-----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, QcGiYGr4yuX1RrM+zRqW9qw8fBWOEScfGUAPEMjLgwPxJvzt7Via86A4nbK5oedw tE2lPFDniwj+mprRAS1guQ== 0000921530-98-000054.txt : 19980310 0000921530-98-000054.hdr.sgml : 19980310 ACCESSION NUMBER: 0000921530-98-000054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980309 SROS: NASD GROUP MEMBERS: CHATTERJEE ADVISORS LLC GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: DR. PURNENDU CHATTERJEE GROUP MEMBERS: GEORGE SOROS 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: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-42223 FILM NUMBER: 98559782 BUSINESS ADDRESS: STREET 1: 111 LOCKE DR CITY: MARLBOROUGH STATE: MA ZIP: 01757 BUSINESS PHONE: 5084816700 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 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 1 SCHEDULE 13G RE SEPRACOR INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SEPRACOR INC. ------------------------------------ (Name of Issuer) Common Stock, $0.10 Par Value --------------------------------------- (Title of Class of Securities) 817315104 --------------------- (CUSIP Number) March 6, 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 disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 31 Pages Exhibit Index: Page 24 SCHEDULE 13G CUSIP No. 817315104 Page 2 of 31 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 740,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 740,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 740,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.66% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 3 of 31 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 450,000 Shares Beneficially 6 Shared Voting Power Owned By 740,000 Each Reporting 7 Sole Dispositive Power Person 450,000 With 8 Shared Dispositive Power 740,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,190,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 4.28% 12 Type of Reporting Person* IA; IN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 4 of 31 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 740,000 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 740,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 740,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.66% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 5 of 31 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 185,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 185,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 185,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .67% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 6 of 31 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 185,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 185,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 185,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .67% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 7 of 31 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS II LDC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 366,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 366,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 366,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.32% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 8 of 31 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS II LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 184,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 184,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 184,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .66% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 9 of 31 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE ADVISORS LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 550,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 550,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 550,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.98% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 10 of 31 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE MANAGEMENT COMPANY 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 550,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 550,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 550,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.98% 12 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 11 of 31 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person DR. 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 735,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 735,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 735,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.64% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 31 Pages Item 1(a) Name of Issuer: Sepracor Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 111 Locke Drive, Marlborough, Massachusetts 01757. 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"); and x) Dr. 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"), Winston L.P., Winston LDC, Winston LLC and Mr. Soros. SFM LLC, a Delaware limited liability company, serves as principal investment manager to Quantum Partners and as such, 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 Lead Portfolio Manager of SFM LLC and a member of the management committee of SFM LLC. Page 13 of 31 Pages CFM is a Delaware limited partnership and the general partner of Winston L.P. Dr. Chatterjee is the sole general partner of CFM. Dr. Chatterjee has also provided advice to Mr. Soros relating to his personal investment in Shares. Chatterjee Advisors, a Delaware limited liability company that is managed and controlled by Dr. Chatterjee, serves as the manager, and is responsible for supervising the operations, of each of Winston LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC. Chatterjee Management, a Delaware corporation that is managed and controlled by Dr. Chatterjee, serves as investment advisor to each of Winston LDC and Winston LLC pursuant to investment management contracts between Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston LLC. Chatterjee Advisors, as the manager of each of Winston LDC and Winston LLC, and by reason of its ability as manager to terminate the contractual relationship of Winston LDC and Winston LLC with Chatterjee Management within 60 days, and Chatterjee Management, by reason of its voting and dispositive power over securities held for the accounts of Winston LDC and Winston LLC, may each be deemed to be the beneficial owner of securities (including the Shares) held for the account of each of Winston LDC and Winston LLC. Item 2(b) Address of Principal Business Office or, if None, Residence: 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 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. Item 2(c) Citizenship: i) SFM LLC is a Delaware limited liability company; 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; and Page 14 of 31 Pages x) Dr. Chatterjee is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $.10 par value (the "Shares"). Item 2(e) CUSIP Number: 817315104 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. Page 15 of 31 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of March 5, 1998, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of the 740,000 Shares held for the account of Quantum Partners. (ii) Mr. Soros may be deemed the beneficial owner of 1,190,000 Shares. This number consists of (A) the 740,000 Shares held for the account of Quantum Partners and (B) the 450,000 Shares held for his personal account. (iii)Each of Winston L.P. and CFM may be deemed the beneficial owner of the 185,000 Shares held for the account of Winston Partners. (iv) Winston LDC may be deemed the beneficial owner of 366,000 Shares held for its account. (v) Winston LLC may be deemed the beneficial owner of 184,000 Shares held for its account. (vi) Each of Chatterjee Management and Chatterjee Advisors may be deemed the beneficial owner of 550,000 Shares. This number consists of (A) 366,000 Shares held for the account of Winston LDC and (B) 184,000 Shares held for the account of Winston LLC. (vii)Dr. Chatterjee may be deemed the beneficial owner of 735,000 Shares. This number consists of (A) 550,000 Shares which Chatterjee Management and Chatterjee Advisors may be deemed to own beneficially and (B) 185,000 Shares held for the account of Winston L.P. Item 4(b) Percent of Class: (i) The number of Shares of which each of SFM LLC and Mr. Druckenmiller may be deemed to be the beneficial owner constitutes approximately 2.66% 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 4.28% of the total number of Shares outstanding. (iii)The number of Shares of which each of Winston L.P. and CFM may be deemed to be the beneficial owner constitutes approximately .67% of the total number of Shares outstanding. (iv) The