-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lWO9eXFZ7D3izcHsovbmIwcgmf0ox+pyzcQSgZRjT/OMoC3l3Oqp2T4b1KUlNBNQ uFIXrW3hhqkCBpVUy0OGtA== 0000950123-95-002502.txt : 19950905 0000950123-95-002502.hdr.sgml : 19950905 ACCESSION NUMBER: 0000950123-95-002502 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950831 SROS: NONE GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: PURNENDU CHATTERJEE GROUP MEMBERS: SOROS GEORGE GROUP MEMBERS: WINSTON PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVANS & SUTHERLAND COMPUTER CORP CENTRAL INDEX KEY: 0000276283 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870278175 STATE OF INCORPORATION: UT FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-09904 FILM NUMBER: 95569683 BUSINESS ADDRESS: STREET 1: 600 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 8015825847 MAIL ADDRESS: STREET 1: 600 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 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 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 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* EVANS & SUTHERLAND COMPUTER CORPORATION (Name of Issuer) Common Stock, $0.20 Par Value (Title of Class of Securities) 299096107 (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) August 21, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /x/ (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) 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 20 Pages Exhibit Index: Page 13 2 SCHEDULE 13D CUSIP NO. 299096107 PAGE 2 OF 20 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS (in his capacity as the sole proprietor of Soros Fund Management) 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 333,200 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 333,200 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 333,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 3.84% 14 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 299096107 PAGE 3 OF 20 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS, L.P. 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 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 230,800 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 230,800 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 230,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.66% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 299096107 PAGE 4 OF 20 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE FUND MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 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 230,800 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 230,800 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 230,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.66% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 299096107 PAGE 5 OF 20 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PURNENDU CHATTERJEE 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* AF 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 230,800 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 230,800 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 230,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.66% 14 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to shares of common stock, $0.20 par value (the "Shares"), of Evans & Sutherland Computer Corporation (the "Issuer"). The address of the principal executive office of the Issuer is 600 Komas Drive, Salt Lake City, Utah 84108. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed on behalf of: i) George Soros ("Mr. Soros"), in his capacity as the sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management ("SFM"); ii) Winston Partners, L.P. ("Winston"); iii) Chatterjee Fund Management, L.P. ("CFM"), in its capacity as the sole general partner of Winston; and iv) Purnendu Chatterjee ("Dr. Chatterjee") in his capacity as the sole general partner of CFM (collectively, the "Reporting Persons"). The Reporting Persons Mr. Soros This statement is being filed on behalf of Mr. Soros in his capacity as sole proprietor of SFM. This statement relates to Shares held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"). Quantum Partners is an institutional client of SFM and has granted investment discretion to SFM pursuant to an investment advisory contract (the "SFM Contract"). The principal office of Quantum Partners is at Kaya Flamboyan 9, Curacao, Netherlands Antilles. SFM is a sole proprietorship of which Mr. Soros is the sole proprietor. It has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve, pursuant to contract, as the principal investment manager or asset manager to several foreign investment companies, including Quantum Partners. SFM's contracts with its clients generally provide that SFM is responsible for designing and implementing the client's overall investment strategy; for conducting direct portfolio management strategies to the extent SFM determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisers who manage separate portfolios on behalf of the client; and for allocating and re-allocating the client's assets among them and itself. The principal occupation of Mr. Soros, a U.S. citizen, is his direction of the activities of SFM, which is carried out in his capacity as the sole proprietor of SFM at SFM's principal office. Information concerning the identity and background of the Managing Directors of SFM is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. Pursuant to regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), Mr. Soros (as the sole proprietor and the person ultimately