-----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, R63nA5o6NK76nnzTJTDO5Cfie7IH25FQXRSAJJyB7gnvH7hz7b4jMx7pFcLM6yOB 7GdHc1jhOxgujZfValj3Tg== 0000921530-99-000122.txt : 19990521 0000921530-99-000122.hdr.sgml : 19990521 ACCESSION NUMBER: 0000921530-99-000122 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990520 GROUP MEMBERS: CHATTERJEE ADVISORS LLC GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: PURNENDU CHATTERJEE GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER GROUP MEMBERS: WINSTON PARTNERS II LDC GROUP MEMBERS: WINSTON PARTNERS II LLC GROUP MEMBERS: WINSTON PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PE CORP CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 060490270 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-34889 FILM NUMBER: 99631508 BUSINESS ADDRESS: STREET 1: 761 MAIN AVE CITY: NORWALK STATE: CT ZIP: 06859-0001 BUSINESS PHONE: 2037621000 MAIL ADDRESS: STREET 1: 761 MAIN AVENUE CITY: NORWALK STATE: CT ZIP: 06859-0001 FORMER COMPANY: FORMER CONFORMED NAME: PERKIN ELMER CORP DATE OF NAME CHANGE: 19930601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SC 13G RE PE CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* PE Corporation __________________ (Name of Issuer) PE Corporation-Celera Genomics Group Common Stock, $.01 Par Value ______________________________________________________________________ (Title of Class of Securities) 69332S201 _______________ (CUSIP Number) May 10, 1999 _______________________________________ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 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 35 Pages Exhibit Index: Page 27 SCHEDULE 13G CUSIP No. 69332S201 Page 2 of 35 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 19,489 Shares Beneficially 6 Shared Voting Power Owned By 472,588 Each Reporting 7 Sole Dispositive Power Person 19,489 With 8 Shared Dispositive Power 472,588 9 Aggregate Amount Beneficially Owned by Each Reporting Person 492,077 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 1.93% 12 Type of Reporting Person* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 3 of 35 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 19,489 Shares Beneficially 6 Shared Voting Power Owned By 472,588 Each Reporting 7 Sole Dispositive Power Person 19,489 With 8 Shared Dispositive Power 472,588 9 Aggregate Amount Beneficially Owned by Each Reporting Person 492,077 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 1.93% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 4 of 35 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 19,489 Shares Beneficially 6 Shared Voting Power Owned By 472,588 Each Reporting 7 Sole Dispositive Power Person 19,489 With 8 Shared Dispositive Power 472,588 9 Aggregate Amount Beneficially Owned by Each Reporting Person 492,077 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 1.93% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 5 of 35 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 207,489 Shares Beneficially 6 Shared Voting Power Owned By 472,588 Each Reporting 7 Sole Dispositive Power Person 207,489 With 8 Shared Dispositive Power 472,588 9 Aggregate Amount Beneficially Owned by Each Reporting Person 680,077 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 2.67% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 6 of 35 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 351,619 Shares Beneficially 6 Shared Voting Power Owned By 680,077 Each Reporting 7 Sole Dispositive Power Person 351,619 With 8 Shared Dispositive Power 680,077 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,031,696 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 4.05% 12 Type of Reporting Person* IA; IN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 7 of 35 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) STANLEY F. DRUCKENMILLER (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 680,077 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 680,077 9 Aggregate Amount Beneficially Owned by Each Reporting Person 680,077 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 2.67% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 8 of 35 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 204,271 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 204,271 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 204,271 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) .80% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 9 of 35 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE FUND MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 204,271 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 204,271 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 204,271 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) .80% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 10 of 35 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS II LDC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 133,200 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 133,200 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 133,200 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) .52% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 11 of 35 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS II LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 133,400 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 133,400 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 133,400 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 0.52% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 