-----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, HvKujZR/3HDGyNySY/GzkjpnY+A+ly46NsKoFTW+VJyeRceUatj6LItXv8QxRO1G QE2ofE5l47asmDSbHR2N7Q== 0000921530-96-000089.txt : 19961203 0000921530-96-000089.hdr.sgml : 19961203 ACCESSION NUMBER: 0000921530-96-000089 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961202 SROS: NASD GROUP MEMBERS: CHATTERJEE ADVISORS LLC GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: DR. PURNENDU CHATTERJEE GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS GEORGE GROUP MEMBERS: WINSTON PARTNERS II LDC GROUP MEMBERS: WINSTON PARTNERS II LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYBASE INC CENTRAL INDEX KEY: 0000768262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942951005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43245 FILM NUMBER: 96675004 BUSINESS ADDRESS: STREET 1: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5109223500 MAIL ADDRESS: STREET 2: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 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 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 1 SYBASE INC'S 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SYBASE INC. ---------------------------------- (Name of Issuer) Common Stock, $.001 Par Value -------------------------------------- (Title of Class of Securities) 871130100 --------------- (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) November 21, 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 32 Pages Exhibit Index: Page 26 - ----------------- ** A filing fee is not being paid with this statement pursuant to SEC Release No. 33-7331 whereby the filing fee has been eliminated for Schedule 13D. SCHEDULE 13D CUSIP No. 871130100 Page 2 of 32 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MR. GEORGE SOROS (in the capacities described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* PF; 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 2,088,200 Shares Beneficially 8 Shared Voting Power Owned By 88,200 Each Reporting 9 Sole Dispositive Power Person 2,088,200 With 10 Shared Dispositive Power 88,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,176,400 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.85% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 871130100 Page 3 of 32 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. [_] 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 Cayman Islands 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 88,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 88,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 88,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .12% 14 Type of Reporting Person* IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 871130100 Page 4 of 32 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. [_] 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 88,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 88,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 88,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .12% 14 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 871130100 Page 5 of 32 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. [_] 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 88,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 88,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 88,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .12% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 871130100 Page 6 of 32 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS II LDC 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 Cayman Islands 7 Sole Voting Power Number of 1,174,697 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,174,697 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,174,697 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.54% 14 Type of Reporting Person* IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 871130100 Page 7 of 32 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS II LLC 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 Delaware 7 Sole Voting Power Number of 584,103 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 584,103 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 584,103 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .76% 14 Type of Reporting Person* IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 871130100 Page 8 of 32 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE ADVISORS 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 1,758,800 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,758,800 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,758,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.30% 14 Type of Reporting Person* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 871130100 Page 9 of 32 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE MANAGEMENT COMPANY 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 1,758,800 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,758,800 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,758,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.30% 14 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 871130100 Page 10 of 32 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person DR. PURNENDU CHATTERJEE (in the capacities 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) [x] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 1,758,800 Shares Beneficially 8 Shared Voting Power Owned By 88,200 Each Reporting 9 Sole Dispositive Power Person 1,758,800 With 10 Shared Dispositive Power 88,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,847,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.42% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 32 Pages This Statement on Schedule 13D (the "Statement") relates to shares of Common Stock, $.001 par value per share (the "Shares"), of Sybase Inc. (the "Issuer"). This Statement is being filed by the Reporting Persons (as defined below) to report recent acquisitions of Shares of the Issuer as a result of which the Reporting Persons may be deemed to be the beneficial owners of more than 5% of the outstanding Shares. ITEM 1. SECURITY AND ISSUER. This Statement relates to the Shares. The address of the principal executive offices of the Issuer is 6475 Christie Avenue, Emeryville, California 94608. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Mr. George Soros ("Mr. Soros"), in his individual capacity, in his capacity as the sole proprietor of SFM (as defined below) and in his capacity as sole stockholder of QIH Management, Inc.; (ii) Quantum Industrial Partners LDC ("QIP"); (iii) QIH Management Investor, L.P. ("QIHMI"); (iv) QIH Management, Inc. ("QIH Management"); (v) Winston Partners II LDC ("Winston LDC"); (vi) Winston Partners II LLC ("Winston LLC"); (vii) Chatterjee Advisors LLC ("Chatterjee Advisors"); (viii) Chatterjee Management Company ("Chatterjee Management"); and (ix) Dr. Purnendu Chatterjee ("Dr. Chatterjee"), in his capacity as a sub-investment advisor to QIP and in his capacity as the person ultimately in control of each of Chatterjee Advisors and Chatterjee Management. The Reporting Persons Mr. Soros, QIP, QIHMI and QIH Management - ---------------------------------------- Mr. Soros is filing this Statement in his capacity as (a) an individual investor; (b) the sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management ("SFM") and; (c) the sole stockholder of QIH Management. SFM is a sole proprietorship of which Mr. Soros is the sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its principal business is to serve, pursuant to contract, Page 12 of 32 Pages as the principal investment manager to several foreign investment companies (the "SFM Clients"), including Quantum Fund N.V. ("Quantum Fund"), the principal operating subsidiary of which is Quantum Partners LDC ("Quantum Partners"). Each of Quantum Fund, a Netherlands Antilles company, and Quantum Partners, a Cayman Islands exempted limited duration company, has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Quantum Fund has granted investment discretion to SFM pursuant to an investment advisory contract with SFM. SFM's contracts with the SFM Clients, including Quantum Fund, generally provide that SFM is responsible for designing and implementing the SFM Clients' overall investment strategies; for conducting direct portfolio management strategies to the extent that SFM determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of the SFM Clients; and for allocating and reallocating the SFM Clients' assets among the outside managers and itself. The principal occupation of Mr. Soros, a United States citizen, is his direction of the activities of SFM, which is carried out in his capacity as the sole proprietor of SFM at SFM's principal office. Information concerning the identity and background of the Managing Directors of SFM is set forth in Annex A hereto and incorporated by reference in response to this Item 2. Pursuant to regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Soros (as the sole proprietor and the person ultimately in control of SFM) may be deemed a beneficial owner of securities, including the Shares, held for the account of Quantum Partners as a result of the contractual authority of SFM to exercise investment discretion with respect to such securities. During the past five years, none of Mr. Soros, Quantum Partners and, to the best knowledge of the Reporting Persons, any person identified in Annex A hereto has been: (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which any of them 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 violation with respect to such laws. QIP is a Cayman