in control of SFM) may be deemed a "beneficial owner" of securities, including Shares, held for the account of Quantum Partners as a result of the contractual authority of SFM to exercise investment discretion with respect to such securities. The filing of this Statement shall not be construed as an admission that Mr. Soros is, for the purposes of Section 13(d) 7 or 13(g) of the 1934 Act (or pursuant to Rule 16a-1(a)(1) thereunder), the beneficial owner of any Shares not held directly by him. During the past five years, none of Quantum Partners, Mr. Soros and any other person whose identity must be disclosed pursuant 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. Winston, CFM and Dr. Chatterjee This statement also relates to Shares acquired at the direction of Dr. Chatterjee for the account of Winston. Winston is a Delaware limited partnership which is principally engaged in investing in securities. CFM is a Delaware limited partnership and the general partner of Winston. The sole business purpose of CFM is to serve as the sole general partner of Winston. The principal office of Winston and CFM is located at 888 Seventh Avenue, 30th floor, New York, New York 10106. During the past five years, neither Winston nor CFM has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which it 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. Dr. Chatterjee is the sole general partner of CFM, the sole general partner of Winston. The principal occupation of Dr. Chatterjee, a United States citizen, is as an investment manager. Dr. Chatterjee's principal business address is located at 888 Seventh Avenue, 30th floor, New York, New York 10106. On January 13, 1993, the Securities and Exchange Commission (the "Commission") filed a civil complaint in the United States District Court for the District of Massachusetts against certain defendants, including Dr. Chatterjee, wherein the Commission alleged that Dr. Chatterjee engaged in conduct in violation of, or aided and abetted certain alleged violations of, Sections 10(b) and 14(e) of the 1934 Act, and certain rules promulgated thereunder. Dr. Chatterjee settled the Commission's action on the same date it was filed without admitting or denying the allegations of the complaint. Dr. Chatterjee consented to the entry of a Final Judgment restraining and enjoining him from, inter alia, violating, or aiding and abetting violations of, Sections 10(b) and 14(e) of the 1934 Act and the rules promulgated thereunder. Dr. Chatterjee also agreed to pay a civil penalty of $643,855. During the past five years, Dr. Chatterjee has not been convicted in any criminal proceeding. Pursuant to regulations promulgated under Section 13(d) of the 1934 Act, Dr. Chatterjee, as the sole general partner of CFM and the person ultimately in control of Winston, and CFM, as the sole general partner of Winston, may each be deemed a beneficial owner of securities, including the Shares, held by Winston. The filing of this Statement shall not be construed as an admission that Dr. Chatterjee is, for the purposes of Section 13(d) or 13(g) of the 1934 Act (or pursuant to Rule 16a-1(a)(1) thereunder), the beneficial owner of any Shares not held directly by him. 8 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Quantum Partners expended $2,639,402.47 of its working capital and Winston expended $1,822,828.32 of its working capital to purchase the Shares which are reported in Item 5(c) as having been purchased for their respective accounts during the past 60 days. The Shares held by each of Quantum Partners and Winston may be held through margin accounts maintained for each party with Arnhold and S. Bleichroeder, Inc. or other brokers, which extend margin credit to each party as and when required to open or carry positions in their respective margin accounts, subject to applicable Federal margin regulations, stock exchange rules and such firm's credit policies. The positions 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. The Reporting Persons acquired all of the Shares reported herein as being beneficially owned by them for investment purposes. None of the Reporting Persons and, to the best of their knowledge, any of the other individuals identified in response to Item 2, has any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) (i) Mr. Soros (as the sole proprietor and the person ultimately control of SFM) may be deemed to be the beneficial owner of the 333,200 Shares held for the account of Quantum Partners (representing 3.84% of the total Shares currently outstanding). (ii) Winston may be deemed the beneficial owner of the 230,800 Shares currently held for its account. CFM, as the sole general partner of Winston, and Dr. Chatterjee, as the sole general partner of CFM, may each be deemed to be the beneficial owners of the 230,800 Shares held for the account of Winston (representing 2.66% of the total Shares currently outstanding). Stanley F. Druckenmiller, a Managing Director of SFM, also serves as President and Chairman of the Board of Directors of Priority Investment Management Inc. ("Priority"), a registered investment adviser. Accounts of investment advisory clients over which Priority exercises investment discretion hold 50,000 Shares (approximately 0.58% of the total number of Shares outstanding). By reason of his position with Priority, Mr. Druckenmiller may be deemed to be the beneficial owner, for purposes of Rule 13d-3 under the 1934 Act, of all such Shares. Each of Mr. Soros, Winston, CFM, and Dr. Chatterjee expressly dislaims beneficial ownership of any Shares held by or for