-----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, IEE150B6Zo35YZQazMbXp93KXTUNdTuieunJ8uTfyYJ9M4MC0IEEmZE/IVtsCxd7 zJL9wvBo11FbcoRuBYi4Iw== 0000899140-97-000748.txt : 19971124 0000899140-97-000748.hdr.sgml : 19971124 ACCESSION NUMBER: 0000899140-97-000748 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971121 SROS: NASD GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROTEIN DESIGN LABS INC/DE CENTRAL INDEX KEY: 0000882104 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943023969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43256 FILM NUMBER: 97725595 BUSINESS ADDRESS: STREET 1: 2375 GARCIA AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 4159033700 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 13D 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 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PROTEIN DESIGN LABS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 74369L103 - -------------------------------------------------------------------------------- (CUSIP Number) Christopher E. Manno, Esq. Willkie Farr & Gallagher 153 East 53rd Street New York, New York 10022 (212) 821-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 11, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. SCHEDULE 13D CUSIP No. 74369L103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 966,400 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 966,400 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 966,400 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13 Percent of Class Represented By Amount in Row (11) 5.30% 14 Type of Reporting Person OO, IA 2 SCHEDULE 13D CUSIP No. 74369L103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 966,400 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 966,400 11 Aggregate Amount Beneficially Owned by Each Reporting Person 966,400 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13 Percent of Class Represented By Amount in Row (11) 5.30% 14 Type of Reporting Person IA 3 SCHEDULE 13D CUSIP No. 74369L103] 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 350,100 Shares Beneficially 8 Shared Voting Power Owned By 966,400 Each Reporting 9 Sole Dispositive Power Person 350,100 With 10 Shared Dispositive Power 966,400 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,316,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 7.23% 14 Type of Reporting Person IA 4 SCHEDULE 13D CUSIP No. 74369L103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Duquesne Capital Management, L.L.C. 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania 7 Sole Voting Power Number of 350,100 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 350,100 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 350,100 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13 Percent of Class Represented By Amount in Row (11) 1.92% 14 Type of Reporting Person OO, IA 5 Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to shares of Common Stock, $0.01 par value per share (the "Common Stock"), of Protein Design Labs, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2375 Garcia Avenue, Mountain View, California 94043. This Statement is being filed by the Reporting Persons (as defined herein) to report recent transactions in the Common Stock as a result of which certain of the Reporting Persons may be deemed to be the beneficial owners of in excess of 5% of the total number of outstanding Common Stock. Item 2. Identity and Background. This statement is being filed on behalf of Soros Fund Management LLC ("SFM LLC"), a Delaware limited liability company, Duquesne Capital Management, L.L.C. ("Duquesne LLC"), a Pennsylvania limited liability company, Mr. George Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller," and together with SFM LLC, Duquesne LLC, and Mr. Soros, the "Reporting Persons"). This Statement relates to shares of Common Stock held for the accounts of Quantum Partners and the Duquesne LLC Clients (as defined herein). SFM LLC has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its principal business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies (the "SFM Clients"), including Quantum Fund N.V., a Netherlands Antilles company ("Quantum Fund"), and its principal operating subsidiary, Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"). Each of Quantum Fund and Quantum Partners has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM LLC's contracts with SFM Clients generally provide that SFM LLC is responsible for designing and implementing the SFM Clients' overall investment strategies; for conducting direct portfolio management strategies to the extent that SFM LLC determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of SFM Clients; and for allocating and reallocating the SFM Clients' assets among the outside managers and itself. The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Set forth in Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Statement as applicable is a list of the Managing Directors of SFM LLC. The principal occupation of Mr. Soros, a United States citizen, is his direction of the activities of SFM LLC, which is carried out in his capacity as Chairman of SFM LLC at SFM LLC's principal office. The principal occupation of Mr. Druckenmiller, a United States citizen, is his position as Lead Portfolio Manager and a Member of the Management Committee of SFM LLC, which is carried out at SFM LLC's principal office. Mr. Druckenmiller also owns a 75% interest in, and is the sole Managing Member of, Duquesne LLC, an investment advisory firm which is engaged in a variety of direct and indirect investments. Duquesne LLC has its principal offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591. Its principal business is to serve, pursuant to contract, as a discretionary investment advisor to a limited number of institutional clients (the "Duquesne LLC Clients"). Set forth in Annex B hereto and incorporated by reference in response to this Item 2 and elsewhere in this Statement as applicable is a list of the Managing Directors of Duquesne LLC. Pursuant to regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his 6 capacity as Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of shares of Common Stock held for the account of Quantum Partners as a result of the contractual authority of SFM LLC to exercise voting and dispositive power with respect to such Common Stock. In addition, pursuant to regulations promulgated under Section 13(d) of the Act, each of Duquesne LLC and Mr. Druckenmiller, by virtue of his interest in, and position as sole Managing Member of, Duquesne LLC, may be deemed a beneficial owner of shares of Common Stock held for the accounts of the Duquesne LLC Clients as a result of the contractual authority of Duquesne LLC to exercise voting and dispositive power with respect to such Common Stock. During the past five years, none of the