-----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, RnXYW+fvFhAEgUE1agI5wtemLgVE+bDsFb8YtjTelfPAkXPPEjgsdMueCnjDsPrM MPOv935L5Wsq1e20bAGR5w== 0000899140-97-000014.txt : 19970107 0000899140-97-000014.hdr.sgml : 19970107 ACCESSION NUMBER: 0000899140-97-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970106 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: QIH MANAGEMENT INVESTOR L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: S-C PHOENIX HOLDINGS, L.L.C. GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: SOROS GEORGE 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: AMATI COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000065745 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 941675494 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13538 FILM NUMBER: 97501114 BUSINESS ADDRESS: STREET 1: 3801 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95150-5143 BUSINESS PHONE: 4084333300 MAIL ADDRESS: STREET 1: P O BOX 5143 CITY: SAN JOSE STATE: CA ZIP: 95150-5143 FORMER COMPANY: FORMER CONFORMED NAME: ICOT CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MICROFORM DATA SYSTEMS INC DATE OF NAME CHANGE: 19810223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [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--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMENDMENT NO. 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AMATI COMMUNICATIONS CORPORATION (Name of Issuer) Common Stock, $0.20 Par Value (Title of Class of Securities) 023115108 (CUSIP Number) Christopher E. Manno, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022 (212) 821-8000 (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 |_|.** Continued on following page(s) Page 1 of 40 Pages Exhibit Index: Page 34 2 - ------------------------ * Initial filing with respect to Soros Fund Management LLC and Mr. Stanley F. Druckenmiller. ** 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. 3 SCHEDULE 13D CUSIP No. 023115108 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 602,457 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 602,457 11 Aggregate Amount Beneficially Owned by Each Reporting Person 602,457 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 3.17% 14 Type of Reporting Person* IV *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP No. 023115108 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 Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 602,457 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 602,457 11 Aggregate Amount Beneficially Owned by Each Reporting Person 602,457 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 3.17% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP No. 023115108 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 Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 602,457 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 602,457 11 Aggregate Amount Beneficially Owned by Each Reporting Person 602,457 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 3.17% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP No. 023115108 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* 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 Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 602,457 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 602,457 11 Aggregate Amount Beneficially Owned by Each Reporting Person 602,457 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 3.17% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 SCHEDULE 13D CUSIP No. 023115108 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* 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 301,228 Shares Beneficially 8 Shared Voting Power Owned By 602,457 Each Reporting 9 Sole Dispositive Power Person 301,228 With 10 Shared Dispositive Power 602,457 11 Aggregate Amount Beneficially Owned by Each Reporting Person 903,685 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 4.72% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 SCHEDULE 13D CUSIP No. 023115108 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* 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 602,457 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 602,457 11 Aggregate Amount Beneficially Owned by Each Reporting Person 602,457 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 3.17% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 9 SCHEDULE 13D CUSIP No. 023115108 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person S-C PHOENIX HOLDINGS, L.L.C. 