12 of 35 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE ADVISORS LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 266,600 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 266,600 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 266,600 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 1.05% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 13 of 35 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE MANAGEMENT COMPANY 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 266,600 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 266,600 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 266,600 10 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (11) 1.05% 12 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 69332S201 Page 14 of 35 Pages 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 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 514,068 Shares Beneficially 6 Shared Voting Power Owned By 472,588 Each Reporting 7 Sole Dispositive Power Person 514,068 With 8 Shared Dispositive Power 472,588 9 Aggregate Amount Beneficially Owned by Each Reporting Person 986,656 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 3.87% 12 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 15 of 35 Pages Item 1(a) Name of Issuer: PE Corporation (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 761 Main Avenue, Norwalk, CT 06859. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Quantum Industrial Partners LDC, a Cayman Islands exempted limited duration company ("QIP"); ii) QIH Management Investor, L.P., a Delaware limited partnership ("QIHMI"); iii) QIH Management, Inc., a Delaware corporation ("QIH Management"); iv) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"); v) Mr. George Soros ("Mr. Soros"); vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); vii) Winston Partners, L.P., a Delaware limited partnership ("Winston L.P."); viii) Chatterjee Fund Management, L.P., a Delaware limited partnership ("CFM"); ix) Winston Partners II LDC, a Cayman Islands exempted limited duration company ("Winston LDC"); x) Winston Partners II LLC, a Delaware limited liability company ("Winston LLC"); xi) Chatterjee Advisors LLC, a Delaware limited liability company ("Chatterjee Advisors"); xii) Chatterjee Management Company, a Delaware corporation ("Chatterjee Management"); and xiii) Purnendu Chatterjee ("Dr. Chatterjee"). Page 16 of 35 Pages This Statement relates to Shares (as defined herein) held for the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), QIP, Mr. Soros, OSI (as defined herein), SEDF (as defined herein), Winston L.P., Winston LDC, Winston LLC and Dr. Chatterjee. SFM LLC serves as principal investment manager to several foreign investment companies (the "SFM Clients"), including Quantum Partners, and as such, has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. Mr. Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a Member of the Management Committee of SFM LLC. QIHMI, an investment advisory firm, is vested with investment discretion over the Shares held for the account of QIP. Mr. Soros is the sole shareholder of QIH Management and the sole general partner of QIHMI. Mr. Soros has entered into an agreement pursuant to which he has agreed to use his best efforts to cause QIH Management to act at the direction of SFM LLC. Dr. Chatterjee serves as a sub-investment advisor to QIP. Dr. Chatterjee has also provided advice to Mr. Soros relating to his personal investment in Shares. Open Society Institute is a New York Trust ("OSI") of which Mr. Soros serves as one of several trustees. Soros Economic Development Fund is a Delaware not-for-profit corporation ("SEDF") of which Mr. Soros serves as Director and President. CFM is a Delaware limited partnership and the general partner of Winston L.P. Dr. Chatterjee is the sole general partner of CFM. Chatterjee Advisors, a Delaware limited liability company that is managed and controlled by Dr. Chatterjee, serves as the manager, and is responsible for supervising the operations, of each of Winston LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC. Chatterjee Management, a Delaware corporation that is managed and controlled by Dr. Chatterjee, serves as investment advisor to each of Winston LDC and Winston LLC pursuant to investment management contracts between Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston LLC. Chatterjee Advisors, as the manager of each of Winston LDC and Winston LLC, and by reason of its ability as manager to terminate the contractual relationship of Winston LDC and Winston LLC with Chatterjee Management within 60 days, and Chatterjee Management, by reason of its voting and dispositive power over securities held for the accounts of Winston LDC and Winston LLC, may each be deemed to be the beneficial owner of the Shares held for the account of each of Winston LDC and Winston LLC. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of QIP and Winston LDC is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The address of the principal business office of each of QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. The address of the principal business office of Winston L.P., CFM, Winston LLC, Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106. Page 17 of 35 Pages Item 2(c) Citizenship: i) QIP is a Cayman Islands exempted limited duration company; ii) QIHMI is a Delaware limited partnership; iii) QIH Management is a Delaware corporation; iv) SFM LLC is a Delaware limited liability company; v) Mr. Soros is a United States citizen; vi) Mr. Druckenmiller is a United States citizen; vii) Winston L.P. is a Delaware limited partnership; viii) CFM is a Delaware limited partnership; ix) Winston LDC is a Cayman Islands exempted limited duration company; x) Winston LLC is a Delaware limited liability company; xi) Chatterjee Advisors is a Delaware limited liability company; xii) Chatterjee Management is a Delaware corporation; and xiii) Dr. Chatterjee is a United States citizen. Item 2(d) Title of Class of Securities: PE Corporation-Celera Genomics Group Common Stock, $.01 par value (the "Shares"). Item 2(e) CUSIP Number: 69332S201 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Page 18 of 35 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of May 19, 1999, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of QIP, QIHMI and QIH Management may be deemed to be the beneficial owner of the 492,077 Shares held for the account of QIP. (ii) Each of SFM LLC and Mr. Druckenmiller may be deemed to be the beneficial owner of 680,077 Shares. This number consists of (A) 492,077 Shares held for the account of QIP and (B) 188,000 Shares held for the account of Quantum Partners. (iii) Mr. Soros may be deemed to be the beneficial owner of 1,031,696 Shares. This number consists of (A) 131,491 Shares held for his personal account, (B) 492,077 Shares held for the account of QIP, (C) 188,000 for the account of Quantum Partners, (D) 151,759 Shares held for the account of OSI and (E) 68,369 Shares held for the account of SEDF. (iv) Each of Winston L.P. and CFM may be deemed to be the beneficial owner of the 204,271 Shares held for the account of Winston L.P. (v) Winston LDC may be deemed the beneficial owner of the 133,200 Shares held for its account. (vi) Winston LLC may be deemed the beneficial owner of the 133,400 Shares held for its account. (vii) Each of Chatterjee Management and Chatterjee Advisors may be deemed the beneficial owner of 266,600 Shares. This number consists of (A) 133,200 Shares held for the account of Winston LDC and (B) 133,400 Shares held for the account of Winston LLC. (viii) Dr. Chatterjee may be deemed to be the beneficial owner of 986,656 Shares. This number consists of (A) 43,197 Shares held for his personal account, (B) 133,200 Shares held for the account of Winston LDC, (C) 133,400 Shares held for the account of Winston LLC, (D) 204,271 Shares held for the account of Winston L.P., and (E) 472,588 Shares held for the account of QIP. 10,000 Shares are held for the account of Quantum Rabbico II Ltd. ("Quantum Rabbico") which is a wholly owned subsidiary of Quantum Partners. Investment discretion granted to SFM LLC, pursuant to contracts with SFM Clients, does not extend to portfolio investments of Quantum Rabbico, including the investment in the Shares. Each of SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaims beneficial ownership of any such Shares. Item 4(b) Percent of Class: (i) The number of Shares of which each of QIP, QIHMI and QIH Management may be deemed to be the beneficial owner constitutes approximately 1.93% of the total number of Shares outstanding. (ii) The number of Shares of which each of SFM LLC and Mr. Druckenmiller may be deemed to be the beneficial owner constitutes approximately 2.67% of the total number of Shares outstanding. Page 19 of 35 Pages (iii) The number of Shares of which Mr. Soros may be deemed to be the beneficial owner constitutes approximately 4.05% of the total number of Shares outstanding. (iv) The number of Shares of which each of Winston L.P. and CFM may be deemed to be the beneficial owner constitutes approximately .80% of the total number of Shares outstanding. (v) The number of Shares of which Winston LDC may be deemed to be the beneficial owner constitutes approximately .52% of the total number of Shares outstanding. (vi) The number of Shares of which Winston LLC may be deemed to be the beneficial owner constitutes approximately .52% of the total number of Shares outstanding. (vii) The number of Shares of which each of Chatterjee Advisors and Chatterjee Management may be deemed to be the beneficial owner constitutes approximately 1.05% of the total number of Shares outstanding. (viii) The number of Shares of which Dr. Chatterjee may be deemed to be the beneficial owner constitutes approximately 3.87% of the total number of Shares outstanding. Dr. Chatterjee has reached an understanding with Mr. Soros pursuant to which Dr. Chatterjee will furnish to Mr. Soros recommendations concerning transactions in the Shares. It is contemplated by Mr. Soros that Dr. Chatterjee will share in any profits and losses on Shares held for the account of Mr. Soros. Item 4(c) Number of shares as to which such person has: QIP --- (i) Sole power to vote or to direct the vote: 19,489 (ii) Shared power to vote or to direct the vote: 472,588 (iii) Sole power to dispose or to direct the disposition of: 19,489 (iv) Shared power to dispose or to direct the disposition of: 472,588 QIHMI ----- (i) Sole power to vote or to direct the vote: 19,489 (ii) Shared power to vote or to direct the vote: 472,588 (iii) Sole power to dispose or to direct the disposition of: 19,489 (iv) Shared power to dispose or to direct the disposition of: 472,588 Page 20 of 35 Pages QIH Management -------------- (i) Sole power to vote or to direct the vote: 19,489 (ii) Shared power to vote or to direct the vote: 472,588 (iii) Sole power to dispose or to direct the disposition of: 19,489 (iv) Shared power to dispose or to direct the disposition of: 472,588 SFM LLC ------- (i) Sole power to vote or to direct the vote: 