Conversion Warrants, Phoenix Partners agreed that the Additional Warrants would be issued only on the condition that the System has not been installed in China in connection with an airline of comparable size to Hainan Airlines and/or the System is not operational on or before January 15, 1996. Discussions between the Issuer and Phoenix Partners are currently underway to determine whether this condition has been met in full. Thus the 140,000 Additional Warrants have not yet been received and the Shares into which the Additional Warrants would be convertible are not reported herein. 12 Page 12 of 16 Pages Pursuant to the September Letter Agreement, Phoenix Partners purchased a Tranche D Note in the principal amount of $1,200,000 and converted such Tranche D Note into 1,200,000 Shares at a conversion price of $1.00 per Share. However, if the Issuer were to fail to meet certain operational targets by January 15, 1996, the conversion price would be adjusted so that the conversion will be deemed to have occurred at a lower price, with an absolute minimum conversion price of $0.60 per Share. Upon any deemed change in the conversion price in the Tranche D Note purchased and converted on September 15, 1995, the Issuer will issue to Phoenix Partners certificates representing such additional Shares. Discussions between the Issuer and Phoenix Partners are currently underway to determine whether the operational targets have been met in full. Thus there has been no adjustment in the conversion price and the Shares which would be received as a result of any decrease in conversion price are not reported herein. Except for the expiration of the Four Dollar Warrants described above in response to this Item 5(c) (and pending resolution of the matters referenced in the previous two paragraphs), there have been no transactions in the Shares effected since December 12, 1995 (the most recent filing on Schedule 13D). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (a) Joint Filing Agreement, dated as of December 16, 1994 by and between S-C Phoenix Partners, S-C Phoenix Holdings, L.L.C., Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Mr. George Soros, Winston Partners, L.P., Chatterjee Fund Management, L.P. and Dr. Purnendu Chatterjee (filed as Exhibit A to the Initial Statement and incorporated herein by reference). (b) Power of Attorney dated December 16, 1994 granted by Quantum Industrial Partners LDC in favor of Mr. Sean Warren (filed as Exhibit B to the Initial Statement and incorporated herein by reference). (c) Power of Attorney dated October 27, 1994 granted by Mr. George Soros in favor of Mr. Sean Warren (filed as Exhibit C to the Initial Statement and incorporated herein by reference). (d) Power of Attorney dated November 18, 1994 granted by Winston Partners, L.P. in favor of Mr. Peter A. Hurwitz (filed as Exhibit J to Amendment No. 1 to the Initial Statement and incorporated herein by reference). (e) Power of Attorney dated November 18, 1994 granted by Chatterjee Fund Management, L.P. in favor of Mr. Peter A. Hurwitz (filed as Exhibit K to Amendment No. 1 to the Initial Statement and incorporated herein by reference). (f) Power of Attorney dated November 18, 1994 granted by Dr. Purnendu Chatterjee in favor of Mr. Peter A. Hurwitz (filed as Exhibit L to Amendment No. 1 to the Initial Statement and incorporated herein by reference). (g) Warrant Agreement dated December 7, 1995 between S-C Phoenix Holdings, L.L.C., Quantum Industrial Partners LDC and Phoenix Information Systems Corp. (filed as Exhibit W to Amendment No. 5 to the Initial Statement and incorporated herein by reference). 13 Page 13 of 16 Pages (h) Letter Agreement dated August 3, 1995 between S-C Phoenix Partners and Phoenix Information Systems Corp. (filed as Exhibit O to Amendment No. 3 to the Initial Statement and incorporated herein by reference). (i) Letter Agreement dated September 15, 1995 between S-C Phoenix Partners and Phoenix Information Systems Corp. (filed as Exhibit S to Amendment No. 4 to the Initial Statement and incorporated herein by reference). 14 Page 14 of 16 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 7, 1996 S-C PHOENIX PARTNERS By: S-C Phoenix Holdings, L.L.C. By: /s/ Sean C. Warren ----------------------------------- Sean C. Warren Manager Date: February 7, 1996 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren ------------------------------------------- Sean C. Warren Attorney-in-Fact Date: February 7, 1996 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., general partner By: /s/ Sean C. Warren ----------------------------------- Sean C. Warren Vice President Date: February 7, 1996 QIH MANAGEMENT, INC. By: /s/ Sean C. Warren ------------------------------------------ Sean C. Warren Vice President Date: February 7, 1996 S-C PHOENIX HOLDINGS, L.L.C. By: /s/ Sean C. Warren ------------------------------------------- Sean C. Warren Manager 15 Page 15 of 16 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 7, 1996 GEORGE SOROS By: /s/ Sean C. Warren -------------------------------- Sean C. Warren Attorney-in-Fact Date: February 7, 1996 WINSTON PARTNERS, L.P. By: /s/ Peter A. Hurwitz -------------------------------- Peter A. Hurwitz Attorney-in-Fact Date: February 7, 1996 CHATTERJEE FUND MANAGEMENT, L.P. By: /s/ Peter A. Hurwitz -------------------------------- Peter A. Hurwitz Attorney-in-Fact Date: February 7, 1996 PURNENDU CHATTERJEE By: /s/ Peter A. Hurwitz -------------------------------- Peter A. Hurwitz Attorney-in-Fact 16 Page 16 of 16 Pages ANNEX A The following is a list of all of the persons who serve as Managing Directors of Soros Fund Management ("SFM"): Scott K. H. Bessent Walter Burlock Stanley Druckenmiller Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Elizabeth Larson 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, and each has a business address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106. During the past five years, none of the above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a result of which any such persons has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. -----END PRIVACY-ENHANCED MESSAGE-----