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 Delaware 7 Sole Voting Power Number of 301,228 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 301,228 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 301,228 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|x 13 Percent of Class Represented By Amount in Row (11) 1.60% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 10 SCHEDULE 13D CUSIP No. 023115108 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 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 Delaware 7 Sole Voting Power Number of 100,411 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 100,411 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 100,411 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) .54% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 11 SCHEDULE 13D CUSIP No. 023115108 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 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 Delaware 7 Sole Voting Power Number of 100,411 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 100,411 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 100,411 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) .54% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 12 SCHEDULE 13D CUSIP No. 023115108 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 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 Delaware 7 Sole Voting Power Number of 134,011 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 134,011 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 134,011 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) .71% 14 Type of Reporting Person* IV *SEE INSTRUCTIONS BEFORE FILLING OUT! 13 SCHEDULE 13D CUSIP No. 023115108 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 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 Delaware 7 Sole Voting Power Number of 66,806 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 66,806 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 66,806 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) .36% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 14 SCHEDULE 13D CUSIP No. 023115108 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 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 Delaware 7 Sole Voting Power Number of 200,817 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 200,817 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 200,817 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 1.07% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 15 SCHEDULE 13D CUSIP No. 023115108 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 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 Delaware 7 Sole Voting Power Number of 200,817 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 200,817 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 200,817 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 1.07% 14 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 16 SCHEDULE 13D CUSIP No. 023115108 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PURNENDU CHATTERJEE (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| 3 SEC Use Only 4 Source of Funds* AF 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 301,228 Shares Beneficially 8 Shared Voting Power Owned By 602,457 Each Reporting 9 Sole Dispositive Power Person 301,228 With 10 Shared Dispositive Power 602,457 11 Aggregate Amount Beneficially Owned by Each Reporting Person 903,685 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 4.72% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 17 This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, $0.20 par value per share (the "Shares"), of Amati Communications Corporation (the "Issuer"). This Amendment No. 1 amends the initial statement on Schedule 13D dated October 30, 1996 (the "Initial Statement") filed by certain of the Reporting Persons (as defined herein). This Amendment No. 1 is being filed by the Reporting Persons 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 ("Quantum Industrial"). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is amended as set forth herein. Item 2. Identity and Background. The list of reporting persons in Item 2 of the Initial Statement is hereby amended and restated in its entirety as follows. This statement is being filed on behalf of each of the following persons (collectively, the Reporting Persons"): i) Quantum Industrial Partners LDC; ii) QIH Management Investor, L.P. ("QIHMI"); iii) QIH Management, Inc. ("QIH Management"); iv) Soros Fund Management LLC; v) George Soros ("Mr. Soros"); vi) Stanley F. Druckenmiller; vii) S-C Phoenix Holdings, L.L.C. ("Phoenix Holdings"); viii) Winston Partners, L.P. ("Winston L.P."); ix) Chatterjee Fund Management, L.P. ("CFM"); x) Winston Partners II LDC ("Winston II LDC"); xi) Winston Partners II LLC ("Winston II LLC"); xii) Chatterjee Advisors, LLC ("Chatterjee Advisors") xiii) Chatterjee Management Company ("CMC"); and 18 xiv) Dr. Purnendu Chatterjee ("Dr. Chatterjee"). In addition, Item 2 of the Initial Statement is hereby further amended by (i) changing the sub-heading in Item 2 of "Quantum Industrial, QIHMI, QIH Management and Mr. Soros" to "Quantum Industrial, QIHMI, QIM Management, SFM LLC, Mr. Soros and Mr. Druckenmiller" and (ii) amending and restating the third and fourth paragraphs of such sub-section in their entirety as follows. Quantum Industrial, QIHMI, QIH Management, 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. SFM LLC's 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. Pursuant to regulations promulgated under Section 13(d) of the Act, 