-----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, ChPC1m0fXw5Kti1xphXK935S0tZXxrsES89Z4AUi4fp6CH9fDEjtbzfEM6OkR4PU deSpLmx8GoewxaGbcqeEqw== 0000921530-00-000046.txt : 20000215 0000921530-00-000046.hdr.sgml : 20000215 ACCESSION NUMBER: 0000921530-00-000046 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000214 GROUP MEMBERS: CHATTERJEE ADVISORS LLC GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: PURNENDU CHATTERJEE GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER GROUP MEMBERS: WINSTON PARTNERS II LDC GROUP MEMBERS: WINSTON PARTNERS II LLC GROUP MEMBERS: WINSTON PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PE CORP CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061534213 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-34889 FILM NUMBER: 537518 BUSINESS ADDRESS: STREET 1: 761 MAIN AVE CITY: NORWALK STATE: CT ZIP: 06859-0001 BUSINESS PHONE: 2037621000 MAIL ADDRESS: STREET 1: 761 MAIN AVENUE CITY: NORWALK STATE: CT ZIP: 06859-0001 FORMER COMPANY: FORMER CONFORMED NAME: PERKIN ELMER CORP DATE OF NAME CHANGE: 19930601 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 13G/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 13G/A 1 AMD #1 TO SC 13G RE PE CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* /1/ PE CORPORATION ________________ (Name of Issuer) PE Corporation-Celera Genomics Group Common Stock, $.01 Par Value _________________________________________________________________ (Title of Class of Securities) 69332S201 _______________ (CUSIP Number) December 31, 1999 _____________________________________ (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 in 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). /1/ Initial filing with respect to Duquesne Capital Management, L.L.C. Continued on following page(s) Page 1 of 30 Pages Exhibit Index: Page 27 SCHEDULE 13G CUSIP No. 69332S201 Page 2 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 /1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* OO; IV /1/ See Item 2(a). *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 3 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QIH MANAGEMENT INVESTOR, L.P. 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 Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 /1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* PN; IA /1/ See Item 2(a). *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 4 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QIH MANAGEMENT, INC. 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 Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 /1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* CO /1/ See Item 2(a). *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 5 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) 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 Number of 250,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 250,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 250,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) .96% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 6 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) 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 Number of 12,492 Shares Beneficially 6 Shared Voting Power Owned By 250,000 Each Reporting 7 Sole Dispositive Power Person 12,492 With 8 Shared Dispositive Power 250,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 262,492 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) 1.01% 12 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 7 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) 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 Number of 18,600 Shares Beneficially 6 Shared Voting Power Owned By 250,000 Each Reporting 7 Sole Dispositive Power Person 18,600 With 8 Shared Dispositive Power 250,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 268,600 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) 1.03% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 8 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WINSTON PARTNERS, L.P. 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 Number of 220,871 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 220,871 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 220,871 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) .85% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 9 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) CHATTERJEE FUND MANAGEMENT, L.P. 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 Number of 220,871 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 220,871 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 220,871 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) .85% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 10 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WINSTON PARTNERS II LDC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 150,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 150,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 150,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) .58% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 11 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WINSTON PARTNERS II 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 Number of 150,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 150,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 150,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) .58% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 12 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) CHATTERJEE ADVISORS 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 Number of 