-----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, QAwXTSgB/cihAXIswgwJd38CNhjDOJOkedtPVr+goSo6AWDeERVk4gIFIxzj/o0v 6TIQuHGo8Ob7oRfO4JSu2A== 0000921530-99-000041.txt : 19990215 0000921530-99-000041.hdr.sgml : 19990215 ACCESSION NUMBER: 0000921530-99-000041 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. 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, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PE CORP CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 060490270 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-34889 FILM NUMBER: 99537681 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 AMENDMENT #1 TO SCH 13G RE THE PERKIN-ELMER CORP 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)* THE PERKIN-ELMER CORPORATION ____________________________ (Name of Issuer) Common Stock, $1.00 Par Value _______________________________ (Title of Class of Securities) 714041100 ______________ (CUSIP Number) December 31, 1998 ______________________________________ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required 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). Continued on following page(s) Page 1 of 19 Pages SCHEDULE 13G CUSIP No. 714041100 Page 2 of 19 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 1,161,675 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,161,675 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,161,675 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.33% 12 Type of Reporting Person* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 714041100 Page 3 of 19 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 1,161,675 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,161,675 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,161,675 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.33% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 714041100 Page 4 of 19 Pages 13 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 1,161,675 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,161,675 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,161,675 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.33% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 714041100 Page 5 of 19 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 571,478 Shares Beneficially 6 Shared Voting Power Owned By 1,161,675 Each Reporting 7 Sole Dispositive Power Person 571,478 With 8 Shared Dispositive Power 1,161,675 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,733,153 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 3.48% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 714041100 Page 6 of 19 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 779,037 Shares Beneficially 6 Shared Voting Power Owned By 1,733,153 Each Reporting 7 Sole Dispositive Power Person 779,037 With 8 Shared Dispositive Power 1,733,153 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,512,190 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.04% 12 Type of Reporting Person* IA; IN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 714041100 Page 7 of 19 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 0 Shares Beneficially 6 Shared Voting Power Owned By 1,733,153 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,733,153 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,733,153 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 3.48% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 714041100 Page 8 of 19 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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 141,742 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 141,742 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 141,742 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .28% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 714041100 Page 9 of 19 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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 141,742 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 141,742 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 141,742 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .28% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 714041100 Page 10 of 19 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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 228,136 Shares Beneficially 6 Shared Voting Power Owned By 1,161,675 Each Reporting 7 Sole Dispositive Power Person 228,136 With 8 Shared Dispositive Power 1,161,675 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,389,811 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.79% 12 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 19 Pages Item 1(a) Name of Issuer: The Perkin-Elmer 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) Quantum Industrial Partners LDC, a Cayman Islands exempted limited duration company ("QIP"); ii) QIH Management Investor, L.P., a Delaware limited partnership ("QIHMI"); iii) QIH Management, Inc., a Delaware corporation ("QIH Management"); iv) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"); v) Mr. George Soros ("Mr. Soros"); vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); vii) Winston Partners, L.P., a Delaware limited partnership ("Winston L.P."); viii) Chatterjee Fund Management, L.P., a Delaware limited partnership ("CFM"); and ix) Purnendu Chatterjee ("Dr. Chatterjee"). 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"), Quasar International Partners C.V., a Netherlands Antilles limited partnership ("Quasar Partners"), QIP, Mr. Soros, OSI (as defined herein), SEDF (as defined herein), Winston L.P. and Dr. Chatterjee. SFM LLC serves as principal investment manager to Quantum Partners and Quasar Partners, and as such, has been granted investment discretion over portfolio investments, including the Shares, held for the accounts of Quantum Partners and Quasar 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. QIHMI, an investment advisory firm, is vested with investment discretion over the Shares held for the account of QIP. Mr. Soros is the sole shareholder of QIH Management and the sole general partner of QIHMI. Mr. Soros has entered into an agreement pursuant to which he has agreed to use his best Page 12 of 19 Pages efforts to cause QIH Management to act at the direction of SFM LLC. Dr. Chatterjee serves as a sub-investment advisor to QIP. Dr. Chatterjee has also provided advice to Mr. Soros relating to his personal investment in Shares. Open Society Institute is a New York Trust ("OSI") of which Mr. Soros serves as one of several trustees. Soros Economic Development Fund is a Delaware not-for-profit corporation ("SEDF") of which Mr. Soros serves as Director and President. CFM is a Delaware limited partnership and the general partner of Winston L.P. Dr. Chatterjee is the sole general partner of CFM. Pursuant to a combination of Quasar International Fund N.V. ("Quasar Fund") with and into Quantum Industrial Holdings Ltd. ("QIH") effective February 1, 1999, portfolio investments previously held indirectly by Quasar Fund were transferred to, and are held indirectly by, QIH. Soros Fund Management LLC, is principal investment manager to both Quasar Partners and QIH, and remains the principal investment manager of such portfolio investments. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of QIP is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The address of the principal business office of each of QIHMI, QIH Management, 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 Winston L.P., CFM and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106. Item 2(c) Citizenship: i) QIP is a Cayman Islands exempted limited duration company; ii) QIHMI is a Delaware limited partnership; iii) QIH Management is a Delaware corporation; iv) SFM LLC is a Delaware limited liability company; v) Mr. Soros is a United States citizen; vi) Mr. Druckenmiller is a United States citizen; vii) Winston L.P. is a Delaware limited partnership; viii) CFM is a Delaware limited partnership; and ix) Dr. Chatterjee is a United States citizen. Page 13 of 19 Pages Item 2(d) Title of Class of Securities: Common Stock, $1.00 par value (the "Shares"). Item 2(e) CUSIP Number: 714041100 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 February 11, 1999, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of QIP, QIHMI and QIH Management may be deemed to be the beneficial owner of the 1,161,675 Shares held for the account of QIP. (ii) Each of SFM LLC and Mr. Druckenmiller may be deemed to be the beneficial owner of 1,733,153 Shares. This number consists of (A) 1,161,675 Shares held for the account of QIP, (B) 55,978 Shares held for the account of Quasar Partners and (C) 515,500 Shares held for the account of Quantum Partners. (iii) Mr. Soros may be deemed to be the beneficial owner of 2,512,190 Shares. This number consists of (A) 321,581 Shares held for his personal account, (B) 1,161,675 Shares held for the account of QIP, (C) 55,978 Shares held for the account of Quasar Partners, (D) 515,500 for the account of Quantum Partners, (E) 316,018 Shares held for the account of OSI and (F) 141,438 Shares held for the account of SEDF. (iv) Each of Winston L.P. and CFM may be deemed to be the beneficial owner of the 141,742 Shares held for the account of Winston L.P. (v) Dr. Chatterjee may be deemed to be the beneficial owner of 1,389,811 Shares. This number consists of (A) 86,394 Shares held for his personal account, (B) 141,742 Shares held for the account of Winston L.P., and (C) 1,161,675 Shares held for the account of QIP. Item 4(b) Percent of Class: (i) The number of Shares of which each of QIP, QIHMI and QIH Management may be deemed to be the beneficial owner constitutes approximately 2.33% of the total number of Shares outstanding. (ii) The number of Shares of which each of SFM LLC and Mr. Druckenmiller may be deemed to be the beneficial owner constitutes approximately 3.48% of the total number of Shares outstanding. (iii) The number of Shares of which Mr. Soros may be deemed to be the beneficial owner constitutes approximately 5.04% of the total number of Shares outstanding. Page 14 of 19 Pages (iv) The number of Shares of which each of Winston L.P. and CFM may be deemed to be the beneficial owner constitutes approximately .28% of the total number of Shares outstanding. (v) The number of Shares of which Dr. Chatterjee may be deemed to be the beneficial owner constitutes approximately 2.79% of the total number of Shares outstanding. 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: QIP --- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,161,675 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,161,675 QIHMI ----- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,161,675 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,161,675 QIH Management -------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,161,675 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,161,675 Page 15 of 19 Pages SFM LLC ------- (i) Sole power to vote or to direct the vote: 571,478 (ii) Shared power to vote or to direct the vote: 1,161,675 (iii) Sole power to dispose or to direct the disposition of: 571,478 (iv) Shared power to dispose or to direct the disposition of: 1,161,675 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 779,037 (ii) Shared power to vote or to direct the vote: 1,733,153 (iii) Sole power to dispose or to direct the disposition of: 779,037 (iv) Shared power to dispose or to direct the disposition of: 1,733,153 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,733,153 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,733,153 Winston L.P. ------------ (i) Sole power to vote or to direct the vote: 141,742 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 141,742 (iv) Shared power to dispose or to direct the disposition of: 0 CFM --- (i) Sole power to vote or to direct the vote: 141,742 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 141,742 (iv) Shared power to dispose or to direct the disposition of: 0 Page 16 of 19 Pages Dr. Chatterjee -------------- (i) Sole power to vote or to direct the vote: 228,136 (ii) Shared power to vote or to direct the vote: 1,161,675 (iii) Sole power to dispose or to direct the disposition of: 228,136 (iv) Shared power to dispose or to direct the disposition of: 1,161,675 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of QIP, including Quantum Industrial Holdings, Ltd., a British Virgin Islands international business 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 QIP in accordance with their ownership interests in QIP. (ii) The partners of Quasar Partners, including Quantum Industrial Partners LDC, a Cayman Islands Limited Duration 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 Quasar Partners in accordance with their partnership interests in Quasar Partners. (iii) 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. (iv) 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. (v) 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. (vi) OSI has the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for its account. (vii) SEDF has the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for its account. (viii)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. Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares held directly for the accounts of OSI, SEDF, Mr. Soros, Winston L.P. and Dr. Chatterjee. Mr. Soros expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P. and Dr. Chatterjee. Winston L.P. expressly disclaims beneficial ownership of any Shares held directly for the accounts of QIP, OSI, SEDF, Mr. Soros and Dr. Chatterjee. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares held directly for the accounts of OSI, SEDF and Mr. Soros. The inclusion of the Shares held for the accounts of each of OSI and SEDF herein shall not be deemed an admission that Mr. Soros or any of the Reporting Persons has or may be deemed to have beneficial ownership of such Shares. Page 17 of 19 Pages 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 18 of 19 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 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS ------------------------------ Michael C. Neus Vice President Date: February 12, 1999 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Vice President Date: February 12, 1999 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Assistant General Counsel Date: February 12, 1999 GEORGE SOROS By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Attorney-in-Fact Page 19 of 19 Pages Date: February 12, 1999 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ----------------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 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 12, 1999 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ------------------------------ Peter Hurwitz Attorney-in-Fact Date: February 12, 1999 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----