the account of Priority. (b) (i) Mr. Soros may be deemed to have sole power to vote and dispose of the 333,200 Shares held for the account of Quantum Partners by reason of the SFM Contract. (ii) Dr. Chatterjee, as the sole general partner of the sole general partner of Winston, may be deemed to have the sole power to vote and dispose of the 230,800 Shares held for the account of Winston. (c) A schedule identifying all transactions involving the Shares effected for the account of each of Quantum Partners and Winston, since June 30, 1995 (the 60 days prior to the date hereof) is included as Annex B hereto which is incorporated by reference in response to this Item 5(c). Each of the transactions was executed in conventional brokerage transactions on the Nasdaq National Market. Except for the transactions listed in Annex B, there have been no transactions with respect to the Shares since June 30, 1995, (60 days prior to the date hereof) by the Reporting Persons or other persons identified in response to Item 2. (d) (i) The shareholders of Quantum Partners have the right to participate in the receipt of dividends from, or proceeds for the sale of, the Shares held for the account of Quantum Partners. (ii) The partners of Winston have the right to receive dividends from, or proceeds for the sale of, the Shares held for the account of Winston. (e) Not Applicable. 9 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Dr. Chatterjee has reached understandings with Quantum Partners pursuant to which Dr. Chatterjee will furnish to Quantum Partners recommendations concerning transactions in the Shares. It is contemplated by the Reporting Persons that Dr. Chatterjee will share in any profits with respect to Shares held for the account of Quantum Partners. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Joint Filing Agreement, dated as of August 31, 1995, by and among George Soros, Winston Partners, L.P., Chatterjee Fund Management, L.P. and Purnendu Chatterjee. (b) Power of Attorney, dated October 27, 1994, granted by George Soros in favor of Sean C. Warren. (c) Power of Attorney, dated May 31, 1995, granted by Purnendu Chatterjee in favor of Peter Hurwitz. (d) Power of Attorney, dated November 18, 1994, granted by Winston Partners, L.P. in favor of Peter A. Hurwitz. (e) Power of Attorney, dated November 18, 1994, granted by Chatterjee Fund Management, L.P. in favor of Peter A. Hurwitz. 10 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. August 31, 1995 GEORGE SOROS By: /s/ Sean C. Warren ---------------------------------- Sean C. Warren, Attorney-in-fact August 31, 1995 WINSTON PARTNERS, L.P. By: /s/ Peter A. Hurwitz ---------------------------------- Peter A. Hurwitz, Attorney-in-fact August 31, 1995 CHATTERJEE FUND MANAGEMENT, L.P. By: /s/ Peter A. Hurwitz ---------------------------------- Peter A. Hurwitz, Attorney-in-fact August 31, 1995 PURNENDU CHATTERJEE By: /s/ Peter A. Hurwitz ---------------------------------- Peter A. Hurwitz, Attorney-in-fact 11 ANNEX A The following is a list of all of the persons who serve as Managing Directors of Soros Fund Management ("SFM"): Scott K. H. Bessent Walter Burlock Stanley Druckenmiller Arminio Fraga Gary Gladstein Robert K. Jermain Donald H. Krueger Elizabeth Larson Jay Misra Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM, and each has a business address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106. During the past five years, none of the above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a result of which any such persons has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. 12 ANNEX B RECENT TRANSACTIONS IN COMMON STOCK OF EVANS & SUTHERLAND COMPUTER CORPORATION
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($) ------------------ ------------------- --------------------- ---------------- ------------------ Quantum Partners 8/02/95 Purchase 3,500 16.379 LDC.(1) 8/09/95 Purchase 900 18.275 8/10/95 Purchase 5,100 18.337 8/15/95 Purchase 2,400 18.306 8/16/95 Purchase 2,900 18.150 8/17/95 Purchase 1,000 18.150 8/18/95 Purchase 34,300 18.134 8/21/95 Purchase 70,300 18.150 8/23/95 Purchase 3,000 18.125 8/24/95 Purchase 200 18.225 8/25/95 Purchase 100 18.225 8/28/95 Purchase 15,000 18.350 8/30/95 Purchase 6,800 18.116
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($) ------------------ ------------------- --------------------- ---------------- ------------------ Winston Partners, 8/02/95 Purchase 2,500 16.379 L.P.(2) 8/09/95 Purchase 600 18.275 8/10/95 Purchase 3,500 18.337 8/15/95 Purchase 1,600 18.306 8/16/95 Purchase 2,000 18.150 8/17/95 Purchase 700 18.150 8/18/95 Purchase 23,900 18.134 8/21/95 Purchase 48,800 18.150 8/23/95 Purchase 2,100 18.125 8/24/95 Purchase 100 18.225 8/28/95 Purchase 10,000 18.350 8/30/95 Purchase 4,700 18.116
- ------------------------- (1) Transactions effected at the direction of SFM. (2) Transactions effected at the direction of Dr. Chatterjee. 13 INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- (a) Joint Filing Agreement, dated as of August 31, 1995, by and among George Soros, Winston Partners, L.P., Chatterjee Fund Management, L.P. and Purnendu Chatterjee. (b) Power of Attorney, dated October 27, 1994 granted by George Soros in favor of Sean C. Warren. (c) Power of Attorney, dated May 31, 1995, granted by Purnendu Chatterjee in favor of Peter Hurwitz. (d) Power of Attorney, dated November 18, 1994, granted by Winston Partners, L.P. in favor of Peter A. Hurwitz. (e) Power of Attorney, dated November 18, 1994, granted by Chatterjee Fund Management, L.P. in favor of Peter A. Hurwitz.