300,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 300,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 300,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) 1.16% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 13 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) CHATTERJEE MANAGEMENT COMPANY 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 Number of 300,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 300,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 300,000 10 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (11) 1.16% 12 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 14 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) PURNENDU CHATTERJEE (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 Number of 564,068 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 564,068 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 564,068 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) 2.17% 12 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 15 of 30 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) 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 Number of 18,600 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 18,600 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 18,600 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) .07% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 16 of 30 Pages Item 1(a) Name of Issuer: PE Corporation (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 761 Main Avenue, Norwalk, CT 06859. Item 2(a) Name of Person Filing: This statement is filed on behalf of each 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"); iv) Winston Partners, L.P., a Delaware limited partnership ("Winston L.P."); v) Chatterjee Fund Management, L.P., a Delaware limited partnership ("CFM"); vi) Winston Partners II LDC, a Cayman Islands exempted limited duration company ("Winston LDC"); vii) Winston Partners II LLC, a Delaware limited liability company ("Winston LLC"); viii) Chatterjee Advisors LLC, a Delaware limited liability company ("Chatterjee Advisors"); ix) Chatterjee Management Company, a Delaware corporation ("Chatterjee Management") x) Purnendu Chatterjee ("Dr. Chatterjee"); and xi) Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC"). As a result of the disposition of all of the Shares (as defined herein) held for the account of Quantum Industrial Partners LDC ("QIP"), QIP, QIH Management Investor, L.P. and QIH Management, Inc. may no longer be deemed the beneficial owners of any Shares (as defined herein). This Statement relates to Shares (as defined herein) held for the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), Mr. Soros, Winston L.P., Winston LDC, Winston LLC, Dr. Chatterjee and the Duquesne LLC Clients (as defined herein). Page 17 of 30 Pages SFM LLC serves as principal investment manager to Quantum Partners. As such, SFM LLC 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 investment advisor to a limited number of institutional clients (the "Duquesne LLC Clients"). Dr. Chatterjee has provided advice to Mr. Soros relating to his personal investment in Shares. CFM is the general partner of Winston L.P. Dr. Chatterjee is the sole general partner of CFM. Chatterjee Advisors serves as the manager of each of Winston LDC and Winston LLC and is responsible for supervising the operations of Winston LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC. Chatterjee Advisors is managed and controlled by Dr. Chatterjee. Chatterjee Management 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. Chatterjee Management is managed and controlled by Dr. Chatterjee. 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 the Shares held for the account of each of Winston LDC and Winston LLC. Item 2(b) Address of Principal Business Office or, if None, Residence: 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 each of Winston L.P., CFM, Winston LLC, Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106. The address of the principal business office of Winston LDC is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. 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; Page 18 of 30 Pages (ii) Mr. Soros is a United States citizen; (iii) Mr. Druckenmiller is a United States citizen; (iv) Winston L.P. is a Delaware limited partnership; (v) CFM is a Delaware limited partnership; (vi) Winston LDC is a Cayman Islands exempted limited duration company; (vii) Winston LLC is a Delaware limited liability company; (viii) Chatterjee Advisors is a Delaware limited liability company; (ix) Chatterjee Management is a Delaware corporation; (x) Dr. Chatterjee is a United States citizen; and (xi) Duquesne LLC is a Pennsylvania limited liability company. Item 2(d) Title of Class of Securities: PE Corporation-Celera Genomics Group Common Stock, $.01 par value (the "Shares"). Item 2(e) CUSIP Number: 69332S201 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 1999, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) SFM LLC may be deemed to be the beneficial owner of the 250,000 Shares held for the account of Quantum Partners. (ii) Mr. Soros may be deemed to be the beneficial owner of 262,492 Shares. This number consists of (A) 12,492 Shares held for his personal account and (B) 250,000 Shares held for the account of Quantum Partners. (iii) Mr. Druckenmiller may be deemed to be the beneficial owner of 268,600 Shares. This number consists of (A) 250,000 Shares held for the account of Quantum Partners and (B) 18,600 Shares held for the accounts of the Duquesne LLC Clients. (iv) Winston L.P. and CFM may be deemed to be the beneficial owner