-----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, CGaHAgJwGfxI3EDc+B/1+W2T0fwrL5lQu+YyiQhZHrYLeQmpWmZisASFwwbKxD/M zl0APuky0QLhACHUfxXx6g== /in/edgar/work/20000707/0000921530-00-000141/0000921530-00-000141.txt : 20000920 0000921530-00-000141.hdr.sgml : 20000920 ACCESSION NUMBER: 0000921530-00-000141 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000707 GROUP MEMBERS: GABRIEL NECHAMKIN GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: LIEF D. ROSENBLATT GROUP MEMBERS: MARK SONNINO GROUP MEMBERS: SATELLITE ASSET MANAGEMENT, L.P. GROUP MEMBERS: SATELLITE FUND MANAGEMENT LLC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN TRAFFIC CO CENTRAL INDEX KEY: 0000077155 STANDARD INDUSTRIAL CLASSIFICATION: [5411 ] IRS NUMBER: 250716800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-20956 FILM NUMBER: 669375 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SRYACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: 8145369900 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 0001.txt AMEND #1 TO SCH 13D RE THE PENN TRAFFIC COMPANY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* THE PENN TRAFFIC COMPANY ------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share ------------------------------------------- (Title of Class of Securities) 707832200 ------------------ (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 2000 ---------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 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 18 Pages Exhibit Index: Page 16 Page 2 of 18 Pages SCHEDULE 13D CUSIP No. 707832200 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 Source of Funds* Not Applicable 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 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,032,768/1/ 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 44.92% 14 Type of Reporting Person* OO; IA - --------------- /1/ See Item 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 18 Pages SCHEDULE 13D CUSIP No. 707832200 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 Source of Funds* Not Applicable 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 9,032,768/1/ 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 44.92% 14 Type of Reporting Person* IA - --------------- /1/ See Item 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 18 Pages SCHEDULE 13D CUSIP No. 707832200 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person STANLEY F. DRUCKENMILLER 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not Applicable 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 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 18 Pages SCHEDULE 13D CUSIP No. 707832200 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SATELLITE ASSET MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not Applicable 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 9,032,768 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 9,032,768 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,032,768 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 44.92% 14 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 18 Pages SCHEDULE 13D CUSIP No. 707832200 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SATELLITE FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not Applicable 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 9,032,768 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 9,032,768 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,032,768 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 44.92% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 18 Pages SCHEDULE 13D CUSIP No. 707832200 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MARK SONNINO (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* Not Applicable 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 20,000 Shares Beneficially 8 Shared Voting Power Owned By 9,032,768 Each Reporting 9 Sole Dispositive Power Person 20,000 With 10 Shared Dispositive Power 9,032,768 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,052,768 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 45.02% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 18 Pages SCHEDULE 13D CUSIP No. 707832200 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person LIEF D. ROSENBLATT (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not Applicable 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 20,000 Shares Beneficially 8 Shared Voting Power Owned By 9,032,768 Each Reporting 9 Sole Dispositive Power Person 20,000 With 10 Shared Dispositive Power 9,032,768 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,052,768 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 45.02% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 18 Pages SCHEDULE 13D CUSIP No. 707832200 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GABRIEL