EX-99.A 2 JOINT FILING AGREEMENT OF AUGUST 31, 1995 1 EXHIBIT A The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Evans & Sutherland Computer Corporation dated August 31, 1995 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. August 31, 1995 GEORGE SOROS By: /s/ Sean C. Warren ---------------------------------- Sean C. Warren, Attorney-in-fact August 31, 1995 WINSTON PARTNERS, L.P. By: /s/ Peter A. Hurwitz ---------------------------------- Peter A. Hurwitz, Attorney-in-fact August 31, 1995 CHATTERJEE FUND MANAGEMENT, L.P. By: /s/ Peter A. Hurwitz ---------------------------------- Peter A. Hurwitz, Attorney-in-fact August 31, 1995 PURNENDU CHATTERJEE By: /s/ Peter Hurwitz ---------------------------------- Peter Hurwitz, Attorney-in-fact EX-99.B 3 POWER OF ATTORNEY DATED OCTOBER 27, 1994 1 EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 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 this 27th day of October, 1994. /s/ George Soros ---------------- GEORGE SOROS EX-99.C 4 POWER OF ATTORNEY DATED MAY 31, 1995 1 EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make, constitute and appoint PETER HURWITZ as my agent and attorney in fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 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 this 31st day of May, 1995. /s/ Purnendu Chatterjee -------------------------- PURNENDU CHATTERJEE EX-99.D 5 POWER OF ATTORNEY DATED NOVEMBER 18, 1994 1 EXHIBIT D ================================================== Purnendu Chatterjee, as General Partner of Chatterjee Fund Management, L.P., as General Partner of Winston Partners, L.P. TO Peter Alan Hurwitz ================================================== POWER OF ATTORNEY Statutory Short Form ================================================== Dated, November 18, 1994 2 POWER OF ATTORNEY Notice: This is an important document. Before signing this document, you should know these important facts. The purpose of this power of attorney is to give the person whom you designate (your "Agent") broad powers to handle your property, which may include powers to pledge, sell, or otherwise dispose of any real or personal property without advance notice to you or approval by you. You may specify that these powers will exist even after you become disabled, incapacitated, or incompetent. The powers that you give your Agent are explained more fully in New York General Obligations Law, Article 5, Title 15, Sections 5-1502A through 5-1503, which expressly permits the use of any other or different form of power of attorney desired by the parties concerned. This document does not authorize anyone to make medical or other health care decisions for your. If there is anything about this form that you do not understand, you should ask a lawyer to explain it to you. KNOW EVERYONE BY THESE PRESENTS, which are intended to constitute a GENERAL POWER OF ATTORNEY pursuant to Article 5, Title 15 of New York General Obligations Law: That I, Purnendu Chatterjee, as General Partner of Chatterjee Fund Management, L.P., as General Partner of Winston Partners, L.P., 888 Seventh Avenue, New York, New York 10106, do hereby appoint Peter Alan Hurwitz, 888 Seventh Avenue, New York, New York 10106. IN MY NAME, PLACE AND STEAD in any way which I myself could do, if I were personally present, with respect to the following matters each of them is defined in Title 15 of Article 5 of the New York General Obligations Law to the extent that I am permitted by law to act through an agent: (A) real estate transactions; .....................[PC] (H) if the blank space in the box (B) chattel and goods transactions; ................[PC] to the right is initialed by (C) bond, share and commodity transactions;.........[PC] the principal, this power of (D) banking transactions; ..........................[PC] attorney shall not be affected (E) business operating transactions; ...............[PC] by the subsequent disability or (F) claims and litigation; .........................[PC] incompetence of the principal; ......[ ] (G) records, reports and statements; ...............[PC]