Islands exempted limited duration company with its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The principal business of QIP is investment in securities. Current information concerning the identity and background of the directors and officers of QIP is set forth in Annex B hereto, which is incorporated by reference in response to this Item 2. The majority of the outstanding shares of QIP are held by Quantum Industrial Holdings Ltd., a British Virgin Islands international business company ("QIH"). The principal business of QIH is investment and trading in securities and other assets, both directly and indirectly through its investment in QIP. The principal address of QIH is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. QIHMI, a Delaware limited partnership, is vested with investment discretion with respect to the portfolio assets held for the account of QIP pursuant to the constituent documents of QIP. The principal business of QIHMI is to provide management and advisory services to, and to invest in, QIP. QIH Management, a Delaware corporation of which Mr. Soros is the sole stockholder, is the sole general partner of QIHMI. The principal business of QIH Management is to serve as the sole general partner of QIHMI. QIHMI and QIH Management have their principal offices at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. QIHMI, by reason of its investment discretion over the securities owned by QIP, and QIH Management, as the sole general partner of QIHMI, may each be deemed the beneficial owner of securities (including the Shares) held for the account of QIP for purposes of Section 13(d) of the Act. Page 13 of 32 Pages Mr. Soros is the sole stockholder and person ultimately in control of QIH Management. Pursuant to regulations promulgated under Section 13(d) of the Act, Mr. Soros (as the sole stockholder and the person ultimately in control of QIH Management, the sole general partner of QIHMI) may be deemed a beneficial owner of securities (including Shares) held for the account of QIP. During the past five years, none of QIP, QIHMI, QIH Management and, to the best knowledge of the Reporting Persons, any person identified in Annex B hereto has been (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which any of them 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 violation with respect to such laws. Winston LDC, Winston LLC, Chatterjee Advisors and Chatterjee Management - ----------------------------------------------------------------------- Winston LDC is a Cayman Islands exempted limited duration company with its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Winston LDC was organized as the operating unit of Winston Partners II Offshore Ltd., an open-end investment company incorporated in the British Virgin Islands ("Winston Offshore"). Winston Offshore invests all of its assets in Winston LDC, and is the largest shareholder in Winston LDC. Chatterjee Advisors and Chatterjee Fund Investors LDC (an affiliate of Chatterjee Advisors) are also shareholders of Winston LDC. The principal business of Winston LDC is investing in securities. Winston LLC is a limited liability company formed under the laws of the State of Delaware with its principal office at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Chatterjee Advisors and Chatterjee Fund Investors LDC ("Chatterjee Investors", an affiliate of Chatterjee Advisors) are also shareholders of Winston LLC. The principal business of Winston LLC is investing in securities. Chatterjee Advisors, a Delaware limited liability company that is managed and controlled by Dr. Chatterjee, serves as the manager, and is responsible for supervising the operations, of each of Winston LDC and Winston LLC. The principal office of Chatterjee Advisors is located at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Chatterjee Management, a Delaware corporation that is managed and controlled by Dr. Chatterjee, serves as investment advisor to each of Winston LDC and Winston LLC pursuant to investment management contracts between Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston LLC. As such, Chatterjee Management has full discretion and authority to make investments in securities (including the Shares) on behalf of each of Winston LDC and Winston LLC. The principal office of Chatterjee Management is located at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Chatterjee Advisors, as the manager of each of Winston LDC and Winston LLC, and by reason of its ability as manager to terminate the contractual relationship of Winston LDC and Winston LLC with Chatterjee Management within 60 days, and Chatterjee Management, by reason of its voting and dispositive power over securities held for the accounts of Winston LDC and Winston LLC, may each be deemed to be the beneficial owner of securities (including the Shares) held