-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WGRE6q6uODoJ44OUp43VSVBcLoPydhXX2uxxDhiID83tO0ubq5sGCB17uGyNoYt6 qabcdzV7rLfIcA1D8O0PzQ== 0000950123-94-000773.txt : 19940419 0000950123-94-000773.hdr.sgml : 19940419 ACCESSION NUMBER: 0000950123-94-000773 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940418 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 GEORGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERKIN ELMER CORP CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: 3826 IRS NUMBER: 060490270 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34889 FILM NUMBER: 94523137 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6300 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMENDMENT NO. 9 TO SCH. 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* THE PERKIN-ELMER CORPORATION ---------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value ---------------------------------------------------------------- (Title of Class of Securities) 714041-10-0 ------------------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 65 East 55th Street New York, New York 10022 (212) 872-1000 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 6, 1994 --------------------------------------- (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 /x/. (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) Continued on following page(s) Page 1 of 21 Pages Exhibit Index: Page 16 - ---------------------------- * Initial filing with respect to Quantum Industrial Partners LDC, QIH Management Investor, L.P. and QIH Management, Inc. 2 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 2 OF 21 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 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,775 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 4.6% 14 Type of Reporting Person* IC, OO 3 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 3 OF 21 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 United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,035,775 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,035,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,775 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 4.6% 14 Type of Reporting Person* IA; PN 4 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 4 OF 21 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 United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,035,775 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,035,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,775 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 4.6% 14 Type of Reporting Person* CO 5 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 5 OF 21 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* AF, PF 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 542,382 Shares Beneficially 8 Shared Voting Power Owned By 2,873,831 Each Reporting 9 Sole Dispositive Power Person 542,382 With 10 Shared Dispositive Power 2,873,831 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,416,213 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 7.8% 14 Type of Reporting Person* IA; IN 6 Page 6 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 6 OF 21 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PURNENDU CHATTERJEE 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* AF, PF 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 393,136 Shares Beneficially 8 Shared Voting Power Owned By 2,035,775 Each Reporting 9 Sole Dispositive Power Person 393,136 With 10 Shared Dispositive Power 2,035,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,428,911 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.5% 14 Type of Reporting Person* IA; IN 7 Page 7 This Amendment No. 9 to Schedule 13D relates to the Shares (the "Shares") of Common Stock, par value $1.00 per share, issued by The Perkin-Elmer Corporation (the "Issuer"). This Amendment No. 9 further amends the initial statement on Schedule 13D filed on January 7, 1991 (the "Initial Statement") and is being filed to report a recent transfer of Shares previously acquired by one of the Reporting Persons for the account of one of its institutional clients to a newly-formed institutional client managed by a newly-formed affiliate of such Reporting Person. This statement constitutes an initial statement for the newly-formed entities, as more fully set forth herein. Reference is made to Amendment No. 8 to the Initial Statement (which amended and restated the Initial Statement, as amended) for certain defined terms not otherwise defined herein. Amendment No. 8 is hereby amended and supplemented as follows: ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of: (1) Quantum Industrial Partners LDC, a Cayman Islands limited duration company ("QI Partners"); (2) QIH Management Investor, L.P., an investment advisory firm organized as a Delaware limited partnership ("QIHMI"); (3) QIH Management, Inc., a Delaware corporation and sole general partner of QIHMI; (4) Mr. George Soros in his personal capacity and in his capacity as sole shareholder of QIH Management, Inc., the sole general partner of QIHMI ("Mr. Soros"); and (5) Mr. Purnendu Chatterjee ("Mr. Chatterjee") in his personal capacity, in his capacity as Sub-Advisor to QI Partners and in his capacity as sole general partner of Chatterjee Fund Management, L.P. which is the sole general partner of Winston Partners, L.P. ("Winston") (the "Reporting Persons"). The Reporting Persons QUANTUM INDUSTRIAL PARTNERS LDC This statement relates to Shares originally acquired at the direction of SFM for the account of Quantum Fund which were subsequently transferred to Quantum Partners as of August 1, 1993. As of April 6, 1994, all of the Shares held for the account of Quantum Partners were transferred to QI Partners, a newly-formed