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, each may be deemed a beneficial owner of securities, including the Shares, held for the account of QIP. 19 During the past five years, none of Quantum Industrial, QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller 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 2 of the Initial Statement is hereby further amended by amending and restating the fourth sentence of the second paragraph and the second sentence of the third paragraph under the sub-heading "Winston L.P., CFM, Winston II LDC, Chatterjee Advisors, Winston II LLC and CMC" in their entirety as follows. The fourth sentence of the second paragraph shall now state: Chatterjee Advisors and Chatterjee Fund Investors LDC (an affiliate of Chatterjee Advisors) are also shareholders of Winston II LDC. The second sentence of the third paragraph shall now state: Chatterjee Advisors and Chatterjee Fund Investors LDC (an affiliate of Chatterjee Advisors) are also shareholders of Winston II LLC. Item 3. Sources and Amounts of Funds or Other Consideration Item 3 of the Initial Statement is hereby amended by adding the following paragraph to the end thereof: Based on the prevailing market prices of the Common Stock over the pricing periods set forth in the Investment Agreement, the Issuer was required under the terms of the Investment Agreement to issue an aggregate of 105,781 additional Shares to the Investors. Accordingly, at the final closing in respect of the First Tranche held on December 23, 1996, Quantum Industrial, Phoenix Holdings, Winston L.P., Winston II LDC and Winston II LLC received 52,891 of such additional Shares, 26,445 of such additional Shares, 8,811 of such additional Shares, 11,763 of such additional Shares, and 5,871 of such additional Shares, respectively. When aggregated with the Shares previously received by the Investors, Quantum Industrial, Phoenix Holdings, Winston L.P., Winston II LDC and Winston II LLC received an aggregate of 370,957 Shares, 185,478 Shares, 61,801 Shares, 82,501 Shares and 41,176 Shares, respectively, pursuant to the Investment Agreement (exclusive of the Warrants). Item 4. Purpose of Transaction. Item 4 of the Initial Statement is hereby amended by amending and restating the third paragraph thereof as follows: The Issuer filed two Registration Statements on Form S-3 which were declared effective on October 23, 1996 and on December 19, 1996, respectively, and the shares offered thereby may be delivered and/or sold in transactions from time to time on the over-the-counter market, on the Nasdaq National Market, in negotiated transactions, or a combination of methods of sale, at market prices prevailing at the time, at prices related to such prevailing prices or at negotiated prices. In addition, the Investors may make short sales of the Shares and may use the shares issued under the Investment Agreement or upon exercise of the Warrants to cover the resulting positions. Item 4 of the Initial Statement is hereby further amended by adding the following to the final paragraph thereof. 20 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 respective Reporting Persons and/or SFM Clients, market conditions or other factors. Item 5. Interest in Securities of the Issuer. Item 5 of the Initial Statement is hereby amended and restated in its entirety as follows. (a) (i) The aggregate number of Shares of which each of Quantum Industrial, QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller may be deemed a beneficial owner is 602,457 (approximately 3.17% of the total number of Shares which would be outstanding assuming the exercise or conversion of all convertible securities held for the account of Quantum Industrial). This number consists of (A) 302,457 Shares which Quantum Industrial purchased under the Put Notice in respect of the First Tranche, (B) 150,000 Shares issuable upon exercise of the Class A Warrants held for the account of Quantum Industrial and (C) 150,000 Shares issuable upon exercise of the Class B Warrants held for the account of Quantum Industrial. (ii) The aggregate number of Shares of which Phoenix Holdings may be deemed a beneficial owner is 301,228 (approximately 1.60% of the total number of shares which would be outstanding assuming the exercise or conversion of all convertible securities held for its account). This number consists of (A) 151,228 Shares which Phoenix Holdings purchased under the Put Notice in respect of the First Tranche, (B) 75,000 Shares issuable upon exercise of Class A Warrants held for its account and (C) 75,000 Shares issuable upon exercise of the Class B Warrants held for its account. (iii) The aggregate number of Shares of which each of Winston L.P. and CFM may be deemed a beneficial owner is 100,411 (approximately 0.54% of the total number of Shares which would be outstanding assuming the exercise or conversion of all convertible securities held for its account). This number consists of (A) 50,431 Shares which Winston L.P. purchased under the Put Notice in respect of the First Tranche, (B) 24,990 Shares issuable upon exercise