for the account of each of Winston LDC and Winston LLC for purposes of Section 13(d) of the Act. During the past five years, none of Winston LDC, Winston LLC, Chatterjee Advisors, Chatterjee Management, Chatterjee Investors and Winston Offshore has been: (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which any of them 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 violation with respect to such laws. Page 14 of 32 Pages Dr. Chatterjee - -------------- The principal occupation of Dr. Chatterjee, a United States citizen, is as an investment manager. Dr. Chatterjee has his principal place of business at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Pursuant to regulations promulgated under Section 13(d) of the Act, Dr. Chatterjee (as manager and the person ultimately in control of Chatterjee Advisors and Chatterjee Management) may be deemed to be the beneficial owner of securities held for the account of each of Winston LDC and Winston LLC. In addition, by virtue of his position as a sub-investment advisor to QIP, Dr. Chatterjee may be deemed to be a beneficial owner of Shares held for the account of QIP. On January 13, 1993, the Securities and Exchange Commission (the "Commission") filed a civil complaint in the United States District Court for the District of Massachusetts against certain defendants, including Dr. Chatterjee, wherein the Commission alleged that Dr. Chatterjee engaged in conduct in violation of, or aided and abetted certain alleged violations of, Sections 10(b) and 14(e) of the Act and certain rules promulgated thereunder. Dr. Chatterjee settled the Commission's action on the same date it was filed without admitting or denying the allegations of the complaint. Dr. Chatterjee consented to the entry of a Final Judgment restraining and enjoining him from, inter alia, violating, or aiding and abetting violations of, Sections 10(b) and 14(e) of the Act and the rules promulgated thereunder. Dr. Chatterjee also agreed to pay a civil penalty of $643,855. During the past five years, Dr. Chatterjee, has not been convicted in any criminal proceeding. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Soros expended approximately $10,174,448 of his personal funds to purchase the Shares which are reported herein as having been purchased for his account over the last 60 days. Quantum Partners expended approximately $1,496,491 of its working capital to purchase the Shares which are reported herein as having been purchased for its account over the last 60 days. QIP expended approximately $1,496,491 of its working capital to purchase the Shares which are reported herein as having been purchased for its account over the last 60 days. Winston LDC expended approximately $7,461,537 of its working capital to purchase the Shares which are reported herein as having been purchased for its account over the last 60 days. Winston LLC expended approximately $3,707,187 of its working capital to purchase the Shares which are reported herein as having been purchased for its account over the last 60 days. The Shares held for the accounts of the Reporting Persons and Quantum Partners may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their 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 4. PURPOSE OF TRANSACTION. All of the Shares reported herein as having been acquired for the accounts of the Reporting Persons and Quantum Partners were acquired for investment purposes. Neither the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the other individuals identified in response to Item 2, has any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire additional securities of the Issuer, to dispose of such securities at any time or to formulate other Page 15 of 32 Pages purposes, plans, or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) (i) The aggregate number of Shares of which Mr. Soros may be deemed beneficial owner is 2,176,400 (approximately 2.85% of the total number of Shares outstanding). This number includes (A) 1,800,000 Shares held for Mr. Soros' personal account, (B) 288,200 Shares held for the account of Quantum Partners, and (C) 88,200 Shares held for the account of QIP. (ii) The aggregate number of Shares of which each of QIP, QIHMI and QIH Management may be deemed beneficial owner is 88,200. The 88,200 Shares are held for the account of QIP. (iii) The aggregate number of Shares of which Winston LDC may be deemed beneficial owner is 1,174,697 (approximately 1.54% of the total number of Shares outstanding). (iv) The aggregate number of Shares of which Winston LLC may be deemed beneficial owner is 584,103 (approximately .76% of the total number of Shares outstanding). (v) The aggregate number of Shares of which each of Chatterjee Advisors and Chatterjee Management may be deemed beneficial owner is 1,758,800 (approximately 2.30% of the total number