-----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, DC1dwgbVc9SylGMBnhdEB4/8WNDqWjvqW87t7pUjDvrV55HF6luIu7GiPpCj8U7G zi8RDygzetfBbLIIy/apIQ== 0000921530-98-000084.txt : 19980522 0000921530-98-000084.hdr.sgml : 19980522 ACCESSION NUMBER: 0000921530-98-000084 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980521 SROS: NASD GROUP MEMBERS: GEORGE SOROS 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: TIVADAR CHARTIBLE LEAD TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IPC HOLDINGS LTD CENTRAL INDEX KEY: 0000909815 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-45701 FILM NUMBER: 98629928 BUSINESS ADDRESS: STREET 1: 29 RICHMOND RD STREET 2: C/O AMERICAN INTERNATIONAL BLDG CITY: PEMBROKE HM 08 BERMU STATE: D0 BUSINESS PHONE: 4412952121 MAIL ADDRESS: STREET 1: C/O AMERICAN INTERNATIONAL BUILDING STREET 2: 29 RICHMOND RD CITY: PEMBROKE 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 13G RE IPC HOLDINGS LTD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IPC HOLDINGS, LTD. -------------------------------- (Name of Issuer) Common Stock, $.01 Par Value -------------------------------- (Title of Class of Securities) G4933P101 -------------------- (CUSIP Number) May 14, 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 Exhibit Index: Page 17 SCHEDULE 13G CUSIP No. G4933P101 Page 2 of 22 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 1,466,306 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,466,306 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,466,306 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.86% 12 Type of Reporting Person* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G4933P101 Page 3 of 22 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 1,466,306 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,466,306 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,466,306 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.86% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G4933P101 Page 4 of 22 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 1,466,306 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,466,306 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,466,306 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.86% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G4933P101 Page 5 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 1,466,306 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,466,306 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,466,306 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.86% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G4933P101 Page 6 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 0 Shares Beneficially 6 Shared Voting Power Owned By 1,466,306 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,466,306 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,466,306 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.86% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G4933P101 Page 7 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 1,466,306 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,466,306 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,466,306 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.86% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G4933P101 Page 8 of 22 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Tivadar Charitable Lead Trust u/a/d 9/30/82 By George Soros As Grantor 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 672,488 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 672,488 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 672,488 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.69% 12 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 22 Pages Item 1(a) Name of Issuer: IPC Holdings Ltd. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: American International Building, 29 Richmond Road, Pembroke HM08, Bermuda. 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"); and vii) Tivadar Charitable Lead Trust u/a/d 8/30/82 By George Soros As Grantor, a New York charitable lead trust ("Tivadar"). This Statement relates to Shares (as defined herein) held for the account of QIP. 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, the sole general partner of QIHMI, and Chairman of SFM LLC. 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. Mr. Druckenmiller is Lead Portfolio Manager of SFM LLC. Mr. Ron Hiram, a Managing Director of SFM LLC, resigned from his position as a director of the Issuer on April 28, 1998. This Statement also relates to Shares held for the account of Tivadar, a charitable lead trust created by Mr. Soros, as grantor, on September 30, 1982 for the benefit of charitable donees and members of his family. Mr. Michael C. Neus and Mr. Gary Gladstein serve as trustees of Tivadar. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of QIP is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Page 10 of 22 Pages 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 Tivadar is 330 Engle Street, Tenafly, New Jersey 07670. 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; and vii) Tivadar is a New York charitable lead trust. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value (the "Shares"). Item 2(e) CUSIP Number: G4933P101 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 11 of 22 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of May 21, 1998, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to be the beneficial owner of the 1,466,306 Shares held for the account of QIP. (ii) Tivadar may be deemed to be the beneficial owner of the 672,488 Shares held for its account. Item 4(b) Percent of Class: (i) The number of Shares of which each of QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to be the beneficial owner constitutes approximately 5.86% of the total number of Shares outstanding. (ii) The number of Shares of which Tivadar may be deemed to be the beneficial owner constitutes approximately 2.69% of the total number of Shares outstanding. Page 12 of 22 Pages Item 4(c) Number of shares as to which such person has: QIP --- (i) Sole power to vote or to direct the vote: 1,466,306 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,466,306 (iv) Shared power to dispose or to direct the disposition of: 0 QIHMI ----- (i) Sole power to vote or to direct the vote: 1,466,306 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,466,306 (iv) Shared power to dispose or to direct the disposition of: 0 QIH Management -------------- (i) Sole power to vote or to direct the vote: 1,466,306 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,466,306 (iv) Shared power to dispose or to direct the disposition of: 0 SFM LLC ------- (i) Sole power to vote or to direct the vote: 1,466,306 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,466,306 (iv) Shared power to dispose or to direct the disposition of: 0 Page 13 of 22 Pages Mr. Soros --------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,466,306 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of:1,466,306 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,466,306 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of:1,466,306 Tivadar ------- (i) Sole power to vote or to direct the vote: 672,488 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 672,488 (iv) Shared power to dispose or to direct the disposition of: 0 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 beneficiaries of Tivadar, which include charitable donees and family members of Mr. Soros, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for the account of Tivadar in accordance with the terms of the trust. Each of SFM LLC, Mr. Soros, Mr. Druckenmiller, QIP, QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares not held directly for the account of QIP. Tivadar expressly disclaims beneficial ownership of any Shares not held directly for its account. 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. Page 14 of 22 Pages 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 15 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: May 21, 1998 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: May 21, 1998 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Vice President Date: May 21, 1998 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Vice President Date: May 21, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Assistant General Counsel Date: May 21, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Page 16 of 22 Pages Date: May 21, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: May 21, 1998 TIVADAR CHARITABLE LEAD TRUST By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Trustee Page 17 of 22 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................. 18 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.............................................. 19 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.............................................. 20 D. Joint Filing Agreement dated May 21, 1998 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 and Tivadar Charitable Lead Trust........................................ 22 EX-24 2 EHIBIT A - POWER OF ATTORNEY Page 18 of 22 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 19 of 22 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 20 of 22 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 ------------------------------------------- Curacao Corporation Company N.V. Managing Director EX-99.D 5 EXHIBIT D - JOINT FILING AGREEMENT Page 21 of 22 Pages EXHIBIT D JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of IPC Holdings, Inc. dated as of May 21, 1998 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 21, 1998 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: May 21, 1998 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Vice President Date: May 21, 1998 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Vice President Date: May 21, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Assistant General Counsel Date: May 21, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Page 16 of 22 Pages Date: May 21, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: May 21, 1998 TIVADAR CHARITABLE LEAD TRUST By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Trustee -----END PRIVACY-ENHANCED MESSAGE-----