of the 220,871 Shares held for the account of Winston L.P. Page 19 of 30 Pages (v) Winston LDC may be deemed the beneficial owner of the 150,000 Shares held for its account. (vi) Winston LLC may be deemed the beneficial owner of the 150,000 Shares held for its account. (vii) Each of Chatterjee Management and Chatterjee Advisors may be deemed the beneficial owner of 300,000 Shares. This number consists of (A) 150,000 Shares held for the account of Winston LDC and (B) 150,000 Shares held for the account of Winston LLC. (viii) Dr. Chatterjee may be deemed to be the beneficial owner of 564,068 Shares. This number consists of (A) 43,197 Shares held for his personal account, (B) 150,000 Shares held for the account of Winston LDC, (C) 150,000 Shares held for the account of Winston LLC and (D) 220,871 Shares held for the account of Winston L.P. (ix) Duquesne LLC may be deemed to be the beneficial owner of the 18,600 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 may be deemed to be the beneficial owner constitutes approximately .96% of the total number of Shares outstanding. (ii) The number of Shares of which Mr. Soros may be deemed to be the beneficial owner constitutes approximately 1.01% of the total number of Shares outstanding. (iii) The number of Shares of which Mr. Druckenmiller may be deemed to be the beneficial owner constitutes approximately 1.03% of the total number of Shares outstanding. (iv) The number of Shares of which each of Winston L.P. and CFM may be deemed to be the beneficial owner constitutes approximately .85% of the total number of Shares outstanding. (v) The number of Shares of which Winston LDC may be deemed to be the beneficial owner constitutes approximately .58% of the total number of Shares outstanding. (vi) The number of Shares of which Winston LLC may be deemed to be the beneficial owner constitutes approximately .58% of the total number of Shares outstanding. (vii) The number of Shares of which each of Chatterjee Advisors and Chatterjee Management may be deemed to be the beneficial owner constitutes approximately 1.16% of the total number of Shares outstanding. (viii) The number of Shares of which Dr. Chatterjee may be deemed to be the beneficial owner constitutes approximately 2.17% of the total number of Shares outstanding. (ix) The number of Shares which Duquesne LLC may be deemed to be the beneficial owner constitutes approximately .07% of the total number of Shares outstanding. Page 20 of 30 Pages Dr. Chatterjee has reached an understanding with Mr. Soros pursuant to which Dr. Chatterjee will furnish to Mr. Soros recommendations concerning transactions in the Shares. It is contemplated by Mr. Soros that Dr. Chatterjee will share in any profits and losses on Shares held for the account of Mr. Soros. Item 4(c) Number of shares as to which such person has: SFM LLC ------- (i) Sole power to vote or to direct the vote: 250,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 250,000 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 12,492 (ii) Shared power to vote or to direct the vote: 250,000 (iii) Sole power to dispose or to direct the disposition of: 12,492 (iv) Shared power to dispose or to direct the disposition of: 250,000 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 18,600 (ii) Shared power to vote or to direct the vote: 250,000 (iii) Sole power to dispose or to direct the disposition of: 18,600 (iv) Shared power to dispose or to direct the disposition of: 250,000 Winston L.P. ------------ (i) Sole power to vote or to direct the vote: 220,871 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 220,871 (iv) Shared power to dispose or to direct the disposition of: 0 Page 21 of 30 Pages CFM --- (i) Sole power to vote or to direct the vote: 220,871 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 220,871 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LDC ----------- (i) Sole power to vote or to direct the vote: 150,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 150,000 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LLC ----------- (i) Sole power to vote or to direct the vote: 150,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 150,000 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Advisors ------------------- (i) Sole power to vote or to direct the vote: 300,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 300,000 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Management --------------------- (i) Sole power to vote or to direct the vote: 300,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 300,000 (iv) Shared power to dispose or to direct the disposition of: 0 Page 22 of 30 Pages Dr. Chatterjee -------------- (i) Sole power to vote or to direct the vote: 564,068 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 564,068 (iv) Shared power to dispose or to direct the disposition of: 0 Duquesne LLC ------------ (i) Sole power to vote or to direct the vote: 18,600 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 18,600 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [x]. item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of Quantum Partners, including Quantum Fund N.V., a Netherlands Antilles limited partnership, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held by Quantum Partners in accordance with their ownership interests in Quantum Partners. (ii) Mr. Soros has the sole right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for his personal account. (iii) The partners of Winston L.P. have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the account of Winston L.P. in accordance with their partnership interests in Winston L.P. (iv) The shareholders of Winston LDC have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by Winston LDC in accordance with their ownership interests in Winston LDC. (v) The members of Winston LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by Winston LLC in accordance with their ownership interests in Winston LLC. (vi) Dr. Chatterjee has the sole right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for his personal account. Page 23 of 30 Pages (vii) 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 account. SFM LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Mr. Soros, Winston L.P., Winston LDC, Winston LLC, Dr. Chatterjee and the Duquesne LLC Clients. Mr. Soros expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC, Winston LLC, Dr. Chatterjee and the Duquesne LLC Clients. Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares held directly for the accounts of Mr. Soros, Winston L.P., Winston LDC, Winston LLC and Dr. Chatterjee. Each of Winston L.P. and CFM expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, Mr. Soros, Winston LDC, Winston LLC, Dr. Chatterjee and the Duquesne LLC Clients. Winston LDC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, Mr. Soros, Winston L.P., Winston LLC, Dr. Chatterjee and the Duquesne LLC Clients. Winston LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, Mr. Soros, Winston L.P., Winston LDC, Dr. Chatterjee and the Duquesne LLC Clients. Each of Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, Mr. Soros, Winston L.P., Dr. Chatterjee and the Duquesne LLC Clients. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, Mr. Soros and the Duquesne LLC Clients. Duquesne LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, Mr. Soros, Winston L.P., Winston LDC, Winston LLC and Dr. Chatterjee. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is 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. Page 24 of 30 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS -------------------------------- Michael C. Neus Vice President Date: February 10, 2000 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Vice President Date: February 10, 2000 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Assistant General Counsel Date: February 10, 2000 GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Page 25 of 30 Pages Date: February 10, 2000 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: February 10, 2000 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., General Partner By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ------------------------------ Peter Hurwitz Attorney-in-Fact Date: February 10, 2000 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Attorney-in-Fact Date: February 10, 2000 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Attorney-in-Fact Date: February 10, 2000 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Manager Page 26 of 30 Pages Date: February 10, 2000 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Manager Date: February 10, 2000 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Vice President Date: February 10, 2000 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Attorney-in-Fact Date: February 10, 2000 DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /S/ GERALD KERNER ---------------------------------------- Gerald Kerner Managing Director Page 27 of 30 Pages EXHIBIT INDEX Page No. -------- G. Joint Filing Agreement dated February 10, 2000 by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller, Winston Partners, L.P., Chatterjee Fund Management, L.P., Winston Partners II LDC, Winston Partners II LLC, Chatterjee Advisors LLC, Chatterjee Management Company, Dr. Purnendu Chatterjee and Duquesne Capital Management, L.L.C............................... 28 EX-99 2 EXHIBIT G - JOINT FILING AGREEMENT Page 28 of 30 Pages EXHIBIT G JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the PE Corporation-Celera Genomics Group Common Stock of PE Corporation dated as of February 10, 2000 is, and any amendments thereto (including amendments on Schedule 13D) 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(k) under the Securities Exchange Act of 1934. Date: February 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS -------------------------------- Michael C. Neus Vice President Date: February 10, 2000 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Vice President Date: February 10, 2000 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Assistant General Counsel Page 29 of 30 Pages Date: February 10, 2000 GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: February 10, 2000 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: February 10, 2000 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., General Partner By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ------------------------------ Peter Hurwitz Attorney-in-Fact Date: February 10, 2000 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Attorney-in-Fact Date: February 10, 2000 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Attorney-in-Fact Page 30 of 30 Pages Date: February 10, 2000 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Manager Date: February 10, 2000 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Manager Date: February 10, 2000 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Vice President Date: February 10, 2000 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Attorney-in-Fact Date: February 10, 2000 DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /S/ GERALD KERNER ---------------------------------------- Gerald Kerner Managing Director -----END PRIVACY-ENHANCED MESSAGE-----