View:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* PROTEIN DESIGN LABS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 74369L103 ------------------------- (CUSIP Number) March 6, 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) [X] Rule 13d-1(c) [ ] 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 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). CUSIP No. 74369L103 13G 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 963,700 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 963,700 WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 963,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.29% 12 TYPE OF REPORTING PERSON* OO, IA *SEE INSTRUCTION BEFORE FILLING OUT! 2 CUSIP No. 74369L103 13G 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 -0- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 963,700 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 8 SHARED DISPOSITIVE POWER 963,700 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 963,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.29% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! 3 CUSIP No. 74369L103 13G 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 350,100 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 963,700 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 350,100 WITH 8 SHARED DISPOSITIVE POWER 963,700 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,313,800 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.21% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! 4 CUSIP No. 74369L103 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Duquesne Capital Management, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION PENNSYLVANIA 5 SOLE VOTING POWER 350,100 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 350,100 WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,100 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.92% 12 TYPE OF REPORTING PERSON* OO, IA *SEE INSTRUCTION BEFORE FILLING OUT! 5 Item 1(a) Name of Issuer: -------------- Protein Design Labs, Inc. (the "Issuer") Item 1(b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 2375 Garcia Avenue Mountain View, California 94043 Items 2(a) Name of Person Filing: --------------------- This Statement is filed on behalf of the following persons (collectively, the "Reporting Persons"): i) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"); ii) Mr. George Soros ("Mr. Soros"); iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and iv) Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC"). This Statement relates to Shares (as defined herein) held for the accounts of Quantum Partners and the Duquesne LLC Clients (each as defined herein). SFM LLC, a Delaware limited liability company, serves as principal investment manager to Quantum Partners LDC, a Cayman Islands exempted duration company ("Quantum Partners") and, as such, has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum 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. Mr. Druckenmiller also owns a 75% interest in, and is the sole managing member of, Duquesne LLC, an investment advisory firm that serves as a discretionary investment advisor to a limited number of institutional clients (the "Duquesne LLC Clients"). 6 Item 2(b) Address of Principal Business Office: ------------------------------------ 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. The address of the principal business office of Duquesne LLC is 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591. Item 2(c) Citizenship: ----------- i) SFM LLC is a Delaware limited liability company; ii) Mr. Soros is a United States citizen; iii) Mr. Druckenmiller is a United States citizen; and iv) Duquesne LLC is a Pennsylvania limited liability company. Item 2(d) Title of Class of Securities: ---------------------------- Common Stock, par value $0.01 per share (the "Shares") Item 2(e) CUSIP Number: ------------ 74369L103 Item 3 Not Applicable Item 4. Ownership: --------- Item 4(a) Amount Beneficially Owned: ------------------------- As of March 5, 1998, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: i) SFM LLC and Mr. Soros and may be deemed to be the beneficial owner of the 963,700 Shares held for the account of Quantum Partners. ii) Mr. Druckenmiller may be deemed the beneficial owner of 1,313,800 Shares. This number consists of (A) 963,700 Shares held for the account of Quantum Partners and (B) 350,100 Shares held for the accounts of the Duquesne LLC Clients. 7 iii) Duquesne LLC may be deemed the beneficial owner of the 350,100 Shares held for the accounts of the Duquesne LLC Clients. Item 4(b) Percent of Class: ---------------- i) The number of Shares of which SFM LLC and Mr. Soros may be deemed to be the beneficial owner constitutes approximately 5.29% of the total number of Shares outstanding. ii) The number of Shares of which Mr. Druckenmiller may be deemed to be the beneficial owner constitutes approximately 7.21% of the total number of Shares outstanding. iii) The number of Shares of which Duquesne LLC may be deemed to be the beneficial owner constitutes approximately 1.92% the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: -------------------------------------------- SFM LLC ------- (i) Sole power to vote or to direct the vote: 963,700 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 963,700 (iv) Shared power to dispose or to direct the disposition of: -0- Mr. Soros --------- (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or to direct the vote: 963,700 (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose or to direct the disposition of: 963,700 8 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 350,100 (ii) Shared power to vote or to direct the vote: 963,700 (iii) Sole power to dispose or to direct the disposition of: 350,100 (iv) Shared power to dispose or to direct the disposition of: 963,700 Duquesne LLC ------------ (i) Sole power to vote or to direct the vote: 350,100 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 350,100 (iv) Shared power to dispose or to direct the disposition of: -0- Item 5 Ownership of Five Percent or Less of a Class: -------------------------------------------- Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: -------------------------------------------------------- The shareholders of Quantum Partners, including Quantum Fund N.V., a Netherlands Antilles company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. The Duquesne LLC Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held for their accounts. Each of SFM LLC and Mr. Soros expressly disclaims beneficial ownership of any Shares held for the accounts of the Duquesne LLC Clients. Duquesne LLC expressly disclaims beneficial ownership of any Shares held for the account of Quantum Partners. 9 Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: -------------------------------------------- Not Applicable Item 8 Identification and Classification of Members of the Group: --------------------------------------------------- Not Applicable Item 9 Notice of Dissolution of Group: ------------------------------ Not Applicable Item 10 Certification: ------------- By signing below each signatory certifies that, to the best of his/its 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. 10 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 6, 1998 SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus -------------------------------- Michael C. Neus Assistant General Counsel Dated: March 6, 1998 GEORGE SOROS By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Attorney-in-Fact Dated: March 6, 1998 STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Attorney-in-Fact Dated: March 6, 1998 DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner ------------------------------- Gerald Kerner Managing Director 11 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean Warren and Mr. Michael Neus. B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean Warren and Mr. Michael Neus. C. Joint Filing Agreement dated March 6, 1998 by and among Soros Fund Management LLC, Mr. George Soros and Mr. Stanley F. Druckenmiller and Duquesne Capital Management, L.L.C.
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 ("documents") to be filed with or delivered to any foreign or domestic or 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 the 1st day of January, 1997. /s/ George Soros ---------------------------------------- GEORGE SOROS
EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, 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 Lead Portfolio Manager of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic or 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 the 1st day of January, 1997. /s/ Stanley F. Druckenmiller ------------------------------------- STANLEY F. DRUCKENMILLER
EXHIBIT C JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Protein Design Labs, Inc., dated as of March 6, 1998 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated: March 6, 1998 SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Assistant General Counsel Dated: March 6, 1998 GEORGE SOROS By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Attorney-in-Fact Dated: March 6, 1998 STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Attorney-in-Fact Dated: March 6, 1998 DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner ------------------------------- Gerald Kerner Managing Director