Cayman Islands limited duration company of which a majority of the outstanding shares are held by Quantum Industrial Holdings Limited, a newly-formed British Virgin Islands international business company ("Quantum Industrial" and together with QI Partners, the "Quantum Industrial Entities"). The principal business of QI Partners is investment in securities. The principal business of Quantum Industrial is investment and trading in securities and other assets, both directly and indirectly through its investment in QI Partners. The principal office of the Quantum Industrial Entities is located at Kaya Flamboyan 9, Curacao, Netherlands Antilles. Current information concerning the identity and background of the directors and officers of the Quantum Industrial Entities is set forth in Annex A hereto, which is incorporated herein by reference in response to this Item 2. During the past five years, neither of the QI Industrial Entities has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which any one of them has been subject to a 8 Page 8 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. QIHMI, QIH MANAGEMENT, INC. AND MR. SOROS QIHMI, an affiliate of SFM, holds the remaining outstanding shares of, and, pursuant to the constituent documents of QI Partners, is vested with investment discretion with respect to the portfolio assets held for the account of, QI Partners. However, any proposed investment in excess of $30 million is subject to the approval of the investment advisory committee of QI Partners, currently comprised of two individuals, Mr. Kenneth G. Langone and Mr. Paul Soros. QIHMI, by reason of such investment discretion, may be considered a beneficial owner of securities held by QI Partners (including the Shares) for purposes of Section 13(d) of the Exchange Act. The principal business of QIHMI is to provide management and advisory services to, and to invest in, QI Partners. The sole business of QIH Management, Inc., of which Mr. Soros is the sole shareholder, is to serve as the sole general partner of QIHMI. QIH Management, Inc., as the sole general partner of QIHMI, and Mr. Soros, as the sole shareholder of QIH Management, Inc., a Delaware corporation and the sole general partner of QIHMI, may also be deemed beneficial owners of securities held by QI Partners (including the Shares) for purposes of Section 13(d) of the Exchange Act. QIHMI has the authority to delegate portions of the investment program of QI Partners to sub-advisors. QIHMI and QIH Management, Inc. have their principal office at 888 Seventh Avenue, New York, New York 10106. During the past five years, none of QIHMI, QIH Management, Inc. nor Mr. Soros has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which any one 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. Current information concerning the identity and background of the directors and officers of QIH Management, Inc. is set forth in Annex B hereto, which is incorporated herein by reference. WINSTON, CHATTERJEE FUND MANAGEMENT AND MR. CHATTERJEE Effective as of April 6, 1994, Mr. Chatterjee was appointed by QIHMI as a sub-advisor of QI Partners with respect to the Shares of the Issuer currently reported as being held for the account of QI Partners. Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, Mr. Chatterjee as a sub-advisor of QI Partners with respect to the Shares held for the account of QI Partners may be deemed a "beneficial owner" of such Shares. Mr. Chatterjee has also provided advice to Mr. Soros relating to his personal investment in Shares. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Shares were transferred by Quantum Partners to QI Partners at an aggregate price equal to $66,162,687.50 in exchange for shares of QI Partners, which were issued as part of the "Quantum Industrial Distribution" (as described in Item 6 hereof). QI Partners holds the Shares in margin accounts maintained for it with Arnhold and S. Bleichroeder, Inc., which extends margin credit to QI Partners as and when required to open or carry positions in the margin account, subject to applicable Federal margin regulations, stock exchange rules and the firm's credit policies. The positions held in the margin account, including the Shares, are pledged as collateral security for the repayment of debit balances in the account. ITEM 4. PURPOSE OF TRANSACTION. QI Partners acquired the Shares from Quantum Partners as part of the Quantum Industrial Distribution. None of the Reporting Persons has any plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire additional securities of the Issuer, to dispose of such securities at any time, or to 9 Page 9 formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares beneficially owned by the Reporting Persons is 3,809,349 (approximately 8.7% of the total number of Shares outstanding). i) QI Partners is the beneficial owner of 2,035,775 (approximately 4.6% of the total number of Shares outstanding). ii) QIHMI, by reason of the investment authority it shares with Mr. Chatterjee with respect to the Shares, may be deemed the beneficial owner of the 2,035,775 Shares held by QI Partners. iii) QIH Management, Inc. as the sole general partner of QIHMI may be deemed a beneficial owner of the 2,035,775 Shares held by QI Partners. iv) Mr. Soros may be deemed the beneficial owner of 3,416,213 Shares (approximately 7.8% of the total number of Shares outstanding). This number consists of (a) 542,382 Shares owned directly by Mr. Soros, (b) 838,056 Shares owned by Soros Charitable Foundation, a New York trust (the "Foundation") of which Mr. Soros (as one of three trustees of the Foundation) may be considered a beneficial owner and (c) 2,035,775 Shares owned by QI Partners of which Mr. Soros, as sole shareholder of QIH Management, Inc., may be considered a beneficial