-----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, KCjMqXElBkxweVOBjqBRFRGDnE5u+MsjaJ0XjTvB+iuolXqjG8eY1LHyfevY68qd wn56lz0Iga73YWG1BVIgGw== 0000921530-98-000120.txt : 19980907 0000921530-98-000120.hdr.sgml : 19980907 ACCESSION NUMBER: 0000921530-98-000120 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980904 SROS: NASD GROUP MEMBERS: CHATTERJEE ADVISORS LLC GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: DR. PURNENDU CHATTERJEE GROUP MEMBERS: GEORGE SOROS 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: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42223 FILM NUMBER: 98704743 BUSINESS ADDRESS: STREET 1: 111 LOCKE DR CITY: MARLBOROUGH STATE: MA ZIP: 01757 BUSINESS PHONE: 5084816700 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/A 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/A 1 AMEND. NO 1 TO SCHEDULE 13G RE SEPRACOR INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SEPRACOR INC. ---------------------- (Name of Issuer) Common Stock, $0.10 Par Value ------------------------------- (Title of Class of Securities) 817315104 ------------ (CUSIP Number) September 1, 1998 ------------------- (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 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 22 Pages SCHEDULE 13G CUSIP No. 817315104 Page 2 of 22 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 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 3 of 22 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 450,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 450,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 450,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.60% 12 Type of Reporting Person* IA; IN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 4 of 22 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 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 5 of 22 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 172,500 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 172,500 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 172,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .61% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 6 of 22 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 172,500 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 172,500 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 172,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .61% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 7 of 22 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 303,500 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 303,500 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 303,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.08% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 8 of 22 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 159,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 159,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 159,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .56% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 9 of 22 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 462,500 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 462,500 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 462,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.64% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 10 of 22 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 462,500 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 462,500 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 462,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.64% 12 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 817315104 Page 11 of 22 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person DR. 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 635,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 635,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 635,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.25% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 22 Pages Item 1(a) Name of Issuer: Sepracor Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 111 Locke Drive, Marlborough, Massachusetts 01757. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"); ii) Mr. George Soros ("Mr. Soros"); iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); iv) Winston Partners, L.P., a Delaware limited partnership ("Winston L.P."); v) Chatterjee Fund Management, L.P., a Delaware limited partnership ("CFM"); vi) Winston Partners II LDC, a Cayman Islands exempted limited duration company ("Winston LDC"); vii) Winston Partners II LLC, a Delaware limited liability company ("Winston LLC"); viii) Chatterjee Advisors LLC, a Delaware limited liability company ("Chatterjee Advisors"); ix) Chatterjee Management Company, a Delaware corporation ("Chatterjee Management"); and x) Dr. Purnendu Chatterjee ("Dr. Chatterjee"). 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"), Winston L.P., Winston LDC, Winston LLC and Mr. Soros. SFM LLC, a Delaware limited liability company, serves as principal investment manager to 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 Lead Portfolio Manager of SFM LLC and a Member of the Management Committee of SFM LLC. Page 13 of 22 Pages CFM is a Delaware limited partnership and the general partner of Winston L.P. Dr. Chatterjee is the sole general partner of CFM. Dr. Chatterjee has also provided advice to Mr. Soros relating to his personal investment in Shares. 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 securities (including 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 Winston LDC is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The address of the principal business office of each of 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 each of Winston L.P., CFM, Winston LLC, Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106. Item 2(c) Citizenship: i) SFM LLC is a Delaware limited liability company; ii) Mr. Soros is a United States citizen; iii) Mr. Druckenmiller is a United States citizen; iv) Winston L.P. is a Delaware limited partnership; v) CFM is a Delaware limited partnership; vi) Winston LDC is a Cayman Islands exempted limited duration company; vii) Winston LLC is a Delaware limited liability company; viii) Chatterjee Advisors is a Delaware limited liability company; ix) Chatterjee Management is a Delaware corporation; and x) Dr. Chatterjee is a United States citizen. Page 14 of 22 Pages Item 2(d) Title of Class of Securities: Common Stock, $.10 par value (the "Shares"). Item 2(e) CUSIP Number: 817315104 Item 3(e) 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. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of September 3, 1998, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of 0 Shares. (ii) Mr. Soros may be deemed the beneficial owner of the 450,000 Shares held for his personal account. (iii) Each of Winston L.P. and CFM may be deemed the beneficial owner of the 172,500 Shares held for the account of Winston Partners. (iv) Winston LDC may be deemed the beneficial owner of 303,500 Shares held for its account. (v) Winston LLC may be deemed the beneficial owner of 159,000 Shares held for its account. (vi) Each of Chatterjee Management and Chatterjee Advisors may be deemed the beneficial owner of 462,500 Shares. This number consists of (A) 303,500 Shares held for the account of Winston LDC and (B) 159,000 Shares held for the account of Winston LLC. (vii) Dr. Chatterjee may be deemed the beneficial owner of 635,000 Shares. This number consists of (A) 462,500 Shares which Chatterjee Management and Chatterjee Advisors may be deemed to own beneficially and (B) 172,500 Shares held for the account of Winston L.P. Page 15 of 22 Pages Item 4(b) Percent of Class: (i) The number of Shares of which each of SFM LLC and Mr. Druckenmiller may be deemed to be the beneficial owner constitutes approximately 0% of the total number of Shares outstanding. (ii) The number of Shares of which Mr. Soros may be deemed to be the beneficial owner constitutes approximately 1.60% of the total number of Shares outstanding. (iii) The number of Shares of which each of Winston L.P. and CFM may be deemed to be the beneficial owner constitutes approximately .61% of the total number of Shares outstanding. (iv) The number of Shares of which Winston LDC may be deemed to be the beneficial owner constitutes approximately 1.08% of the total number of Shares outstanding. (v) The number of Shares of which Winston LLC may be deemed to be the beneficial owner constitutes approximately .56% of the total number of Shares outstanding. (vi) The number of Shares of which each of Chatterjee Advisors and Chatterjee Management may be deemed to be the beneficial owner constitutes approximately 1.64% of the total number of Shares outstanding. (vii) The number of Shares of which Dr. Chatterjee may be deemed to be the beneficial owner constitutes approximately 2.25% of the total number of Shares outstanding. Dr. Chatterjee has reached understandings with each of Quantum Partners and SFM LLC pursuant to which Dr. Chatterjee will furnish to each of Quantum Partners and SFM LLC recommendations concerning transactions in the Shares. It is contemplated by the Reporting Persons that Dr. Chatterjee will share in any net profits with respect to Shares held for the account of Quantum Partners and in any net profits with respect to Shares held for the account of Mr. Soros. Page 16 of 22 Pages Item 4(c) Number of shares as to which such person has: SFM LLC --------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Soros ----------- (i) Sole power to vote or to direct the vote: 450,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 450,000 (iv) Shared power to dispose or to direct the disposition of 0 Mr. Druckenmiller ------------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Winston L.P. -------------- (i) Sole power to vote or to direct the vote: 172,500 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 172,500 (iv) Shared power to dispose or to direct the disposition of: 0 CFM ----- (i) Sole power to vote or to direct the vote: 172,500 (ii) Shared power to vote or to direct the vote: 0 Page 17 of 22 Pages (iii) Sole power to dispose or to direct the disposition of: 172,500 (iv) Shared power to dispose or to direct the disposition of: 0 Winston LDC ------------- (i) Sole power to vote or to direct the vote: 303,500 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 303,500 (iv) Shared power to dispose or to direct the disposition of 0 Winston LLC ------------- (i) Sole power to vote or to direct the vote: 159,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 159,000 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Advisors --------------------- (i) Sole power to vote or to direct the vote: 462,500 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 462,500 (iv) Shared power to dispose or to direct the disposition of: 0 Chatterjee Management ----------------------- (i) Sole power to vote or to direct the vote: 462,500 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 462,500 (iv) Shared power to dispose or to direct the disposition of 0 Page 18 of 22 Pages Dr. Chatterjee ---------------- (i) Sole power to vote or to direct the vote: 635,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 635,000 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: If this Statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of a class of securities, check the following: [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of Quantum Partners, including Quantum Fund N.V., a Netherlands Antilles company, 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. (ii) Mr. Soros has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held for his personal account. (iii) The partners of Winston L.P. have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held for the account of Winston L.P. in accordance with their partnership interests in Winston L.P. (iv) 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. (v) 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. Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares held directly for the accounts of Mr. Soros, Winston L.P., Winston LDC and Winston LLC. Mr. Soros expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC and Winston LLC. Each of Winston L.P. and CFM expressly disclaims beneficial ownership of any Shares held directly for the accounts of Mr. Soros, Winston LDC and Winston LLC. Winston LDC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LLC and Mr. Soros. Winston LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC and Mr. Soros. Each of Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P. and Mr. Soros. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares held directly for the account of Mr. Soros. Page 19 of 22 Pages 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 20 of 22 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: September 4, 1998 SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus ___________________________________ Michael C. Neus Assistant General Counsel Date: September 4, 1998 GEORGE SOROS By: /s/ Michael C. Neus ___________________________________ Michael C. Neus Attorney-in-Fact Date: September 4, 1998 STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus ___________________________________ Michael C. Neus Attorney-in-Fact Date: September 4, 1998 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., its General Partner By: Purnendu Chatterjee, Its General Partner By: /s/ Peter Hurwitz _________________________ Peter Hurwitz Attorney-in-Fact Page 21 of 22 Pages Date: September 4, 1998 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, its General Partner By: /s/ Peter Hurwitz ____________________ Peter Hurwitz Attorney-in-Fact Date: September 4, 1998 WINSTON PARTNERS II LDC By: /s/ Peter Hurwitz ___________________________________ Peter Hurwitz Attorney-in-Fact Date: September 4, 1998 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /s/ Peter Hurwitz ______________________________ Peter Hurwitz Manager Date: September 4, 1998 CHATTERJEE ADVISORS LLC By: /s/ Peter Hurwitz ___________________________ Peter Hurwitz Manager Date: September 4, 1998 CHATTERJEE MANAGEMENT COMPANY By: /s/ Peter Hurwitz __________________________ Peter Hurwitz Vice President Page 22 of 22 Pages Date: September 4, 1998 PURNENDU CHATTERJEE By: /s/ Peter Hurwitz _______________________ Peter Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----