NECHAMKIN (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not Applicable 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 20,000 Shares Beneficially 8 Shared Voting Power Owned By 9,032,768 Each Reporting 9 Sole Dispositive Power Person 20,000 With 10 Shared Dispositive Power 9,032,768 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,052,768 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 45.02% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 18 Pages This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the "Shares"), of The Penn Traffic Company (the "Issuer"). This Amendment No. 1 supplementally amends the initial statement on Schedule 13D, dated August 9, 1999 (the "Initial Statement"), filed by the Reporting Persons. This Amendment No. 1 is being filed by the Reporting Persons to report that, as of July 1, 2000, Mr. Druckenmiller ceased to be the Lead Portfolio Manager of SFM LLC, and accordingly no longer may be deemed the beneficial owner of the securities reported herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Fund Management LLC ("SFM LLC"); ii) Mr. George Soros ("Mr. Soros"); iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); iv) Satellite Asset Management, L.P. ("Satellite LP"); v) Satellite Fund Management LLC ("Satellite LLC"); vi) Mr. Mark Sonnino ("Mr. Sonnino"); vii) Mr. Lief D. Rosenblatt ("Mr. Rosenblatt"); and viii) Mr. Gabriel Nechamkin ("Mr. Nechamkin"). This Statement relates to the Shares held for the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), and Quota Fund N.V., a Netherlands Antilles corporation ("Quota"). The Reporting Persons As of July 1, 2000, Mr. Druckenmiller ceased to be the Lead Portfolio Manager of, and is no longer employed by, SFM LLC. Mr. Druckenmiller no longer may be deemed to have investment discretion over the securities held for the account of Quantum Partners or Quota. As a result, Mr. Druckenmiller no longer may be deemed the beneficial owner of securities held for the account of Quantum Partners or Quota, and, as of July 1, 2000, is no longer a Reporting Person. Effective as of July 1, 2000, as a result of a reorganization of SFM LLC, the Management Committee has been eliminated and there are no longer any Managing Directors. The business of SFM LLC is managed by Mr. Soros, in his capacity as Chairman and President. Page 11 of 18 Pages Item 5. Interest in Securities of the Issuer. (a) (i) As a consequence of SFM LLC's ability to terminate the Quantum Partners - Satellite Contract and the Quota-Satellite Contract with respect to the investment in the Shares held for the account of each of Quantum Partners and Quota, and acquire voting and dispositive power over the Shares held for the accounts of each of Quantum Partners and Quota within 60 days, notwithstanding the fact that neither SFM LLC nor Mr. Soros currently exercises such power, SFM LLC and Mr. Soros may be deemed the beneficial owner of the 7,854,032 Shares held for the account of Quantum Partners and 1,178,736 Shares held for the account of Quota. In total, each of SFM LLC and Mr. Soros may be deemed the beneficial owner of 9,032,768 Shares (approximately 44.92% of the total number of Shares outstanding). (ii) Each of Satellite LP and Satellite LLC may be deemed the beneficial owner of 9,032,768 Shares (approximately 44.92% of the total number of Shares outstanding). This number includes (A) 7,854,032 Shares held for the account of Quantum Partners and (B) 1,178,736 Shares held for the account of Quota. (iii) Mr. Sonnino may be deemed the beneficial owner of 9,052,768 Shares (approximately 45.02% of the total number of Shares outstanding assuming exercise of the director's options held for his account). This number includes (A) 7,854,032 Shares held for the account of Quantum Partners, (B) 1,178,736 Shares held for the account of Quota and (C) 20,000 Shares issuable upon exercise of director's options held for his own account. (iv) Mr. Rosenblatt may be deemed the beneficial owner of 9,052,768 Shares (approximately 45.02% of the total number of Shares outstanding assuming exercise of the director's options held for his account). This number Page 12 of 18 Pages includes (A) 7,854,032 Shares held for the account of Quantum Partners, (B) 1,178,736 Shares held for the account of Quota and (C) 20,000 Shares issuable upon exercise of director's options held for his own account. (v) Mr. Nechamkin may be deemed the beneficial owner of 9,052,768 Shares (approximately 45.02% of the total number of Shares outstanding assuming exercise of the director's options held for his account). This number includes (A) 7,854,032 Shares held for the account of Quantum Partners, (B) 1,178,736 Shares held for the account of Quota and (C) 20,000 Shares issuable upon exercise of director's options held for his own account. (b) (i) The