-----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, F68JdrupcB3U4wlBIvwj39L5FTgORN0hsm/gPUgrKMiCQhshA6pJTpXw0pSNPstO fk7tjBc7ps8n53ZD7kaaQQ== 0000921530-97-000024.txt : 19970107 0000921530-97-000024.hdr.sgml : 19970107 ACCESSION NUMBER: 0000921530-97-000024 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970106 SROS: NASD GROUP MEMBERS: GEORGE SOROS 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: TIVADAR CHARTIBLE LEAD TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IPC HOLDINGS LTD CENTRAL INDEX KEY: 0000909815 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45701 FILM NUMBER: 97501137 BUSINESS ADDRESS: STREET 1: 29 RICHMOND RD STREET 2: C/O AMERICAN INTERNATIONAL BLDG CITY: PEMBROKE HM 08 BERMU STATE: D0 BUSINESS PHONE: 4412952121 MAIL ADDRESS: STREET 1: C/O AMERICAN INTERNATIONAL BUILDING STREET 2: 29 RICHMOND RD CITY: PEMBROKE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 13D RE IPC HOLDINGS LTD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* IPC HOLDINGS, LTD. -------------------------------- (Name of Issuer) Common Stock, $.01 Par Value ------------------------------------------- (Title of Class of Securities) G4933P101 -------------------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 399 Park Avenue New York, New York 10022 (212) 872-1000 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 1997 ----------------------------- (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 [_].** (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) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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 23 Pages Exhibit Index: Page 18 - ----------------- ** A filing fee is not being paid with this statement pursuant to SEC Release No. 33-7331 whereby the filing fee has been eliminated for Schedule 13D. Page 2 of 23 Pages SCHEDULE 13D CUSIP No. G4933P101 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* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power Number of 1,638,045 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,638,045 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,638,045 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 6.55% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 23 Pages SCHEDULE 13D CUSIP No. G4933P101 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* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 1,638,045 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,638,045 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,638,045 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 6.55% 14 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 23 Pages SCHEDULE 13D CUSIP No. G4933P101 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* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 1,638,045 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,638,045 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,638,045 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 6.55% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 23 Pages SCHEDULE 13D CUSIP No. G4933P101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 1,638,045 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,638,045 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,638,045 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 6.55% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 23 Pages SCHEDULE 13D CUSIP No. G4933P101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,638,045 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,638,045 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,638,045 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 6.55% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 23 Pages SCHEDULE 13D CUSIP No. G4933P101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,638,045 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,638,045 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,638,045 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 6.55% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 23 Pages SCHEDULE 13D CUSIP No. G4933P101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Tivadar Charitable Lead Trust under agreement dated 9/30/82, by George Soros As Grantor 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 751,088 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 751,088 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 751,088 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 3.00% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 23 Pages This Statement on Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the "Shares"), of IPC Holdings, Ltd. (the "Issuer"). This Statement is being filed by the Reporting Persons (as defined herein) to report an agreement between one of the Reporting Persons and Soros Fund Management LLC, a newly formed Delaware limited liability company ("SFM LLC"), pursuant to which SFM LLC has been granted investment discretion over the Shares held for the account of Quantum Industrial Partners LDC ("QIP"). As a result of this contract, SFM LLC and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"), in his capacity as Lead Portfolio Manager of SFM LLC, may be deemed to have acquired beneficial ownership of more than 5% of the outstanding Shares. This Schedule 13D is being filed in lieu of a Schedule 13G for the calendar year ending December 31, 1996, reporting the holdings of certain Reporting Persons (as defined below) including QIP, QIH Management Investor, L.P. ("QIHMI"), QIH Management, Inc. ("QIH Management") and Mr. George