of Shares outstanding). This number consists of (i) 1,174,697 Shares held for the account of Winston LDC, and (ii) 584,103 Shares held for the account of Winston LLC. (vi) The aggregate number of Shares of which Dr. Chatterjee may be deemed beneficial owner is 1,847,000 (approximately 2.42% of the total number of Shares outstanding). This number consists of (i) 1,174,697 Shares held for the account of Winston LDC, (ii) 584,103 Shares held for the account of Winston LLC, and (iii) 88,200 Shares held for the account of QIP. In addition, 7,000 Shares are held for the account of Mr. Gary Gladstein, a Managing Director of SFM. Mr. Gladstein hereby expressly disclaims (1) any group status for Section 13(d) purposes with any of the Reporting Persons, and (2) beneficial ownership of any Shares of which the Reporting Persons may be deemed the beneficial owners. Each Reporting Person expressly disclaims beneficial ownership of any Shares not directly held for their individual accounts or over which they do not have voting or investment discretion. (b) (i) Mr. Soros has the sole power to vote and dispose of the 1,800,000 Shares held for his account. (ii) Pursuant to the terms of the contract between Quantum Partners and SFM, Mr. Soros, in his capacity as sole proprietor of SFM may be deemed to have sole power to direct the voting and disposition of securities held for the account of Quantum Partners, including the 288,200 Shares held for the account of Quantum Partners. (iii) QIP may be deemed to have shared power to direct the voting and disposition of the securities that are held for its account, including the 88,200 Shares. Each of QIHMI, QIH Management, Mr. Soros (in his capacity as sole stockholder of QIH Management, the sole general partner of QIHMI) and Dr. Chatterjee (in his capacity as a sub-investment advisor to QIP) may be deemed to have the shared power to direct the voting and disposition of the securities held for the account of QIP, including the Shares. Page 16 of 32 Pages (iv) Each of Winston LDC and Winston LLC may be deemed to have the sole power to vote and dispose of the Shares held for its separate account. Such powers will be exercised by Dr. Chatterjee, in his capacity as the person ultimately in control of both Chatterjee Advisors and Chatterjee Management. (c) A schedule (the "Schedule") identifying all transactions in the Shares effected for the account of each of Mr. Soros, Quantum Partners, QIP, Winston LDC and Winston LLC since October 2, 1996 (sixty days prior to the date hereof) is included as Annex C hereto and is incorporated by reference in response to this Item 5(c). Each of the transactions was executed in conventional brokerage transactions in the over-the-counter market. Included in the Schedule are covers of short sales of the Shares made for the accounts of Quasar International Partners C.V. ("Quasar") and Quota Fund N.V. ("Quota"), both of which had granted investment discretion to SFM, pursuant to separate investment advisory contracts, which, in turn, granted investment discretion to Furman-Selz LLC. Because of the short sale covers made on behalf of Quasar and Quota within the past 60 days, none of the accounts of Quasar and Quota currently hold any Shares. Therefore, their positions are not reported herein. Except for the transactions listed in Annex C, and as otherwise disclosed in this Item 5(c), there have been no transactions in the Shares since October 2, 1996 (sixty days prior to the date hereof) by any of the Reporting Persons or other persons identified in response to Item 2 herein. (d) (i) Mr. Soros has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held by Mr. Soros. (ii) The shareholders of Quantum Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held by Quantum Partners in accordance with their ownership interests in Quantum Partners. (iii) The shareholders of QIP have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held by QIP in accordance with their ownership interests in QIP. (iv) The shareholders of Winston LDC have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities held by Winston LDC in accordance with their ownership interests in Winston LDC. (v) The shareholders of Winston LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held by Winston LLC in accordance with their ownership interests in Winston LLC. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. From time to time, each of the Reporting Persons and Quantum Partners may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights Page 17 of 32 Pages and to retain dividends during the term of the loan. From time to time to the extent permitted by applicable laws, the Reporting Persons and Quantum Partners may borrow securities, including the Shares, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as disclosed above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Power of Attorney, dated April 16, 1996, granted by Mr. George Soros in favor of Mr. Sean C. Warren. (b) Joint Filing Agreement, dated as of December 2, 1996, by and among Mr. Soros, QIP, QIHMI, QIH Management, Winston LDC, Winston LLC, Chatterjee Advisory, Chatterjee Management and Dr. Chatterjee. (c) Power of Attorney, dated May 23, 1996, granted by QIP in favor of Mr. Gary Gladstein and Mr. Sean Warren and Mr. Michael Neus. (d) Power of Attorney, dated May 31, 1995, granted by Dr. Chatterjee in favor of Mr. Peter Hurwitz. (e) Power of Attorney, dated October 25, 1996, granted by Winston Partners II LDC in favor of Mr. Peter A Hurwitz. Page 18 of 32 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: December 2, 1996 GEORGE SOROS By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Attorney-in-Fact Date: December 2, 1996 QUANTUM INDUSTRIAL PARTNERS, LDC By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Attorney-in-Fact Date: December 2, 1996 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. its Sole General Partner By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Vice President Date: December 2, 1996 QIH MANAGEMENT, INC. By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Vice President Date: December 2, 1996 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Attorney-in-Fact Page 19 of 32 Pages Date: December 2, 1996 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Manager Date: December 2, 1996 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Manager Date: December 2, 1996 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Vice President Date: December 2, 1996 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Attorney-in-Fact Page 20 of 32 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. Page 21 of 32 Pages
ANNEX B DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL PARTNERS LDC Name/Title/Citizenship Principal Occupation Business Address Curacao Corporation Company N.V. Managing Director of Netherlands Kaya Flamboyan 9 Managing Director Antilles corporation Willemstad Curacao, Netherlands Antilles Netherlands Antilles Inter Caribbean Services Limited Administrative services Citco Building Secretary Wickhams Cay British Virgin Islands) Road Town Tortola British Virgin Islands
Page 22 of 32 Pages
ANNEX C RECENT TRANSACTION IN THE SHARES OF SYBASE INC. Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share - ------------------ ----------- ----------- ---------------- --------------- George Soros 10/03/96 Buy 12,500 14.000 10/03/96 Buy 12,500 13.613 10/17/96 Buy 75,000 18.415 10/17/96 Buy 25,000 18.895 10/17/96 Buy 100,000 18.825 10/17/96 Buy 500 18.148 10/18/96 Buy 30,000 18.229 10/18/96 Buy 25,000 17.750 10/18/96 Buy 10,000 17.625 10/18/96 Buy 73,400 18.465 10/21/96 Buy 15,800 19.480 10/21/96 Buy 38,400 19.520 10/22/96 Buy 17,500 19.179 10/22/96 Buy 68,100 18.833 10/22/96 Buy 25,000 19.375 10/23/96 Buy 5,000 18.875 10/23/96 Buy 2,300 18.625 10/23/96 Buy 14,000 18.679
Page 23 of 32 Pages
ANNEX C (continued) RECENT TRANSACTION IN THE SHARES OF SYBASE INC. Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share - ------------------ ----------- ----------- ---------------- --------------- Quantum Partners LDC 11/20/96 Buy 9,450 16.585 11/21/96 Buy 22,500 17.000 11/05/96 Buy 56,250 17.018 Quasar International Partners C.V. 10/04/96 Short Sale Cover 3,000 14.411 10/07/96 Short Sale Cover 2,500 15.745 10/18/96 Short Sale 7,000 18.127 11/08/96 Short Sale Cover 3,500 16.475 11/11/96 Short Sale Cover 3,500 16.949 Quota Fund 10/04/96 Short Sale Cover 3,000 14.438 10/07/96 Short Sale Cover 2,500 15.745 10/18/96 Short Sale 7,000 18.127 11/08/96 Short Sale Cover 3,500 16.475 11/11/96 Short Sale Cover 3,500 16.949 QIP 11/20/96 Buy 9,450 16,585 11/21/96 Buy 22,500 17.000 11/21/96 Buy 56,250 17.018
Page 24 of 32 Pages
ANNEX C (continued) RECENT TRANSACTION IN THE SHARES OF SYBASE INC. Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share - ------------------ ----------- ----------- ---------------- --------------- Winston Partners II LDC 10/03/96 Buy 8,300 14.000 10/03/96 Buy 8,300 13.613 10/17/96 Buy 50,250 18.415 10/17/96 Buy 16,750 18.895 10/17/96 Buy 67,000 18.825 10/17/96 Buy 335 18.148 10/18/96 Buy 20,000 18.229 10/18/96 Buy 16,700 17.750 10/18/96 Buy 6,700 17.625 10/18/96 Buy 48,900 18.465 10/21/96 Buy 10,500 19.480 10/21/96 Buy 25,600 19.520 10/22/96 Buy 11,700 19.179 10/22/96 Buy 45,400 18.833 10/22/96 Buy 16,700 19.375 10/23/96 Buy 3,300 18.875 10/23/96 Buy 1,500 18.625 10/23/96 Buy 9,400 18.679 11/20/96 Buy 4,200 16.585 11/21/96 Buy 10,050 17.000 11/21/96 Buy 25,125 17.018
Page 25 of 32 Pages
