-----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, RVxmwLP4Yy5c3TWYGP5p1XAk7bs/4OycfwLn3LfNdjfwxBhqDe9mT4zeyjurdrx6 tvKxjCNufkCskGuhkMOLJw== 0000921530-97-000181.txt : 19971111 0000921530-97-000181.hdr.sgml : 19971111 ACCESSION NUMBER: 0000921530-97-000181 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19971110 SROS: NASD 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: 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: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42223 FILM NUMBER: 97712089 BUSINESS ADDRESS: STREET 1: 33 LOCKE DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 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 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 RE SEPRACOR INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SEPRACOR INC. ------------------------------------ (Name of Issuer) Common Stock, $0.10 Par Value ----------------------------------- (Title of Class of Securities) 817315103 ----------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 29, 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. *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 34 Pages Exhibit Index: Page 27 Page 2 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 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 740,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 740,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 740,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.69% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 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* PF 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 387,500 Shares Beneficially 8 Shared Voting Power Owned By 740,000 Each Reporting 9 Sole Dispositive Power Person 387,500 With 10 Shared Dispositive Power 740,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,127,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 4.10% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 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 0 Shares Beneficially 8 Shared Voting Power Owned By 740,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 740,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 740,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 2.69% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Winston Partners, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 185,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 185,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 185,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 0.67% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Chatterjee Fund Management, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 185,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 185,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 185,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 0.67% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 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 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 Cayman Islands 7 Sole Voting Power Number of 223,750 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 223,750 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 223,750 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 0.81% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 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 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 113,750 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 113,750 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 113,750 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 0.41% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 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 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 337,500 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 337,500 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 337,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.23% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 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 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 337,500 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 337,500 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 337,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.23% 14 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 34 Pages SCHEDULE 13D CUSIP No. 817315103 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Purnendu Chatterjee 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [x] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 522,500 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 522,500 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 522,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.90% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 34 Pages This Statement on Schedule 13D relates to shares of Common Stock, $0.10 par value per share (the "Shares"), of Sepracor Inc. (the "Issuer"). This Statement is being filed by the Reporting Persons (as defined herein) to report recent acquisitions of Shares of the Issuer as a result of which certain of the Reporting Persons may be deemed to be the beneficial owners of more than 5% of the total number of outstanding Shares. Item 1. Security and Issuer. This Statement relates to the Shares. The address of the principal executive office of the Issuer is 111 Locke Drive, Marlborough, Massachusetts 01752. Item 2. Identity and Background. This statement is being filed on behalf of the following persons (collectively, the "Reporting Persons"): (i) Soros Fund Management LLC ("SFM LLC"); (ii) George Soros ("Mr. Soros") (iii) Stanley F. Druckenmiller ("Mr. Druckenmiller"); (iv) Winston Partners, L.P. ("Winston Partners") (v) Chatterjee Fund Management, L.P. ("CFM"); (vi) Winston Partners II LDC ("Winston LDC"); (vii) Winston Partners II LLC ("Winston LLC"); (viii) Chatterjee Advisors LLC ("Chatterjee Advisors"); (ix) Chatterjee Management Company ("Chatterjee Management"); and (x) Purnendu Chatterjee ("Dr. Chatterjee"); This statement relates to Shares held for the accounts of Quantum Partners (as defined herein), Winston Partners, Winston LDC, Winston LLC and Mr. Soros. Page 13 of 34 Pages The Reporting Persons SFM LLC, Mr. Soros and Mr. Druckenmiller - ---------------------------------------- SFM LLC, a Delaware limited liability company, has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein. 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 (as defined herein) and Quantum Partners, the principal operating subsidiary of Quantum Fund. SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners") and Quantum Fund N.V., a Netherlands Antilles company ("Quantum Fund"). Each of Quantum Fund and Quantum Partners has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM LLC's contracts with the 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 the SFM Clients; and for allocating and reallocating the SFM Clients' assets among the outside managers and itself. 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 Shares held for the account of Quantum Partners. 