power to direct the voting and disposition of the Shares held for the account of each of Quantum Partners and Quota is currently vested in Satellite LP pursuant to the Quantum Partners- Satellite Contract and Quota-Satellite Contract, respectively. SFM LLC has the contractual authority on behalf of each of Quantum Partners and Quota to terminate the Quantum Partners-Satellite Contract and Quota-Satellite Contract, within 60 days and, as a result, SFM LLC and Mr. Soros may be deemed to have the voting and dispositive power held by Satellite LLC, notwithstanding the fact that neither SFM LLC nor Mr. Soros currently exercises such power, with respect to the Shares held for the account of Quantum Partners and Quota. (ii) Each of Satellite LP and Satellite LLC (by virtue of the Quantum Partners-Satellite Contract and the Quota-Satellite Contract) may be deemed to have the sole power to direct the voting and disposition of the 7,854,032 Shares held for the account of Quantum Partners and the 1,178,736 Shares held for the account of Quota. (iii) Each of Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin, as a result of their positions with Satellite LLC may be deemed to have the shared power to direct the voting and disposition of the 7,854,032 Shares held for the account of Quantum Partners and the 1,178,736 Shares held for the account of Quota. (iv) Mr. Sonnino has the sole power to direct the voting and disposition of the 20,000 Shares issuable upon the exercise of the securities reported herein as being held for his account. (v) Mr. Rosenblatt has the sole power to direct the voting and disposition of the 20,000 Shares issuable upon the exercise of the securities reported herein as being held for his account. (vi) Mr. Nechamkin has the sole power to direct the voting and disposition of the 20,000 Shares issuable upon the exercise of the securities reported herein as being held for his account. (c) There have been no transactions effected with respect to the Shares since May 6, 2000 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (i) The shareholders of Quantum Partners, including Quantum Endowment 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. (ii) The shareholders of Quota have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Quota in accordance with their ownership interests in Quota. (e) As of July 1, 2000, Mr. Druckenmiller ceased to be the beneficial owner of more than five percent of the Shares. Page 13 of 18 Pages Item 7. Material to be Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 14 of 18 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: July 5, 2000 SOROS FUND MANAGEMENT LLC By: /S/ RICHARD D. HOLAHAN, JR. -------------------------------------- Richard D. Holahan, Jr. Assistant General Counsel GEORGE SOROS By: /S/ RICHARD D. HOLAHAN, JR. -------------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ RICHARD D. HOLAHAN, JR. -------------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 15 of 18 Pages SATELLITE ASSET MANAGEMENT, L.P. By: Satellite Fund Management LLC its General Partner By: /S/ LIEF D. ROSENBLATT ---------------------------------- Lief D. Rosenblatt Managing Member SATELLITE FUND MANAGEMENT LLC By: /S/ LIEF D. ROSENBLATT ---------------------------------- Lief D. Rosenblatt Managing Member MARK SONNINO /S/ MARK SONNINO --------------------------------------- LIEF D. ROSENBLATT /S/ LIEF D. ROSENBLATT --------------------------------------- GABRIEL NECHAMKIN /S/ GABRIEL NECHAMKIN --------------------------------------- Page 16 of 18 Pages EXHIBIT INDEX Page No. -------- F Power of Attorney, dated as of January 27, 2000, granted by Mr. George Soros in favor of Mr. Michael C. Neus and Mr. Richard D. Holahan, Jr.................... 17 G Power of Attorney, dated as of January 27, 2000, granted by Mr. Stanley F. Druckenmiller in favor of Mr. Michael C. Neus and Mr. Richard D. Holahan, Jr......... 18 EX-24 2 0002.txt EXHIBIT F - POWER OF ATTORNEY Page 17 of 18 Pages EXHIBIT F POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR. 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 ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, 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(k), 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 27th day of January, 2000. /s/ George Soros -------------------------- GEORGE SOROS EX-24 3 0003.txt EXHIBIT G - POWER OF ATTORNEY Page 18 of 18 Pages EXHIBIT G POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR. 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 ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, 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(k), 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 27th day of January, 2000. /s/ Stanley F. Druckenmiller ---------------------------- STANLEY F. DRUCKENMILLER -----END PRIVACY-ENHANCED MESSAGE-----