207,489 (ii) Shared power to vote or to direct the vote: 472,588 (iii) Sole power to dispose or to direct the disposition of: 207,489 (iv) Shared power to dispose or to direct the disposition of: 472,588 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 351,619 (ii) Shared power to vote or to direct the vote: 680,077 (iii) Sole power to dispose or to direct the disposition of: 351,619 (iv) Shared power to dispose or to direct the disposition of: 680,077 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 680,077 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 680,077 Winston L.P. ------------ (i) Sole power to vote or to direct the vote: 204,271 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 204,271 (iv) Shared power to dispose or to direct the disposition of: 0 Page 21 of 35 Pages CFM --- (i) Sole power to vote or to direct the vote: 204,271 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 204,271 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LDC ----------- (i) Sole power to vote or to direct the vote: 133,200 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 133,200 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LLC ----------- (i) Sole power to vote or to direct the vote: 133,400 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 133,400 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Advisors ------------------- (i) Sole power to vote or to direct the vote: 266,600 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 266,600 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Management --------------------- (i) Sole power to vote or to direct the vote: 266,600 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 266,600 (iv) Shared power to dispose or to direct the disposition of: 0 Dr. Chatterjee -------------- (i) Sole power to vote or to direct the vote: 514,068 Page 22 of 35 Pages (ii) Shared power to vote or to direct the vote: 472,588 (iii) Sole power to dispose or to direct the disposition of: 514,068 (iv) Shared power to dispose or to direct the disposition of: 472,588 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of QIP, including Quantum Industrial Holdings, Ltd., a British Virgin Islands international business company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of QIP in accordance with their ownership interests in QIP. (ii) The shareholders of Quantum Partners, including Quantum Fund N.V., a Netherlands Antilles limited partnership, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held by Quantum Partners in accordance with their ownership interests in Quantum Partners. (iii) Mr. Soros has the sole right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for his personal account. (iv) OSI has the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for its account. (v) SEDF has the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for its account. (vi) The partners of Winston L.P. have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the account of Winston L.P. in accordance with their partnership interests in Winston L.P. (vii) The shareholders of Winston LDC have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by Winston LDC in accordance with their ownership interests in Winston LDC. (viii)The members of Winston LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by Winston LLC in accordance with their ownership interests in Winston LLC. (ix) Dr. Chatterjee has the sole right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for his personal account. Each of QIP, QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, OSI, SEDF, Mr. Soros, Winston L.P., Winston LDC, Winston LLC and Dr. Chatterjee. Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares held directly for the accounts of OSI, SEDF, Mr. Soros, Winston L.P., Winston LDC, Page 23 of 35 Pages Winston LLC and Dr. Chatterjee. Mr. Soros expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC, Winston LLC and Dr. Chatterjee. Winston L.P. expressly disclaims beneficial ownership of any Shares held directly for the accounts of QIP, Quantum Partners, OSI, SEDF, Mr. Soros, Winston LDC, Winston LLC and Dr. Chatterjee. Winston LDC expressly disclaims beneficial ownership of any Shares held directly for the accounts of QIP, Quantum Partners, OSI, SEDF, Mr. Soros, Winston L.P., Winston LLC and Dr. Chatterjee. Winston LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of QIP, Quantum Partners, OSI, SEDF, Mr. Soros, Winston L.P., Winston LDC and Dr. Chatterjee. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, OSI, SEDF and Mr. Soros. The inclusion of the Shares held for the accounts of each of OSI and SEDF herein shall not be deemed an admission that Mr. Soros or any of the Reporting Persons has or may be deemed to have beneficial ownership of such Shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 24 of 35 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: May 20, 1999 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: May 20, 1999 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS -------------------------------- Michael C. Neus Vice President Date: May 20, 1999 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Vice President Date: May 20, 1999 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Assistant General Counsel Date: May 20, 1999 GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Page 25 of 35 Pages Date: May 20, 1999 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: May 20, 1999 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., General Partner By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ------------------------------ Peter Hurwitz Attorney-in-Fact Date: May 20, 1999 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Attorney-in-Fact Date: May 20, 1999 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Attorney-in-Fact Date: May 20, 1999 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Manager Page 26 of 35 Pages Date: May 20, 1999 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Manager Date: May 20, 1999 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Vice President Date: May 20, 1999 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Attorney-in-Fact Page 27 of 35 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus......................................... 28 B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.......................... 