of the Class A Warrants held for the account of Winston L.P. and (C) 24,990 Shares issuable upon exercise of the Class B Warrants held for the account of Winston L.P. (iv) The aggregate number of Shares of which Winston II LDC may be deemed a beneficial owner is 134,011 (approximately 0.71% of the total number of Shares which would be outstanding assuming the exercise or conversion of all convertible securities held for its account). This number consists of (A) 67,291 Shares which Winston II LDC purchased under the Put Notice in respect of the First Tranche, (B) 33,360 Shares issuable upon exercise of the Class A Warrants held for its account and (C) 33,360 Shares issuable upon exercise of the Class B Warrants held for its account. (v) The aggregate number of Shares of which Winston II LLC may be deemed a beneficial owner is 66,806 (approximately 0.36% of the total number of Shares which would be outstanding assuming the exercise or conversion of all convertible securities held for its account). 21 This number consists of (A) 33,506 Shares which Winston II LLC purchased under the Put Notice in respect of the First Tranche, (B) 16,650 Shares issuable upon exercise of the Class A Warrants held for its account and (C) 16,650 Shares issuable upon exercise of the Class B Warrants held for its account. (vi) The aggregate number of Shares of which each of CMC and Chatterjee Advisors may be deemed a beneficial owner is 200,817 (approximately 1.07% of the total number of Shares which would be outstanding assuming the exercise or conversion of all convertible securities held for the accounts of Winston II LDC and Winston II LLC). This number consists of (A) 134,011 Shares which Winston II LDC may be deemed to own beneficially and (B) 66,806 Shares which Winston II LLC may be deemed to own beneficially. (vii) The aggregate number of Shares of which Dr. Chatterjee may be deemed a beneficial owner is 903,685 (approximately 4.72% of the total number of Shares which would be outstanding assuming the exercise or conversion of all convertible securities of which Dr. Chatterjee may be deemed the beneficial owner). This number consists of (A) 200,817 Shares which CMC and Chatterjee Advisors may be deemed to own beneficially, (B) 100,411 Shares which CFM and Winston L.P. may be deemed to own beneficially and (C) 602,457 Shares which Quantum Industrial may be deemed to own beneficially. (viii) The aggregate number of Shares of which Mr. Soros may be deemed a beneficial owner is 903,685 (approximately 4.72% of the total number of Shares which would be outstanding assuming the exercise or conversion of all convertible securities of which Mr. Soros may be deemed the beneficial owner). This number consists of (A) 602,457 Shares which Quantum Industrial may be deemed to own beneficially and (B) 301,228 Shares which Phoenix Holdings may be deemed to own beneficially. The percentages used herein are calculated based upon the 18,586,980 shares of Common Stock stated to be issued and outstanding at December 12, 1996, in the Issuer's Registration Statement on Form S-3, filed on December 16, 1996, plus (i) the 105,781 additional Shares issued pursuant to the final closing of the Investment Agreement and (ii) with respect to each Reporting Person, the number of Shares issuable upon exercise of the Warrants which such Reporting Person may be deemed to own beneficially. (b) (i) Each of Quantum Industrial, QIHMI, QIH Management, SFM LLC (by virtue of the QIP contract), Mr. Soros (as result of his position with SFM LLC), Mr. Druckenmiller (as a result of his position with SFM LLC) and Dr. Chatterjee (as a result of his position as a sub-investment advisor to QIP with respect to the Shares) may be deemed to have the shared power to direct the voting and disposition of the Shares and the Warrants held for the account of Quantum Industrial and any Shares issuable upon exercise of the aforementioned Warrants. (ii) Phoenix Holdings and Mr. Soros (in his capacity as a managing member of Phoenix Holdings with sole voting and dispositive powers with respect to Shares and the Warrants of the Issuer) each may be deemed to have the sole power to vote and dispose of the Shares and the Warrants held for the account of Phoenix Holdings and any Shares issuable upon exercise of the aforementioned Warrants. 