Soros ("Mr. Soros"). Item 1. Security and Issuer. This Statement relates to the Shares. The address of the principal executive offices of the Issuer is American International Building, 29 Richmond Road, Hamilton HMO8, Bermuda Item 2. Identity and Background. This statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) QIP; ii) QIHMI; iii) QIH Management; iv) SFM LLC; v) Mr. Soros; vi) Mr. Druckenmiller; and vii) Tivadar Charitable Lead Trust under agreement dated 9/30/82, by Mr. Soros as Grantor ("Tivadar"). The Reporting Persons QIP, QIHMI and QIH Management - ----------------------------- QIP is a Cayman Islands exempted limited duration company with its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The principal business of QIP is investment in securities. Current Page 10 of 23 Pages information concerning the identity and background of the directors and officers of QIP is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. QIHMI, an investment advisory firm organized as a Delaware limited partnership, is a minority shareholder of, and (pursuant to constituent documents of QIP) is vested with investment discretion with respect to the portfolio assets held for the account of, QIP. The principal business of QIHMI is to provide management and advisory services to, and to invest in, QIP. QIH Management, a Delaware corporation of which Mr. Soros is the sole shareholder, is the sole general partner of QIHMI. The principal business of QIH Management is to serve as the sole general partner of QIHMI. QIHMI and QIH Management have their principal offices at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. QIHMI, by reason of its investment discretion over the securities owned by QIP, and QIH Management, as the sole general partner of QIHMI, may each be deemed the beneficial owner of securities (including the Shares) held for the account of QIP for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"). SFM LLC, Mr. Soros and Mr. Druckenmiller - ---------------------------------------- In connection with the restructuring of the business of SFM, which will now be conducted through SFM LLC, Mr. Soros has entered into an agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros has, among other things, agreed to use his best efforts to cause QIH Management, as the general partner of QIHMI, to act at the direction of SFM LLC, which agreement to so act shall terminate upon the earlier of (a) the assignment to SFM LLC of the legal and beneficial ownership interest in QIH Management and (b) the assignment to SFM LLC of the general partnership interest in QIHMI (the "QIP Contract"). The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein. SFM LLC has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its principal business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies (the "SFM Clients"). Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Set forth in Annex B hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of the Managing Directors of SFM LLC. The principal occupation of Mr. Soros, a United States citizen, is his direction of the activities of SFM LLC, which is carried out in his capacity as Chairman of SFM LLC at SFM LLC's principal office. The principal occupation of Mr. Druckenmiller, a United States citizen, is his position as Lead Portfolio Manager and a Member of the Management Committee of SFM LLC, which is carried out at SFM LLC's principal office. Page 11 of 23 Pages Pursuant to regulations promulgated under Section 13(d) of the Act, each of SFM LLC, pursuant to the provisions of the QIP Contract, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, may be deemed a beneficial owner of securities, including the Shares, held for the account of QIP. Tivadar - ------- Tivadar is a charitable lead trust created by Mr. Soros, as grantor, on September 30, 1982 for the benefit of charitable donees and members of his family. The principal address of Tivadar is 330 Engle Street, Tenafly, New Jersey 07670. Mr. Michael C. Neus ("Mr. Neus") serves as the sole trustee for Tivadar, which is governed by the laws of the State of New York. The principal occupation of Mr. Neus, a United States citizen, is as an attorney, a function which is carried out in his capacity as Assistant General Counsel of SFM LLC at its principal office located at 888 Seventh Avenue, New York, New York 10106. During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, any other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which he 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. Item 3. Source and Amount of Funds or Other Consideration. None of the Reporting Persons has expended any funds or other consideration within the last 60 days prior to the date hereof to purchase the Shares held for the accounts of QIP and Tivadar. The securities held for the accounts of QIP and/or Tivadar may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in its margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firm's credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. All of the Shares reported herein as having been acquired for or disposed of from the accounts of QIP and/or Tivadar were acquired or disposed of for investment purposes. Neither the Reporting Persons nor, to the best of their knowledge, any of the other individuals identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons and/or SFM Clients, market conditions or other factors. Item 5. Interest in Securities of the Issuer. Page 12 of 23 Pages (a) (i) Each of QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed the beneficial owner of the 1,638,045 Shares held for the account of QIP (approximately 6.55% of the total number of Shares outstanding). (ii) Tivadar may be deemed the beneficial owner of 751,088 Shares (approximately 3.00% of the total number of Shares outstanding). (b) (i) Each of QIP, QIHMI, QIH Management, and SFM LLC (by virtue of the QIP Contract) may be deemed to have the sole power to direct the voting and disposition of the 1,638,045 Shares held for the account of QIP. (ii) Mr. Soros and Mr. Druckenmiller, as a result of their positions with SFM LLC, may be deemed to have shared power to direct the voting and disposition of the 1,638,045 Shares held for the account of QIP. (iii) The power to direct the voting and disposition of the 751,088 Shares held for the account of Tivadar is vested in Mr. Neus, as sole trustee of Tivadar. (c) Except as disclosed in Item 2 hereof, which is incorporated by reference in this Item 5, there have been no transactions effected with respect to the Shares since November 2, 1996 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (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, securities (including the Shares) held for the account of QIP in accordance with their share ownership interests in QIP. (ii) The beneficiaries of Tivadar, which include charitable donees and family members of Mr. Soros, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for the account of Tivadar in accordance with the terms of the trust. (e) Not applicable. Each of SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares not held directly for the accounts of the SFM Clients and the account of QIP. Each of QIP, QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares not held directly for the account of QIP. Tivadar expressly disclaims beneficial ownership of any Shares not held directly for its account. Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to Securities of the Issuer. From time to time, each of the Reporting Persons and/or the SFM Clients may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time, to the Page 13 of 23 Pages extent permitted by applicable laws, each of the Reporting Persons and/or the SFM Clients may borrow securities, including the Shares, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as described above, none of the Reporting Persons and SFM Clients has any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. C. Joint Filing Agreement dated January 1, 1997 by and among QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros, Mr. Druckenmiller and Tivadar. D. Power of Attorney dated May 23, 1996 granted by QIP in favor of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus. Page 14 of 23 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: January 1, 1997 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 SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Page 15 of 23 Pages STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact TIVADAR CHARITABLE LEAD TRUST By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Sole Trustee Page 16 of 23 Pages 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. Netherlands Antilles Willemstad Managing Director corporations Curacao, (Netherlands Antilles) Netherlands Antilles Inter Caribbean Services Administrative services Citco Building Limited Wickhams Cay Secretary Road Town (British Virgin Islands) Tortola British Virgin Islands Page 17 of 23 Pages ANNEX B The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Page 18 of 23 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............................................................. 19 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................................................. 20 C. Joint Filing Agreement dated January 1, 1997 by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller and Tivadar Charitable Lead Trust............................................................... 21 D. Power of Attorney dated May 23, 1996 granted by QIP in favor of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus................................................................ 23 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 19 of 23 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 20 of 23 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-99.C 4 EXHIBIT C - JOINT FIING AGREEMENT Page 21 of 23 Pages EXHIBIT C JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of IPC Holdings, Ltd. dated January 1, 1997 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: January 1, 1997 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 SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Page 22 of 23 Pages STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact TIVADAR CHARITABLE LEAD TRUST By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Sole Trustee EX-24 5 EXHIBIT D - POWER OF ATTORNEY Page 23 of 23 Pages EXHIBIT D QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), an exempted limited duration company existing and operating under the laws of the Cayman Islands does, pursuant to a duly adopted resolution of its Managing Director, hereby designate, constitute and appoint: GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS acting, singly and not jointly, as its true and lawful agent and attorney in fact for the purpose of executing in its name, 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. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd day of May, 1996. QUANTUM INDUSTRIAL PARTNERS LDC Curacao Corporation Company N.V. Managing Director -----END PRIVACY-ENHANCED MESSAGE-----