-----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, KA5yqz0rmzKD6QlBubb7FXDlC7s1cL3lGJ6EECrvjBXWeMcEVB1+pCxZS84/lrW2 7KanlW5DLTDPBXonDQSx1w== 0000899140-97-000536.txt : 19970716 0000899140-97-000536.hdr.sgml : 19970716 ACCESSION NUMBER: 0000899140-97-000536 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970715 SROS: NASD GROUP MEMBERS: CHATTERJEE ADVISORS L.L.C. GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: CHATTERJEE PURNENDU GROUP MEMBERS: GEORGE SOROS 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: STANLEY F. DRUCKENMILLER GROUP MEMBERS: WINSTON PARTNERS II L.L.C. GROUP MEMBERS: WINSTON PARTNERS II LDC 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: 97640399 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: CHATTERJEE PURNENDU CENTRAL INDEX KEY: 0000915989 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 545217871 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SOROS FUND MANAGEMENT STREET 2: 888 SEVENTH AVE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2123975552 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMENDMENT NO. 2 TO SCHDEULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) July 10, 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 |_|. 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. Continued on following page(s) Page 1 of 22 Pages Exhibit Index: Page N/A 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 814,501 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 814,501 11 Aggregate Amount Beneficially Owned by Each Reporting Person 814,501 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 4.10% 14 Type of Reporting Person* IV *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 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 814,501 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 814,501 11 Aggregate Amount Beneficially Owned by Each Reporting Person 814,501 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 4.10% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 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 814,501 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 814,501 11 Aggregate Amount Beneficially Owned by Each Reporting Person 814,501 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 4.10% 14 Type of Reporting Person* CO *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 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 814,501 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 814,501 11 Aggregate Amount Beneficially Owned by Each Reporting Person 814,501 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 4.10% 14 Type of Reporting Person* OO *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 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 407,250 Shares Beneficially 8 Shared Voting Power Owned By 814,501 Each Reporting 9 Sole Dispositive Power Person 407,250 With 10 Shared Dispositive Power 814,501 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,221,751 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 6.10% 14 Type of Reporting Person* IA *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 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 814,501 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 814,501 11 Aggregate Amount Beneficially Owned by Each Reporting Person 814,501 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 4.10% 14 Type of Reporting Person* IA *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 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 407,250 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 407,250 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 407,250 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 2.06% 14 Type of Reporting Person* OO *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 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 135,771 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 135,771 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 135,771 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) .69% 14 Type of Reporting Person* PN *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 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 135,771 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 135,771 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 135,771 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) .69% 14 Type of Reporting Person* IA; PN *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 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 181,191 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 181,191 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 181,191 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) .92% 14 Type of Reporting Person* IV *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 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 90,288 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 90,288 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 90,288 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) .46% 14 Type of Reporting Person* OO *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 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 271,479 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 271,479 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 271,479 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 1.38% 14 Type of Reporting Person* OO; IA *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 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 271,479 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 271,479 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 271,479 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 1.38% 14 Type of Reporting Person* CO; IA *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 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 407,250 Shares Beneficially 8 Shared Voting Power Owned By 814,501 Each Reporting 9 Sole Dispositive Power Person 407,250 With 10 Shared Dispositive Power 814,501 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,221,751 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X| 13 Percent of Class Represented By Amount in Row (11) 6.10% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 15 This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to shares of Common Stock, $0.20 par value per share (the "Shares"), of Amati Communications Corporation (the "Issuer"). This Amendment No. 2 amends the initial statement on Schedule 13D dated October 30, 1996 as amended by Amendment No. 1 thereto dated January 1, 1997 (collectively, the "Prior Statement") filed by the Reporting Persons (as defined therein). This Amendment No. 2 is being filed by the Reporting Persons to report the acquisition of additional Shares of the Issuer as a result of which the percentage of the total number of Shares outstanding of which the Reporting Persons may be deemed beneficial owners has increased by more than one percent. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Prior Statement. The Prior Statement is amended as set forth herein. Item 2. Identity and Background. Item 2 of the Prior Statement is hereby amended by amending and restating Annex B as incorporated therein in the last sentence of the fourth paragraph of the sub-section entitled "Quantum Industrial, QIHMI, QIM Management, SFM LLC, Mr. Soros and Mr. Druckenmiller." Item 3. Sources and Amounts of Funds or Other Consideration Item 3 of the Prior Statement is hereby amended by adding the following paragraph to the end thereof: The Issuer delivered a Put Notice relating to the Second Tranche on June 3, 1997 and the initial closing with respect to the Shares to be purchased by the Investors occurred on July 10, 1997. The final closing with respect to the Shares to be purchased by the Investors is expected to occur within 60 days from the date hereof. At the initial closing in respect of the Second Tranche, Quantum Industrial, Phoenix Holdings, Winston L.P., Winston II LDC and Winston II L.L.C. received 212,044 Shares, 106,022 Shares, 35,360 Shares, 47,180 Shares and 23,482 Shares, respectively. The number of Shares received by the Investors at the initial closing is subject to adjustment depending on the prevailing market prices of the Common Stock over the pricing periods set forth in the Investment Agreement. To the extent the market price of the Common Stock declines during the pricing periods set forth in the Investment Agreement, the Issuer may be required to issue additional Shares to the Investors at final closing. Item 4. Purpose of Transaction. Item 4 of the Prior Statement is hereby amended by amending and restating the third paragraph thereof as follows: The Issuer filed (i) two Registration Statements on Form S-3 in respect of the Shares issued pursuant to the First Tranche which were declared effective on October 23, 1996 and on December 19, 1996, respectively, and (ii) one Registration Statement on Form S-3 in respect of the Shares issued pursuant to the Second Tranche which was declared effective on July 8, 1997, 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 5. Interest in Securities of the Issuer. (1) Item 5(a) of the Prior 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 16 814,501 (approximately 4.10% 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) 212,044 Shares which Quantum Industrial purchased under the Put Notice in respect of the Second Tranche, (C) 150,000 Shares issuable upon exercise of the Class A Warrants held for the account of Quantum Industrial and (D) 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 407,250 (approximately 2.06% 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) 106,022 Shares which Phoenix Holdings purchased under the Put Notice in respect of the Second Tranche, (C) 75,000 Shares issuable upon exercise of Class A Warrants held for its account and (D) 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 135,771 (approximately .69% 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) 35,360 Shares which Winston L.P. purchased under the Put Notice in respect of the Second Tranche, (C) 24,990 Shares issuable upon exercise of the Class A Warrants held for the account of Winston L.P. and (D) 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 181,191 (approximately .92% 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) 47,180 Shares which Winston II LDC purchased under the Put Notice in respect of the Second Tranche, (C) 33,360 Shares issuable upon exercise of the Class A Warrants held for its account and (D) 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 90,288 (approximately .46% 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) 33,506 Shares which Winston II LLC purchased under the Put Notice in respect of the First Tranche, (B) 23,482 Shares which Winston II L.L.C. purchased under the Put Notice in respect of the Second Tranche, (C) 16,650 Shares issuable upon exercise of the Class A Warrants held for its account and (D) 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 271,479 (approximately 1.38% 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) 181,191 Shares which Winston II LDC may be deemed to own beneficially and (B) 90,288 Shares which Winston II LLC may be deemed to own beneficially. 17 (vii) The aggregate number of Shares of which Dr. Chatterjee may be deemed a beneficial owner is 1,221,751 (approximately 6.10% 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) 271,479 Shares which CMC and Chatterjee Advisors may be deemed to own beneficially, (B) 135,771 Shares which CFM and Winston L.P. may be deemed to own beneficially and (C) 814,501 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 1,221,751 (approximately 6.10% 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) 814,501 Shares which Quantum Industrial may be deemed to own beneficially and (B) 407,250 Shares which Phoenix Holdings may be deemed to own beneficially. The percentages used herein are calculated based upon the 19,151,250 shares of Common Stock represented by the Issuer to be issued and outstanding at June 3, 1997 in the Put Notice in respect of the Second Tranche, dated June 3, 1997, plus 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. (2) Item 5(c) of the Prior Statement is hereby amended and restated in its entirety as follows. (c) Except as disclosed in Item 3, which is incorporated by reference in this Item 5, there have been no transactions effected with respect to the Shares since May 14, 1997 (60 days prior to the date hereof) by any of the Reporting Persons. 18 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. July 14, 1997 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact July 14, 1997 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. its Sole General Partner By: /s/ Michael C. Neus Michael C. Neus Vice President July 14, 1997 QIH MANAGEMENT, INC. By: /s/ Michael C. Neus Michael C. Neus Vice President July 14, 1997 SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus Michael C. Neus Assistant General Counsel July 14, 1997 GEORGE SOROS By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact 19 July 14, 1997 STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact July 14, 1997 S-C PHOENIX HOLDINGS, LLC By: /s/ Sean C. Warren Sean C. Warren Manager July 14, 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 July 14, 1997 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact July 14, 1997 WINSTON PARTNERS II LDC By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact 20 July 14, 1997 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /s/ Peter A. Hurwitz Peter A. Hurwitz Manager July 14, 1997 CHATTERJEE ADVISORS LLC By: /s/ Peter A. Hurwitz Peter A. Hurwitz Manager July 14, 1997 CHATTERJEE MANAGEMENT COMPANY By: /s/ Peter A. Hurwitz Peter A. Hurwitz Vice President July 14, 1997 PURNENDU CHATTERJEE By: /s/ Peter A. Hurwitz Peter A. Hurwitz Attorney-in-Fact 21 ANNEX B ANNEX B of the Prior 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 Brian Corvese Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Ron Hiram 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. 22 -----END PRIVACY-ENHANCED MESSAGE-----