22 (iii) Each of Winston L.P., CFM (as the sole general partner of Winston) and Dr. Chatterjee (as the sole general partner of CFM) may be deemed to have the sole power to direct the voting and disposition of the Shares and the Warrants held for the account of Winston L.P. and any Shares issuable upon exercise of the aforementioned Warrants. (iv) Each of Winston II LDC, Chatterjee Advisors (as manager of Winston II LDC), CMC (as investment advisor to Winston II LDC) and Dr. Chatterjee (as the person ultimately in control of both Chatterjee Advisors and CMC) may be deemed to have the sole power to direct the voting and disposition of the Shares and the Warrants held for the account of Winston II LDC and any Shares issuable upon exercise of the aforementioned Warrants. (v) Each of Winston II LLC, Chatterjee Advisors (as manager of Winston II LLC), CMC (as investment advisor to Winston II LLC) and Dr. Chatterjee (as the person ultimately in control of both Chatterjee Advisors and CMC) may be deemed to have the sole power to direct the voting and disposition of the Shares and the Warrants held for the account of Winston II LLC and any Shares issuable upon exercise of the aforementioned Warrants. (c) Except as disclosed in Item 2 hereof, which is incorporated by reference in this Item 5, and the transactions listed on Annex C hereto, 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 Quantum Industrial, including Quantum Industrial Holdings Ltd., a British Virgin Islands international business company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities described herein as being held for the account of Quantum Industrial in accordance with their ownership interests in Quantum Industrial. (ii) Mr. Soros, in his capacity as a managing member of Phoenix Holdings, has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, the securities described herein as being held for the account of Phoenix Holdings. (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 securities described herein as being held for the account of Winston L.P. in accordance with their partnership interests in Winston L.P. (iv) The shareholders of each of Winston II LDC (including Winston Offshore) and Winston II LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities described herein as being held for the account of each of Winston II LDC and Winston II LLC in accordance with their ownership interests in Winston II LDC and Winston II LLC, respectively. (e) Not applicable. 23 Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares and Warrants not held directly for the accounts of SFM Clients or Quantum Industrial. Each of Quantum Industrial, QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares and Warrants not held directly for the account of Quantum Industrial. Each of Winston II LDC, Winston II LLC, CMC and Chatterjee Advisors expressly disclaims beneficial ownership of any Shares and Warrants not held directly for the accounts Winston II LDC and Winston II LLC, respectively. Each of Winston L.P. and CFM expressly disclaims beneficial ownership of any Shares and Warrants not held directly for the account of Winston L.P. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares and Warrants not held directly for the accounts of Quantum Industrial, Winston II LDC, Winston II LLC and Winston L.P. Mr. Soros expressly disclaims beneficial ownership of any Shares and Warrants not held directly for the accounts of Quantum Industrial and Phoenix Holdings. Item 7. Material to be Filed as Exhibits. Exhibits K and L in Item 7 of the Initial Statement are hereby amended and restated in their entirety as follows. K. 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. L. 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. M. Joint Filing Agreement, dated January 1, 1997, by and among Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., QIH Management Investor, L.P., QIH Management, Inc., Winston Partners, L.P., Winston Partners II LDC, Winston Partners II LLC, Chatterjee Management Company, Chatterjee Advisors, LLC, Chatterjee Fund Management, L.P., Dr. Purnendu Chatterjee, Soros Fund Management LLC, Mr. George Soros and Mr. Stanley F. Druckenmiller. 24 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. January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren Sean C. Warren Attorney-in-Fact January 1, 1997 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. its Sole General Partner By: /s/ Sean C. Warren Sean C. Warren Vice President January 1, 1997 QIH MANAGEMENT, INC. By: /s/ Sean C. Warren Sean C. Warren Vice President January 1, 1997 SOROS FUND MANAGEMENT LLC By: /s/ Sean C. Warren Sean C. Warren Managing Director 25 January 1, 1997 GEORGE SOROS By: /s/ Sean C. Warren Sean C. Warren Attorney-in-Fact January 1, 1997 STANLEY F. DRUCKENMILLER By: /s/ Sean C. Warren Sean C. Warren Attorney-in-Fact January 1, 1997 S-C PHOENIX HOLDINGS, LLC By: /s/ Sean C. Warren Sean C. Warren Manager January 1, 1997 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P. General Partner By: Purnendu Chatterjee, General Partner By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact 26 January 1, 1997 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact January 1, 1997 WINSTON PARTNERS II LDC By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact January 1, 1997 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /s/ Peter A. Hurwitz Peter A. Hurwitz Manager January 1, 1997 CHATTERJEE ADVISORS LLC By: /s/ Peter A. Hurwitz Peter A. Hurwitz Manager January 1, 1997 CHATTERJEE MANAGEMENT COMPANY By: /s/ Peter A. Hurwitz Peter A. Hurwitz Vice President 27 January 1, 1997 PURNENDU CHATTERJEE By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact 28 ANNEX B ANNEX B of the Initial Statement is hereby amended and restated in its entirety as follows. 