owner. v) Mr. Chatterjee may be deemed the beneficial owner of 2,428,911 Shares (approximately 5.5%) of the total number of Shares outstanding). This number includes (a) 129,100 Shares owned directly by Mr. Chatterjee; (b) 59,794 Shares owned by Chatterjee Fund Management, L.P., (c) 204,242 Shares owned by Winston; and (d) the 2,035,775 Shares owned by QI Partners. The filing of this statement on a joint basis by QI Partners, QIHMI, QIH Management, Inc. Mr. George Soros and Mr. Chatterjee shall not be construed as an admission that any of the Reporting Persons other than Mr. Chatterjee is the beneficial owner of any Shares held or to be held for the accounts of Chatterjee Fund Management, L.P. or Winston nor that Chatterjee Fund Management, L.P. or Winston is the beneficial owner of Shares held for the account of QI Partners. (b) The power to direct the disposition and voting of the 2,035,775 Shares presently owned by QI Partners is shared by Mr. Chatterjee and QIHMI. (c) Except for the transfer of Shares previously held by Quantum Partners to QI Partners, there have been no transactions with respect to the Shares since February 14, 1994, 60 days prior to the date hereof, by any of the Reporting Persons or other persons previously identified in response to Item 2. (d) The shareholders of the Quantum Industrial Entities have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities held by the Quantum Industrial Entities (including the Shares) in accordance with their share ownership interests in the respective Quantum Industrial Entities. (e) As of August 1, 1993, Quantum Fund N.V. ceased to be a "beneficial owner" of Shares within the meaning of Section 13(d) of the Exchange Act although it continued to have an indirect interest therein through its ownership of shares in Quantum Partners. On April 6, 1994, Quantum Partners and SFM ceased to be "beneficial owners" of Shares within the meaning of Section 13(d) of the Exchange Act. 10 Page 10 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On April 6, 1994, Quantum Fund N.V., the principal shareholder of Quantum Partners, and three other investment funds managed by SFM (collectively, the "Quantum Group of Funds"), paid distributions to their respective shareholders (the "Quantum Industrial Distribution"). Such shareholders were given the option of receiving their distribution either in cash, in shares of Quantum Industrial or in shares of another new fund. In connection with the Quantum Industrial Distribution, Quantum Partners transferred to QI Partners various portfolio positions, including the Shares, identified by SFM as being suitable for the investment program to be conducted by QI Partners in exchange for shares of QI Partners. Such shares of QI Partners were simultaneously exchanged by Quantum Partners for shares of Quantum Industrial, and such shares of Quantum Industrial were among those distributed by the Quantum Group of Funds to those of its shareholders who had elected to receive such shares in lieu of a cash distribution. Except as otherwise indicated in this statement, the Reporting Persons do not have any contracts, arrangements, understanding or relationships with respect to any securities of this Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (A) Joint Filing Agreement, dated as of November 7, 1990, by and among Quantum Fund N.V. and Mr. George Soros and Mr. Purnendu Chatterjee (filed as Exhibit A to the Initial Statement and incorporated herein by reference). (B) Power of Attorney, dated July 30, 1992, granted by Mr. Purnendu Chatterjee in favor of Mr. W. James Peet (filed as Exhibit D to Amendment No. 4 to the Initial Statement and incorporated herein by reference). (C) Power of Attorney, dated September 23, 1992, granted by Quantum Fund N.V. in favor of Mr. Sean C. Warren (filed as Exhibit E to Amendment No. 4 to the Initial Statement and incorporated herein by reference). (D) Power of Attorney dated December 11, 1991 granted by George Soros in favor of Mr. Sean C. Warren (filed as Exhibit F to Amendment No. 4 to the Initial Statement and incorporated herei by reference). (E) Joint Filing Agreement, dated as of April 15, 1994, by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Mr. George Soros and Mr. Chatterjee. (F) Power of Attorney (and related resolutions), dated April 7, 1994, granted by Quantum Industrial Partners LDC in favor of George Soros, Gary Gladstein and Sean Warren. 11 Page 11 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: April 15, 1994 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren ------------------------- Sean C. Warren Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. General Partner By: /s/ Sean C. Warren ------------------------- Sean C. Warren Vice President QIH MANAGEMENT, INC. By: /s/ Sean C. Warren ------------------------- Sean C. Warren Vice President GEORGE SOROS By: /s/ Sean C. Warren ------------------------- Sean C. Warren Attorney-in-Fact /s/ Purnendu Chatterjee ------------------------- PURNENDU CHATTERJEE 12 Page 12 SIGNATURES (cont'd) After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: April 15, 1994 QUANTUM FUND N.V. By: /s/ Sean C. Warren ------------------------- Sean C. Warren Attorney-in-Fact 13 Page 13 ANNEX A DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL PARTNERS LDC
Name/Title/Citizenship Principal Occupation Business Address ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. corporations Curacao, Managing Director Netherlands Antilles (Netherlands Antilles) INVESTMENT ADVISORY COMMITTEE OF QUANTUM INDUSTRIAL PARTNERS LDC Kenneth G. Langone Managing Director of 375 Park Avenue Advisor Invemed Associates, Inc. New York, New York 10152 (United States) U.S.A. Paul Soros Engineer 485 Park Avenue Advisor New York, New York 10017 (United States) U.S.A.