29 C. Power of Attorney dated May 23, 1996 granted by Quantum Industrial Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus.................... 30 D. Power of Attorney dated May 31, 1995 granted by Dr. Chatterjee in favor of Mr. Peter Hurwitz............... 31 E. Power of Attorney dated October 25, 1996 granted by Winston Partners II LDC in favor of Mr. Peter Hurwitz... 32 F. Joint Filing Agreement dated May 20, 1999 by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller, Winston Partners, L.P., Chatterjee Fund Management, L.P., Winston Partners II LDC, Winston Partners II LLC, Chatterjee Advisors LLC, Chatterjee Management Company and Dr. Purnendu Chatterjee.......... 33 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 28 of 35 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ George Soros ----------------------------------------- GEORGE SOROS EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 29 of 35 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio Manager of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ Stanley F. Druckenmiller ---------------------------------------------- STANLEY F. DRUCKENMILLER EX-24 4 EXHIBIT C - POWER OF ATTORNEY Page 30 of 35 Pages EXHIBIT C QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), an exempted limited duration company existing and operating under the laws of the Cayman Islands does, pursuant to a duly adopted resolution of its Managing Director, hereby designate, constitute and appoint: GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS acting, singly and not jointly, as its true and lawful agent and attorney in fact for the purpose of executing in its name, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd day of May, 1996. QUANTUM INDUSTRIAL PARTNERS LDC /s/ Curacao Corporation Company N.V. ----------------------------------------------- Curacao Corporation Company N.V. Managing Director EX-24 5 EXHIBIT D - POWER OF ATTORNEY Page 31 of 35 Pages EXHIBIT D POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make, constitute and appoint PETER HURWITZ as my agent and attorney in fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13(d)-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument this 31st day of May, 1995. /s/ Purnendu Chatterjee ----------------------------------------------- PURNENDU CHATTERJEE EX-24 6 EXHIBIT E - POWER OF ATTORNEY Page 32 of 35 Pages EXHIBIT E POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned, Winston Partners II LDC (the "Company"), a Cayman Islands exempted limited duration company, hereby makes, constitutes and appoints PETER A. HURWITZ as the Company's agent and attorney in fact for the purpose of executing on behalf of the Company, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by the Company. IN WITNESS WHEREOF, the Company has executed this instrument this 25th day of October, 1996. WINSTON PARTNERS II LDC By:/s/ Kieran Conroy /s/ Wiekert Weber ---------------------------------------------- Name: Kieran Conroy / Wiekert Weber EX-99 7 EXHIBIT F - JOINT FILING AGREEMENT Page 33 of 35 Pages EXHIBIT F JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the PE Corporation-Celera Genomics Group Common Stock of PE Corporation dated as of May 20, 1999 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: May 20, 1999 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: May 20, 1999 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS -------------------------------- Michael C. Neus Vice President Date: May 20, 1999 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Vice President Date: May 20, 1999 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Assistant General Counsel Page 34 of 35 Pages Date: May 20, 1999 GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: May 20, 1999 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------------- Michael C. Neus Attorney-in-Fact Date: May 20, 1999 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., General Partner By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ------------------------------ Peter Hurwitz Attorney-in-Fact Date: May 20, 1999 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Attorney-in-Fact Date: May 20, 1999 WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Attorney-in-Fact Page 35 of 35 Pages Date: May 20, 1999 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ----------------------------------- Peter Hurwitz Manager Date: May 20, 1999 CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Manager Date: May 20, 1999 CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Vice President Date: May 20, 1999 PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ---------------------------------------- Peter Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----