To induce any third party to act hereunder, I hereby agree that any third party receiving a duly executed copy or facsimile of this instrument may act hereunder, and that revocation or termination hereof shall be ineffective as to such third party unless and until actual notice or knowledge of such revocation or termination shall have been received by such third party, and I for myself and for my heirs, executors, legal representatives and assigns, hereby agree to indemnify and hold harmless any such third party from and against any and all claims that may arise against such third party by reason of such third party having relied on the provisions of this instrument. IN WITNESS WHEREOF, I have hereunto signed my name and affixed my seal on November 18, 1994 /s/ Purnendu Chatterjee (Seal) ------------------------------------------- (Signature of Principal) EX-99.E 6 POWER OF ATTORNEY DATED NOVEMBER 18, 1994 1 EXHIBIT E ================================================== Purnendu Chatterjee, as General Partner of Chatterjee Fund Management, L.P., TO Peter Alan Hurwitz ================================================== POWER OF ATTORNEY Statutory Short Form ================================================== Dated, November 18, 1994 2 POWER OF ATTORNEY Notice: This is an important document. Before signing this document, you should know these important facts. The purpose of this power of attorney is to give the person whom you designate (your "Agent") broad powers to handle your property, which may include powers to pledge, sell, or otherwise dispose of any real or personal property without advance notice to you or approval by you. You may specify that these powers will exist even after you become disabled, incapacitated, or incompetent. The powers that you give your Agent are explained more fully in New York General Obligations Law, Article 5, Title 15, Sections 5-1502A through 5-1503, which expressly permits the use of any other or different form of power of attorney desired by the parties concerned. This document does not authorize anyone to make medical or other health care decisions for your. If there is anything about this form that you do not understand, you should ask a lawyer to explain it to you. KNOW EVERYONE BY THESE PRESENTS, which are intended to constitute a GENERAL POWER OF ATTORNEY pursuant to Article 5, Title 15 of New York General Obligations Law: That I, Purnendu Chatterjee, as General Partner of Chatterjee Fund Management, L.P., 888 Seventh Avenue, New York, New York 10106, do hereby appoint Peter Alan Hurwitz, 888 Seventh Avenue, New York, New York 10106. IN MY NAME, PLACE AND STEAD in any way which I myself could do, if I were personally present, with respect to the following matters each of them is defined in Title 15 of Article 5 of the New York General Obligations Law to the extent that I am permitted by law to act through an agent: (A) real estate transactions; .....................[PC] (H) if the blank space in the box (B) chattel and goods transactions; ...............[PC] to the right is initialed by (C) bond, share and commodity transactions; .......[PC] the principal, this power of (D) banking transactions; .........................[PC] attorney shall not be affected (E) business operating transactions; ..............[PC] by the subsequent disability or (F) claims and litigation; ........................[PC] incompetence of the principal; .......[ ] (G) records, reports and statements; ..............[PC]
To induce any third party to act hereunder, I hereby agree that any third party receiving a duly executed copy or facsimile of this instrument may act hereunder, and that revocation or termination hereof shall be ineffective as to such third party unless and until actual notice or knowledge of such revocation or termination shall have been received by such third party, and I for myself and for my heirs, executors, legal representatives and assigns, hereby agree to indemnify and hold harmless any such third party from and against any and all claims that may arise against such third party by reason of such third party having relied on the provisions of this instrument. IN WITNESS WHEREOF, I have hereunto signed my name and affixed my seal on November 18, 1994 /s/ Purnendu Chatterjee (Seal) ------------------------------------------------- (Signature of Principal) -----END PRIVACY-ENHANCED MESSAGE-----