14 Page 14 DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL HOLDINGS LIMITED
Name/Title/Citizenship Principal Occupation Business Address ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. corporations Curacao, Managing Director Netherlands Antilles (Netherlands Antilles) Alberto Foglia Principal of Banca del Ceresio Via Pretorio 13 Member of Board of 6901 Lugano Advisors Switzerland (Switzerland) Richard Katz Investment Banker Villa La Sirena Chairman of Board Vico dell'Olivetta 12 of Advisors 18097 Mortola Inferiore (United Kingdom) Ventimiglia Italy Kenneth G. Langone Managing Director of 375 Park Avenue Member of Board Invemed Associates, Inc. New York, New York 10152 of Advisors U.S.A. (United States) Beat Notz Principal of Notz, Stucki & Cie 98, rue de Saint-Jean Member of Board 1211 Geneva of Advisors Switzerland (France) Edgar D. de Picciotto Chief Executive Office of 96-98, rue du Rhone Member of Board CBI-TDB 1211 Geneva of Advisors Union Bancaire Privee Switzerland (Switzerland)
During the past five years, none of the persons named above has been: (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which any of 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 violation with respect to such laws. 15 Page 15 ANNEX B DIRECTORS AND OFFICERS OF QIH MANAGEMENT, INC.
Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Gary Gladstein Managing Director of Soros Fund 888 Seventh Avenue Director, Management New York, New York President U.S.A. (United States) Sean Warren Managing Director of Soros 888 Seventh Avenue Director, Fund Management New York, New York Vice President, Secretary U.S.A. (United States) Peter Streinger Chief Accountant of Soros Fund 888 Seventh Avenue Treasurer Management New York, New York (United States) U.S.A.
During the past five years, none of the persons named above has been: (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which any of 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 violation with respect to such laws. 16 Page 16 INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- G Joint Filing Agreement dated as of April 15, 1994, by and among Quantum Industrial Partners LDC, 17 QIH Management Investor, L.P., QIH Management, Inc., Mr. George Soros and Mr. Purdendu Chatterjee H Power of Attorney (and related resolutions), dated April 7, 1994, granted by Quantum Industrial 18 Partners LDC in favor of George Soros, Gary Gladstein and Sean Warren
EX-99.G 2 JOINT FILING AGREEMENT 1 Page 17 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of The Perkin-Elmer Corporation dated April 15, 1994 is, 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: April 15, 1994 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren ---------------------------- Sean C. Warren Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIHMI Management, Inc. General Partner By: /s/ Sean C. Warren ----------------------- Sean C. Warren Vice President QIH MANAGEMENT, INC. By: /s/ Sean C. Warren ---------------------------- Sean C. Warren Vice President GEORGE SOROS By: /s/ Sean C. Warren ---------------------------- Sean C. Warren Attorney-in-Fact /s/ Purnendu Chatterjee --------------------------------- PURNENDU CHATTERJEE EX-99.H 3 POWERS OF ATTORNEY 1 Page 18 EXHIBIT C QUANTUM INDUSTRIAL PARTNERS LDC (A CAYMAN ISLANDS EXEMPTED LIMITED DURATION COMPANY) RESOLUTIONS ADOPTED BY THE SOLE DIRECTOR The Sole Director of QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), a Cayman Islands exempted limited duration company, hereby adopts the following resolutions: RESOLVED, that the Company appoint and empower George Soros, Gary Gladstein and Sean Warren or any one of them, acting singly and not jointly, as its true and lawful attorneys-in-fact (the "Attorneys-in-Fact") for the purpose of executing and delivering, in the name and on behalf of the Company, all documents required to be filed with the Securities and Exchange Commission pursuant to Section 13(d) or 16(a) of the Securities Exchange Act of 1934 in connection with the beneficial ownership by the Company of any securities of PERKIN-ELMER CORPORATION, including, without limitation: (1) acquisition statements on Schedule 13D and/or Schedule 13G and