-----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, WmsKDYixAmH/IUcTEuB5/+pevlwxBX1bW1u3gAx8Z+td1ykA9HFjMk/dHgccy6nh dvmT1CUL8ro45GGp9o3KtA== 0000950123-96-001759.txt : 19960419 0000950123-96-001759.hdr.sgml : 19960419 ACCESSION NUMBER: 0000950123-96-001759 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960418 SROS: NONE GROUP MEMBERS: JOSEPH U. BARTON GROUP MEMBERS: SOROS GEORGE 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: 96548369 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 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 AMENDMENT NO. 1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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. 399 Park Avenue New York, New York 10022 (212) 872-1000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 16, 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 11 Pages Exhibit Index: Page 10 2 SCHEDULE 13D CUSIP NO. 237654207 PAGE 2 OF 11 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in his capacity as the sole proprietor of Soros Fund Management) 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 282,000(1) 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 8.05% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------- (1) See Item 5. 3 SCHEDULE 13D CUSIP NO. 237654207 PAGE 3 OF 11 PAGES 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* 00 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 312,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 312,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 312,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 8.91% 14 Type of Reporting Person* IA, PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 237654207 PAGE 4 OF 11 PAGES 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* PF, OO 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 11,000 Shares Beneficially 8 Shared Voting Power Owned By 312,000 Each Reporting 9 Sole Dispositive Power Person 11,000 With 10 Shared Dispositive Power 312,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 323,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 9.22% 14 Type of Reporting Person* IN, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 237654207 PAGE 5 OF 11 PAGES 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* OO 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 312,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 312,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 312,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 8.91% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 Page 6 of 11 Pages This Amendment No. 1 to Schedule 13D relates to shares of common stock, $0.001 par value (the "Shares"), of Data Dimensions, Inc. (the "Issuer") and amends the initial statement on Schedule 13D dated April 15, 1996 (the "Initial Statement"). This Amendment No. 1 is being filed by the Reporting Persons to report the recent acquisition of Shares for the accounts of the White Rock Clients. Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as set forth herein. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Shares reported in Item 5(c) were purchased for the accounts of the White Rock Clients. The source of funds used to purchase the Shares for each of the White Rock Clients was the funds made available to White Rock for investment by such client. The source of the funds used for the acquisition of the Shares for the account of Quasar was the working capital of Quasar. The aggregate amount of funds used for purchases of the Shares by Quasar was $1,050,000. The source of the funds used for the acquisition of Shares for the account of Collins Capital was the working capital of Collins Capital. The aggregate amount of funds used for purchases of the Shares by Collins Capital was $150,000. The Shares held for the account of the Quasar may be held through margin accounts maintained with Arnhold and S. Bleichroeder, Inc. or other brokers, which extend margin credit to Quasar as and when required to open or carry positions in its margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firm's credit policies. The positions held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares which may be deemed to be beneficially owned by the Reporting Persons is 323,000 (approximately 9.22% of the total number of Shares outstanding). (i) All of the Reporting Persons other than Mr. Soros and Thomas U. Barton may be deemed the beneficial owner of 312,000 Shares (approximately 8.91% of the total number of Shares outstanding). This number consists of (i) 282,000 Shares held for the account of Quasar and (2) 30,000 Shares held for the account of Collins Capital. (ii) As a consequence of SFM's ability to terminate the White Rock Contract with respect to all investments held for the account of Quasar, including but not limited to those involving the Shares, and acquire the voting and dispositive power held by White Rock with respect to the Shares, notwithstanding that none of Mr. Soros, SFM or Quasar currently exercises voting or investment discretion over the Shares, Mr. Soros may be deemed to be the beneficial owner of the 282,000 Shares (approximately 8.05% of the total number of Shares outstanding) held for the account of Quasar. (iii) Thomas U. Barton may be deemed the beneficial owner of 323,000 Shares (approximately 9.22% of the total number of Shares outstanding). This number consists of (i) 11,000 Shares issuable upon exercise by Thomas U. Barton of the Barton Options currently held directly by him and (ii) the 312,000 Shares of which White Rock may be deemed beneficial owner. 7 Page 7 of 11 Pages (c) Except for the transactions listed in Annex A hereto which were made at the direction of Whiterock, there have been no transactions with respect to the Shares since April 12, 1996 (the date of the last transactions reported in the Initial Statement) by the Reporting Persons, SFM, Quasar or Collins Capital. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (b) Joint Filing Agreement, dated April 15, 1996, by and between Mr. George Soros, White Rock Capital, L.P., Mr. Thomas U. Barton and Joseph U. Barton (filed as Exhibit B to the Initial Statement and incorporated herein by reference). (c) Power of Attorney dated April 16, 1996 granted by Mr. George Soros in favor of Mr. Sean C. Warren. 8 Page 8 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: April 17, 1996 GEORGE SOROS /s/ Sean C. Warren By: -------------------------- Sean C. Warren Attorney-in-Fact Date: April 17, 1996 WHITE ROCK CAPITAL, L.P. /s/ Thomas U. Barton By: -------------------------- Thomas U. Barton General Partner /s/ Thomas U. Barton Date: April 17, 1996 ----------------------------------- Thomas U. Barton /s/ Joseph U. Barton Date: April 17, 1996 ----------------------------------- Joseph U. Barton 9 Page 9 of 11 Pages ANNEX A RECENT TRANSACTIONS IN THE COMMON STOCK OF DATA DIMENSIONS, INC.
NATURE OF NUMBER PRICE FOR THE ACCOUNT OF DATE OF PURCHASE TRANSACTION OF SHARES PER SHARE - ------------------ ---------------- ----------- --------- --------- Quasar 04/16/96 Purchase 35,000 $30.000 Collins Capital 04/16/96 Purchase 5,000 $30.000
10 Page 10 of 11 Pages INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- C Power of Attorney dated April 16, 1996 granted by Mr. George Soros in favor of Mr. Sean Warren. 10
EX-99.C 2 POWER OF ATTORNEY 1 Page 11 of 11 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of executing in my name, in my personal capacity or in my capacity as sole proprietor of Soros Fund Management, all documents, certificates, instruments, statements, filings and agreements ("documents") 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 this 16th day of April, 1996. /s/ George Soros --------------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----