ANNEX C (continued) RECENT TRANSACTION IN THE SHARES OF SYBASE INC. Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share - ------------------ ----------- ----------- ---------------- --------------- Winston Partners II LLC 10/03/96 Buy 4,200 14.000 10/03/96 Buy 4,200 13.613 10/17/96 Buy 25,750 18.415 10/17/96 Buy 8,250 18.895 10/17/96 Buy 33,000 18.825 10/17/96 Buy 165 18.148 10/18/96 Buy 10,000 18.229 10/18/96 Buy 8,300 17.750 10/18/96 Buy 3,300 17.625 10/18/96 Buy 24,400 18.465 10/21/96 Buy 5,300 19.480 10/21/96 Buy 12,800 19.520 10/22/96 Buy 5,800 19.179 10/22/96 Buy 22,700 18.833 10/22/96 Buy 8,300 19.375 10/23/96 Buy 1,700 18.875 10/23/96 Buy 800 18.625 10/23/96 Buy 4,700 18.679 11/20/96 Buy 2,100 16.585 11/21/96 Buy 4,950 17.000 11/21/96 Buy 12,375 17.018
Page 26 of 32 Pages INDEX OF EXHIBITS A Power of Attorney, dated April 16, 1996, granted by Mr. George Soros in favor of Mr. Sean C. Warren. B Joint Filing Agreement, dated as of December 2, 1996, by and among Mr. Soros, QIP, QIHMI, QIH Management, Winston LDC, Winston LLC, Chatterjee Advisory, Chatterjee Management and Dr. Chatterjee. C Power of Attorney, dated May 23, 1996, granted by QIP in favor of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus. D Power of Attorney, dated May 31, 1995, granted by Dr. Chatterjee in favor of Mr. Peter Hurwitz. E Power of Attorney, dated October 25, 1996, granted by Winston Partners II LDC in favor of Mr. Peter A Hurwitz. EX-24 2 EXHIBIT A-POWER OF ATTORNEY Page 27 of 32 Pages EXHIBIT A 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 of April, 1996. /s/ George Soros ---------------------------------- GEORGE SOROS EX-99 3 EXHIBIT B-JOINT FILING AGREEMENT Page 28 of 32 Pages EXHIBIT B JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Sybase Inc. dated December 2, 1996 and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: December 2, 1996 GEORGE SOROS By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Attorney-in-Fact Date: December 2, 1996 QUANTUM INDUSTRIAL PARTNERS, LDC By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Attorney-in-Fact Date: December 2, 1996 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. its Sole General Partner By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Vice President Date: December 2, 1996 QIH MANAGEMENT, INC. By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Vice President Page 29 of 32 Pages Date: December 2, 1996 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ------------------------------- Peter Hurwitz Attorney-in-Fact Date: December 2, 1996 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC its Manager By: /S/ PETER HURWITZ ------------------------------- Peter Hurwitz Manager Date: December 2, 1996 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ ------------------------------- Peter Hurwitz Manager Date: December 2, 1996 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ ------------------------------- Peter Hurwitz Vice President Date: December 2, 1996 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ------------------------------- Peter Hurwitz Attorney-in-Fact EX-24 4 EXHIBIT C-POWER OF ATTORNEY Page 30 of 32 Pages EXHIBIT C QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), an exempted limited duration company existing and operating under the laws of the Cayman Islands does, pursuant to a duly adopted resolution of its Managing Director, hereby designate, constitute and appoint: GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS acting, singly and not jointly, as its true and lawful agent and attorney in fact for the purpose of executing in its name, 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. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd day of May, 1996. QUANTUM INDUSTRIAL PARTNERS LDC Curacao Corporation Company N.V. Managing Director EX-24 5 EXHIBIT D-POWER OF ATTORNEY Page 31 of 32 Pages EXHIBIT D POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make, constitute and appoint PETER HURWITZ as my agent and attorney in fact for the purpose of executing in my name or in my personal capacity 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 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 13(d)-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 31st day of May, 1995. /s/ Purnendu Chatterjee -------------------------- PURNENDU CHATTERJEE EX-24 6 EXHIBIT E-POWER OF ATTORNEY Page 32 of 32 Pages EXHIBIT E POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned, Winston Partners II LDC (the "Company"), a Cayman Islands exempted limited duration company, hereby makes, constitutes and appoints PETER A. HURWITZ as the Company's agent and attorney in fact for the purpose of executing on behalf of the Company, 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 the Company. IN WITNESS WHEREOF, the Company has executed this instrument this 25th day of October, 1996. WINSTON PARTNERS II LDC By: /s/ Kieran Conroy /s/ Wiekert Weber -------------------------------------------- Name: Kieran Conroy / Wiekert Weber -----END PRIVACY-ENHANCED MESSAGE-----