any amendments thereto, (2) any joint filing agreements among the Company, QIH Management Investor, L.P. and/or George Soros (together with such other persons as may be designated by the Attorneys-in-Fact) pursuant to SEC Rule 13d-1(f), (3) any Initial Statements of Beneficial Ownership on Form 3, (4) any Statements of Changes in Beneficial Ownership on Form 4 and (5) any Annual Statement of Changes in Beneficial Ownership on Form 5; and further RESOLVED, that the Company direct the Attorneys-in-Fact, or any one of them, acting singly and not jointly, to take such actions and to complete, execute and deliver any agreements, deeds, instruments, receipts, certificates and other documents, which he in his sole discretion deems necessary or advisable to carry the foregoing resolution into effect, and that any and all past acts by such Attorneys-in-Fact in furtherance of the foregoing be, and they hereby are, ratified and confirmed; and further RESOLVED, that the Managing Director of the Company be, and it hereby is, authorized to sign and affix the seal of the Company to the Power of Attorney. IN WITNESS WHEREOF, the undersigned has set its hand this 7th day of April, 1994. QUANTUM INDUSTRIAL PARTNERS LDC /s/ J.H.F. Grootjen/B.H. Jansen --------------------------------- Curacao Corporation Company N.V. Sole Director 2 Page 19 QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), a Cayman Islands exempted limited duration company does, pursuant to a duly adopted resolution of its sole director, hereby designate, constitute and appoint: GEORGE SOROS, GARY GLADSTEIN AND SEAN WARREN each with a business address at QIH Management Investor, L.P., 888 Seventh Avenue, New York, NY, or any one of them, acting singly and not jointly, as its true and lawful agents and attorneys-in-fact for the purpose of executing and delivering, in the name and on behalf of the Company, all documents required to be filed with the Securities and Exchange Commission pursuant to Section 13(d) or 16(a) of the Securities Exchange Act of 1934 in connection with the beneficial ownership by the Company of any securities of The Perkin-Elmer Corporation including, without limitation: (1) acquisition statements on Schedule 13D and/or Schedule 13G and any amendments thereto, (2) any joint filing agreements among the Company, QIH Management Investor, L.P. and/or George Soros (together with such other persons as may be designated by the attorneys-in-fact) pursuant to SEC Rule 13d-1(f), (3) any Initial Statements of Beneficial Ownership on Form 3, (4) any Statements of Changes in Beneficial Ownership on Form 4 and (5) any Annual Statement of Changes in Beneficial Ownership on Form 5. The attorneys-in-fact are hereby authorized and empowered to perform all other acts and deeds, which they in their sole discretion deem necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. 3 Page 20 The Common Seal of QUANTUM ) INDUSTRIAL PARTNERS LDC ) was hereunto affixed by ) ) - ---------------------------- ) for and on behalf of QUANTUM ) INDUSTRIAL PARTNERS LDC, ) in the presence of: ) Per: /s/ J.H.F. Grootjen/B.H. Jansen ) ------------------------------- ) /s/ E. A. Angila-Vried ) - ---------------------------- ) Witness ) 4 Page 21 PROBATE BE IT REMEMBERED that on this 12th day of April, 1994 before me the undersigned, a Notary Public in and for the Netherlands Antilles personally came and appeared one Edselyne A. Angila-Vriend an attesting witness to the due execution of the within Power of Attorney who being by me duly sworn made oath and said that he/she was present and did see the Common Seal of QUANTUM INDUSTRIAL PARTNERS LDC affixed to the within Power of Attorney by Mr. J.H.F. Grootjen/Mr. B.H. Jansen for and on behalf of Curacao Corporation Company N.V., the sole director of QUANTUM INDUSTRIAL PARTNERS LDC and did see the said person sign the within power of Attorney and deliver the same on behalf of the said QUANTUM INDUSTRIAL PARTNERS LDC for the purposes therein mentioned. /s/ E. Angila /s/ Gerard Christoffel Antonius Smeets - --------------------- -------------------------------------- Witness Notary Public in and for the Netherlands Antilles -----END PRIVACY-ENHANCED MESSAGE-----