number of Shares of which Winston LDC may be deemed to be the beneficial owner constitutes approximately 1.32% of the total number of Shares outstanding. Page 16 of 31 Pages (v) The number of Shares of which Winston LLC may be deemed to be the beneficial owner constitutes approximately .67% of the total number of Shares outstanding. (vi) The number of Shares of which each of Chatterjee Advisors and Chatterjee Management may be deemed to be the beneficial owner constitutes approximately 1.98% of the total number of Shares outstanding. (vii)The number of Shares of which Dr. Chatterjee may be deemed to be the beneficial owner constitutes approximately 2.64% of the total number of Shares outstanding. Dr. Chatterjee has reached understandings with each of Quantum Partners and SFM LLC pursuant to which Dr. Chatterjee will furnish to each of Quantum Partners and SFM LLC recommendations concerning transactions in the Shares. It is contemplated by the Reporting Persons that Dr. Chatterjee will share in any profits with respect to Shares held for the account of Quantum Partners and in any profits or losses with respect to Shares held for the account of Mr. Soros. Page 17 of 31 Pages Item 4(c) Number of shares as to which such person has: SFM LLC ------- (i) Sole power to vote or to direct the vote: 740,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 740,000 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 450,000 (ii) Shared power to vote or to direct the vote: 740,000 (iii) Sole power to dispose or to direct the disposition of: 450,000 (iv) Shared power to dispose or to direct the disposition of: 740,000 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 740,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 740,000 Winston L.P. ------------ (i) Sole power to vote or to direct the vote: 185,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 185,000 (iv) Shared power to dispose or to direct the disposition of: 0 CFM --- (i) Sole power to vote or to direct the vote: 185,000 (ii) Shared power to vote or to direct the vote: 0 Page 18 of 31 Pages (iii) Sole power to dispose or to direct the disposition of: 185,000 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LDC ----------- (i) Sole power to vote or to direct the vote: 366,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 366,000 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LLC ----------- (i) Sole power to vote or to direct the vote: 184,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 184,000 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Advisors ------------------- (i) Sole power to vote or to direct the vote: 550,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 550,000 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Management --------------------- (i) Sole power to vote or to direct the vote: 550,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 550,000 (iv) Shared power to dispose or to direct the disposition of: 0 Page 19 of 31 Pages Dr. Chatterjee -------------- (i) Sole power to vote or to direct the vote: 735,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 735,000 (iv) Shared power to dispose or to direct the disposition of: 0 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 Quantum Partners, including Quantum Fund N.V., a Netherlands Antilles company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held 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, or 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, or proceeds from the sale of, the Shares, held for the account of Winston L.P. in accordance with their ownership 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. Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares held directly for the accounts of Mr. Soros, Winston L.P., Winston LDC and Winston LLC. Mr. Soros expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC and Winston LLC. 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 and Winston LLC. Winston LDC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LLC, Quantum Partners and Mr. Soros. Winston LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC, Mr. Soros and Quantum Partners. Each of Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Quantum Partners and Mr. Soros. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares held directly for the accounts of Mr. Soros and Quantum Partners. Page 20 of 31 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 21 of 31 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: March 6, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Assistant General Counsel Date: March 6, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: March 6, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: March 6, 1998 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., its General Partner By: Purnendu Chatterjee, Its General Partner By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Attorney-in-Fact Page 22 of 31 Pages Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact Date: March 6, 1998 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Attorney-in-Fact Date: March 6, 1998 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Manager Date: March 6, 1998 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Manager Date: March 6, 1998 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Vice President Page 23 of 31 Pages Date: March 6, 1998 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Attorney-in-Fact Page 24 of 31 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.................................... 25 B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus......................... 26 C. Power of Attorney dated May 31, 1995 granted by Dr. Chatterjee in favor of Mr. Peter Hurwitz............... 27 D. Power of Attorney dated October 25, 1996 granted by Winston Partners II LDC in favor of Mr. Peter Hurwitz................................................ 28 E. Joint Filing Agreement dated March 6, 1998 by and among 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 and Dr. Purnendu Chatterjee............................................. 29 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 25 of 31 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ George Soros ------------------------ GEORGE SOROS EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 26 of 31 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio Manager of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ Stanley F. Druckenmiller ---------------------------------- STANLEY F. DRUCKENMILLER EX-24 4 EXHIBIT C - POWER OF ATTORNEY Page 27 of 31 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make, constitute and appoint PETER HURWITZ as my agent and attorney in fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13(d)-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument this 31st day of May, 1995. /s/ Purnendu Chatterjee ----------------------------- PURNENDU CHATTERJEE EX-24 5 EXHIBIT D - POWER OF ATTORNEY Page 28 of 31 Pages EXHIBIT D POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned, Winston Partners II LDC (the "Company"), a Cayman Islands exempted limited duration company, hereby makes, constitutes and appoints PETER A. HURWITZ as the Company's agent and attorney in fact for the purpose of executing on behalf of the Company, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by the Company. IN WITNESS WHEREOF, the Company has executed this instrument this 25th day of October, 1996. WINSTON PARTNERS II LDC By: /s/ Kieran Conroy /s/ Wiekert Weber --------------------------------------- Name: Kieran Conroy / Wiekert Weber EX-99.E 6 EXHIBIT E - JOINT FILING AGREEMENT Page 29 of 31 Pages EXHIBIT E JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Sepracor Inc. dated as of March 6, 1998 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(f) under the Securities Exchange Act of 1934. Date: March 6, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Assistant General Counsel Date: March 6, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Page 30 of 31 Pages Date: March 6, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: March 6, 1998 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., its General Partner By: Purnendu Chatterjee, Its General Partner By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Attorney-in-Fact Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact Date: March 6, 1998 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Attorney-in-Fact Date: March 6, 1998 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Manager Page 31 of 31 Pages Date: March 6, 1998 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Manager Date: March 6, 1998 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Vice President Date: March 6, 1998 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----