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. 29 ANNEX C RECENT TRANSACTIONS IN THE COMMON STOCK OF AMATI COMMUNICATIONS CORPORATION ANNEX C of the Initial Statement is hereby amended and restated in its entirety as follows. Quantum Industrial NATURE OF NUMBER OF PRICE PER TRADE DATE TRANSACTION SHARES SHARE - ---------- ----------- --------- --------- 11/06/96 Sale 5,000 15.820 11/06/96 Sale 5,000 15.820 11/06/96 Sale 5,000 15.820 11/07/96 Sale 5,000 17.343 11/08/96 Sale 5,000 17.945 11/12/96 Sale 5,000 19.045 11/13/96 Sale 5,000 18.331 11/14/96 Sale 5,000 18.543 11/15/96 Sale 5,000 18.320 11/18/96 Sale 5,000 17.929 11/19/96 Sale 5,000 17.426 11/20/96 Sale 5,000 16.719 11/21/96 Sale 5,000 16.930 11/22/96 Sale 5,000 16.565 11/25/96 Sale 5,000 16.844 11/26/96 Sale 3,500 16.369 31 Phoenix Holdings NATURE OF NUMBER OF PRICE PER TRADE DATE TRANSACTION SHARES SHARE - ---------- ----------- --------- --------- 11/06/96 Sale 2,500 15.820 11/07/96 Sale 2,500 17.343 11/08/96 Sale 2,500 17.945 11/12/96 Sale 2,500 19.045 11/13/96 Sale 2,500 18.331 11/14/96 Sale 2,500 18.543 11/15/96 Sale 2,500 18.320 11/18/96 Sale 2,500 17.929 11/19/96 Sale 2,500 17.426 11/20/96 Sale 2,500 16.722 11/21/96 Sale 2,500 16.930 11/22/96 Sale 2,500 16.565 11/25/96 Sale 2,500 16.844 11/26/96 Sale 1,750 16.369 32 Winston L.P. NATURE OF NUMBER OF PRICE PER TRADE DATE TRANSACTION SHARES SHARE - ---------- ----------- --------- --------- 11/06/96 Sale 830 15.820 11/07/96 Sale 830 17.343 11/08/96 Sale 830 17.945 11/12/96 Sale 830 19.045 11/13/96 Sale 830 18.331 11/14/96 Sale 830 18.543 11/15/96 Sale 830 18.320 11/18/96 Sale 830 17.929 11/19/96 Sale 830 17.426 11/20/96 Sale 830 16.719 11/21/96 Sale 830 16.930 11/22/96 Sale 830 16.565 11/25/96 Sale 830 16.844 11/26/96 Sale 580 16.369 33 Winston II LDC NATURE OF NUMBER OF PRICE PER TRADE DATE TRANSACTION SHARES SHARE - ---------- ----------- --------- --------- 11/06/96 Sale 1,110 15.820 11/07/96 Sale 1,110 17.343 11/08/96 Sale 1,110 17.945 11/12/96 Sale 1,110 19.045 11/13/96 Sale 1,110 18.331 11/14/96 Sale 1,110 18.543 11/15/96 Sale 1,110 18.320 11/18/96 Sale 1,110 17.929 11/19/96 Sale 1,110 17.426 11/20/96 Sale 1,110 16.719 11/21/96 Sale 1,110 16.930 11/22/96 Sale 1,110 16.565 11/25/96 Sale 1,110 16.844 11/26/96 Sale 780 16.369 34 Winston II LLC NATURE OF NUMBER OF PRICE PER TRADE DATE TRANSACTION SHARES SHARE - ---------- ----------- --------- --------- 11/06/96 Sale 560 15.820 11/07/96 Sale 560 17.343 11/08/96 Sale 560 17.945 11/12/96 Sale 560 19.045 11/13/96 Sale 560 18.331 11/14/96 Sale 560 18.543 11/15/96 Sale 560 18.320 11/18/96 Sale 560 17.929 11/19/96 Sale 560 17.426 11/20/96 Sale 560 16.719 11/21/96 Sale 560 16.930 11/22/96 Sale 560 16.565 11/25/96 Sale 560 16.844 11/26/96 Sale 390 16.369 35 EXHIBIT INDEX K. 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 L. 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 M. Joint Filing Agreement, dated January 1, 1997, by and among Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., QIH Management Investor, L.P., QIH Management, Inc., Winston Partners, L.P., Winston Partners II LDC, Winston Partners II LLC, Chatterjee Management Company, Chatterjee Advisors, LLC, Chatterjee Fund Management, L.P., Dr. Purnendu Chatterjee, Soros Fund Management LLC, Mr. George Soros and Mr. Stanley F. Druckenmiller EX-24 2 EXHIBIT K 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 L 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 4 EXHIBIT M JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Amati Communications Corporation dated January 1, 1997 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. January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren Sean C. Warren Attorney-in-Fact January 1, 1997 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. its Sole General Partner By: /s/ Sean C. Warren Sean C. Warren Vice President January 1, 1997 QIH MANAGEMENT, INC. By: /s/ Sean C. Warren Sean C. Warren Vice President January 1, 1997 SOROS FUND MANAGEMENT LLC By: /s/ Sean C. Warren Sean C. Warren Managing Director January 1, 1997 GEORGE SOROS By: /s/ Sean C. Warren Sean C. Warren Attorney-in-Fact January 1, 1997 STANLEY F. DRUCKENMILLER By: /s/ Sean C. Warren Sean C. Warren Attorney-in-Fact January 1, 1997 S-C PHOENIX HOLDINGS, LLC By: /s/ Sean C. Warren Sean C. Warren Manager January 1, 1997 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P. General Partner By: Purnendu Chatterjee, General Partner By:/s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact January 1, 1997 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact January 1, 1997 WINSTON PARTNERS II LDC By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact January 1, 1997 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /s/ Peter A. Hurwitz Peter A. Hurwitz Manager January 1, 1997 CHATTERJEE ADVISORS LLC By: /s/ Peter A. Hurwitz Peter A. Hurwitz Manager January 1, 1997 CHATTERJEE MANAGEMENT COMPANY By: /s/ Peter A. Hurwitz Peter A. Hurwitz Vice President January 1, 1997 PURNENDU CHATTERJEE By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----