Reporting Persons, Quantum Partners, Quasar Partners nor, to the best of the Reporting Persons' knowledge, any other person identified in response 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. Item 3. Source and Amount of Funds or Other Consideration. Quantum Partners expended approximately $46,345,158 of its working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for its account during the past 60 days. Duquesne LLC expended approximately $16,799,525 of the working capital of the Duquesne LLC Clients to purchase the Common Stock which is reported in Item 5(c) as having been purchased for their accounts during the past 60 days. The securities held for the accounts of Quantum Partners and/or the Duquesne LLC Clients may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in its margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firm's credit policies. The positions which may be held in the margin accounts, including shares of Common Stock, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. All of the shares of Common Stock reported herein as having been acquired for or disposed of from the accounts of Quantum Partners and the Duquesne LLC Clients were acquired or disposed of for investment purposes. None of Quantum Partners, the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. SFM LLC, Mr. Soros and Mr. Druckenmiller reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of SFM Clients, market conditions or other factors. Similarly, Mr. Druckenmiller and Duquesne LLC reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of Duquesne LLC Clients, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) (i) Each of SFM LLC and Mr. Soros may be deemed the beneficial owner of the 966,400 7 shares of Common Stock (approximately 5.30% of the total number of shares of Common Stock outstanding). This number is comprised entirely of shares held for the account of Quantum Partners. (ii) Mr. Druckenmiller may be deemed the beneficial owner of 1,316,500 shares of Common Stock (approximately 7.23% of the total number of shares of Common Stock outstanding). This number consists of (A) 966,400 shares of Common Stock held for the account of Quantum Partners and (B) 350,100 shares of Common Stock held for the accounts of the Duquesne LLC Clients. (iii) Duquesne LLC may be deemed the beneficial owner of the 350,100 shares of Common Stock for the accounts of the Duquesne LLC Clients (approximately 1.92% of the total number of shares of Common Stock outstanding). (b) (i) Pursuant to the terms of the contract between Quantum Fund and SFM LLC, and as a result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC, SFM LLC may be deemed to have sole power and Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 966,400 shares of Common Stock held for the account of Quantum Partners. (ii) As a result of the contracts between Duquesne LLC and the Duquesne LLC Clients, and as a result of the position held by Mr. Druckenmiller with Duquesne LLC, each of Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power to direct the voting and disposition of the 350,100 shares of Common Stock held for the accounts of Duquesne LLC Clients. (c) Except for the transactions listed in Annex C hereto, there have been no transactions effected with respect to the shares of Common Stock since September 22, 1997 (60 days prior to the date hereof) by any of the Reporting Persons, Quantum Partners or the Duquesne LLC Clients. All of the transactions listed in Annex C were executed in routine brokerage transactions on the over-the-counter market. (d) (i) The shareholders of Quantum Partners, including Quantum Fund, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities (including shares of Common Stock) held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. (ii) The Duquesne LLC Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities (including shares of Common Stock) held for the accounts of the Duquesne LLC Clients in accordance with their advisory contracts with Duquesne LLC. (e) Not applicable. Each of SFM LLC and Mr. Soros expressly disclaims beneficial ownership of any shares of Common Stock not held directly for the accounts of the SFM Clients. Duquesne LLC expressly disclaims beneficial ownership of any shares of Common Stock not held directly for the accounts of the Duquesne LLC Clients. 8 Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to Securities of the Issuer. From time to time to the extent permitted by applicable laws, each of the Reporting Persons, Quantum Partners, other SFM Clients and/or the Duquesne LLC Clients may lend Common Stock to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time to the extent permitted by applicable laws, each of the Reporting Persons, Quantum Partners, other SFM Clients and/or the Duquesne LLC Clients may borrow shares of Common Stock for the purpose of effecting, and may effect, short sale transactions, and may purchase Common Stock for the purpose of closing out short positions in Common Stock. Except as disclosed above the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. C. Joint Filing Agreement dated November 21, 1997 by and among SFM LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC. 9 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: November 21, 1997 SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus Michael C. Neus Assistant General Counsel GEORGE SOROS By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner Gerald Kerner Managing Director 10 ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC, as well as the number of shares of Common Stock, if any, held for the account of each: Scott K. H. Bessent Walter Burlock Brian J. Corvese Jeffrey L. Feinberg Arminio Fraga David Gerstenhaber Gary Gladstein Ron Hiram Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren John Zwaanstra Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) None of the above persons holds any Common Stock. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. 11 ANNEX B The following is a list of all of the persons who serve as Managing Directors of Duquesne LLC (other than Stanley Druckenmiller): Michael A. Shay ("Mr. Shay") Gerald Kerner ("Mr. Kerner") Mr. Shay is a United States citizen whose principal occupation is serving as Managing Director of Duquesne LLC. Mr. Shay's business address is Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241. Mr. Kerner is a United States citizen whose principal occupation is serving as Managing Director of Duquesne LLC. Mr. Kerner's principal business address is Duquesne Capital Management L.L.C., 888 Seventh Avenue, 32nd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) neither of the above persons holds any Common Stock; and (b) neither of the above persons has any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. 12 ANNEX C Recent Transactions in the Common Stock of Protein Design Labs, Inc.
Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share ------------------ ----------- ----------- ---------------- --------------- QUANTUM PARTNERS LDC(1) 10/29/97 Purchase 36,700 $48.098 10/29/97 Purchase 85,600 47.616 10/30/97 Purchase 8,000 47.454 10/30/97 Purchase 24,500 48.393 10/31/97 Purchase 132,100 49.930 10/31/97 Purchase 36,700 50.000 10/31/97 Purchase 1,200 48.835 11/3/97 Purchase 55,000 50.375 11/3/97 Purchase 7,300 50.750 11/4/97 Purchase 7,500 50.840 11/5/97 Purchase 58,700 50.906 11/6/97 Purchase 101,000 50.454 11/6/97 Purchase 1,500 50.273 11/11/97 Purchase 13,000 46.089 11/11/97 Purchase 146,800 46.125 11/12/97 Purchase 28,300 45.075 11/13/97 Purchase 7,700 44.660 11/14/97 Purchase 15,500 45.125 11/14/97 Purchase 93,500 45.764 11/17/97 Purchase 5,000 45.773 11/18/97 Purchase 3,700 45.957 11/18/97 Purchase 3,700 45.875 11/18/97 Purchase 37,300 45.986 11/19/97 Purchase 44,000 44.875 11/19/97 Purchase 12,100 44.708
- ------------------------ (1) Transactions effected at the direction of SFM LLC. 13
Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share ------------------ ----------- ----------- ---------------- --------------- DUQUESNE LLC CLIENTS(2) 10/29/97 Purchase 31,000 $47.616 10/29/97 Purchase 13,300 48.099 10/30/97 Purchase 8,900 48.394 10/30/97 Purchase 3,000 47.455 10/31/97 Purchase 47,900 49.931 10/31/97 Purchase 13,300 50.000 10/31/97 Purchase 400 48.836 11/3/97 Purchase 2,700 50.750 11/3/97 Purchase 20,000 50.375 11/4/97 Purchase 2,700 50.840 11/5/97 Purchase 21,300 50.906 11/6/97 Purchase 36,500 50.455 11/6/97 Purchase 500 50.273 11/11/97 Purchase 4,700 46.090 11/11/97 Purchase 53,200 46.125 11/12/97 Purchase 10,300 45.076 11/13/97 Purchase 2,700 44.660 11/14/97 Purchase 5,500 45.148 11/14/97 Purchase 34,000 45.765 11/17/97 Purchase 1,700 45.773 11/18/97 Purchase 1,300 45.875 11/18/97 Purchase 1,300 45.958 11/18/97 Purchase 13,500 45.985 11/19/97 Purchase 16,000 44.875 11/19/97 Purchase 4,400 44.709
- -------------------------------- (2) Transactions effected at the direction of Duquesne LLC. 14 EXHIBIT INDEX 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 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 C. Joint Filing Agreement dated November 21, 1997 by and among Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller and Duquesne Capital Management, L.L.C. EX-24.A 2 GEORGE SOROS POWER OF ATTORNEY 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.B 3 STANLEY DRUCKENMILLER POWER OF ATTORNEY 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-99 4 JOINT FILING AGREEMENT EXHIBIT C JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Protein Design Labs, Inc. dated November 21, 1997 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated as of: November 21, 1997 SOROS FUND MANAGEMENT LLC By:/s/ Michael C. Neus Michael C. Neus Assistant General Counsel GEORGE SOROS By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner Gerald Kerner Managing Director -----END PRIVACY-ENHANCED MESSAGE-----