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 Shares held for the account of Quantum Partners. Set forth in Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D 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. Pursuant to regulations promulgated under Section 13(d) of the Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of the Shares 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 Shares. During the past five years, none of the Reporting Persons, Quantum Partners and, 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 it or 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. Page 14 of 34 Pages Winston Partners, CFM, Winston LDC, Winston LLC, Chatterjee Advisors and Chatterjee Management - -------------------------------------------------------------------------------- Winston Partners is a Delaware limited partnership which is principally engaged in investing in securities. CFM is a Delaware limited partnership and the general partner of Winston Partners. Dr. Chatterjee is the sole general partner of CFM. The principal business of CFM is to serve as the sole general partner of Winston Partners. The principal office of Winston Partners and CFM is located at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Pursuant to regulations promulgated under Section 13(d) of the Act, CFM, as the sole general partner of Winston Partners, may be deemed a beneficial owner of the Shares held for the account of Winston Partners. Winston LDC is a Cayman Islands exempted limited duration company with its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Winston LDC was organized as the operating unit of Winston Partners II Offshore Ltd., an open-end investment company incorporated in the British Virgin Islands (the "Winston Offshore"). Winston Offshore invests all of its assets in Winston LDC, and is the largest shareholder in Winston LDC. Chatterjee Advisors and Chatterjee Fund Investors LDC (an affiliate of Chatterjee Advisors) are also shareholders of Winston LDC. The principal business of Winston LDC is investing in securities. Winston LLC is a limited liability company formed under the laws of the State of Delaware with its principal office at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Chatterjee Advisors and Chatterjee Fund Investors LDC (an affiliate of Chatterjee Advisors) are also shareholders of Winston LLC. The principal business of Winston LLC is investing in securities. 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. The principal office of Chatterjee Advisors is located at 888 Seventh Avenue, 30th Floor, New York, New York 10106. 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. As such, Chatterjee Management has full discretion and authority to make investments in securities (including the Shares) on behalf of each of Winston LDC and Winston LLC. The principal office of Chatterjee Management is located at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Pursuant to regulations promulgated under Section 13(d) of the Act, each of 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. During the past five years, none of Winston Partners, CFM, Winston LDC, Winston LLC, Chatterjee Advisors and Chatterjee Management has been: (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which any of them 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. Page 15 of 34 Pages Dr. Chatterjee - -------------- The principal occupation of Dr. Chatterjee, a United States citizen, is as an investment manager. Dr. Chatterjee has his principal place of business at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Pursuant to regulations promulgated under Section 13(d) of the Act, Dr. Chatterjee may be deemed the beneficial owner of securities (including the Shares) held for the account of Winston Partners (as the sole general partner of CFM and the person ultimately in control of Winston Partners), Winston II LDC (as manager and the person ultimately in control of Chatterjee Advisors and Chatterjee Management) and Winston II LLC (as manager and the person ultimately in control of Chatterjee Advisors and Chatterjee Management). On January 13, 1993, the Securities and Exchange Commission (the "Commission") filed a civil complaint in the United States District Court for the District of Massachusetts against certain defendants, including Dr. Chatterjee, wherein the Commission alleged that Dr. Chatterjee engaged in conduct in violation of, or aided and abetted certain alleged violations of, Sections 10(b) and 14(e) of the Act and certain rules promulgated thereunder. Dr. Chatterjee settled the Commission's action on the same date it was filed without admitting or denying the allegations of the complaint. Dr. Chatterjee consented to the entry of a Final Judgment restraining and enjoining him from, inter alia, violating, or aiding and abetting violations of, Sections 10(b) and 14(e) of the Act and the rules promulgated thereunder. Dr. Chatterjee also agreed to pay a civil penalty of $643,855. During the past five years, Dr. Chatterjee, has not been convicted in any criminal proceeding. Item 3. Source and Amount of Funds or Other Consideration Quantum Partners expended approximately $24,378,537 of its working capital to purchase Shares reported herein as being acquired in the last 60 days. Mr. Soros expended approximately $13,400,257 of his personal funds to purchase Shares reported herein as being acquired in the last 60 days. Winston Partners expended approximately $5,837,816 of its working capital to purchase Shares reported herein as being acquired in the last 60 days. Winston LDC expended approximately $6,985,146 of its working capital to purchase Shares reported herein as being acquired in the last 60 days. Winston LLC expended approximately $3,548,801 of its working capital to purchase Shares reported herein as being acquired in the last 60 days. The Shares held for the accounts of Quantum Partners, Mr. Soros, Winston Partners, Winston LDC and Winston LLC may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The Shares which may be held in the margin accounts are pledged as collateral security for the repayment of debit balances in the respective accounts. Page 16 of 34 Pages Item 4. Purpose of Transaction. All of the Shares reported herein as having been acquired for or disposed of from the accounts of Quantum Partners, Mr. Soros, Winston Partners, Winston LDC and Winston LLC were acquired or disposed of for investment purposes. Neither Quantum Partners, the Reporting Persons nor, to the best of their knowledge, any of the other individuals 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. The Reporting Persons 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 the Reporting Persons and/or the SFM LLC Clients, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) (i) SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of the 740,000 Shares held for the account of Quantum Partners (approximately 2.69% of the total number of Shares outstanding). (ii) Mr. Soros may be deemed the beneficial owner of 1,127,500 Shares (approximately 4.10% of the total number of Shares outstanding). This number consists of (A) 740,000 Shares held for the account of Quantum Partners and (B) 387,500 Shares held for his personal account. (iii)Winston Partners and CFM may be deemed the beneficial owner of 185,000 Shares held for the account of Winston Partners (approximately 0.67% of the total number of Shares outstanding). (iv) Winston LDC may be deemed the beneficial owner of the 223,750 Shares held for its account (approximately 0.81% of the total number of Shares outstanding). (v) Winston LLC may be deemed the beneficial owner of the 113,750 Shares held for its account (approximately 0.41% of the total number of Shares outstanding). (vi) Chatterjee Management and Chatterjee Advisors may be deemed the beneficial owner of 337,500 Shares (approximately 1.23% of the total number of Shares outstanding). This number consists of (A) 223,750 Shares which Winston LDC may be deemed to own beneficially and (B) 113,750 Shares which Winston LLC may be deemed to own beneficially. (vii)Dr. Chatterjee may be deemed the beneficial owner of 522,500 Shares (approximately 1.90% of the total number of Shares outstanding). This number consists of (A) 337,500 Shares which Chatterjee Management and Chatterjee Advisors may be deemed to own beneficially and (B) 185,000 Shares which CFM and Winston Partners may be deemed to own beneficially. (b) (i) Pursuant to the terms of the contract between Quantum Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting and disposition of the 740,000 Shares held for the account of Quantum Partners. Page 17 of 34 Pages (ii) 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, each of Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 740,000 Shares held for the account of Quantum Partners. (iii)Mr. Soros has the sole power to vote and dispose of the 387,500 Shares held for his personal account. (iv) Each of Winston LDC, Chatterjee Advisors (in its capacity as manager of Winston LDC), Chatterjee Management (in its capacity as investment advisor to Winston LDC) and Dr. Chatterjee (as the person ultimately in control of both Chatterjee Advisors and Chatterjee Management) may be deemed to have the sole power to direct the voting and disposition of the 223,750 Shares held for the account of Winston LDC. (v) Each of Winston LLC, Chatterjee Advisors (in its capacity as manager of Winston LLC), Chatterjee Management (in its capacity as investment advisor to Winston LLC) and Dr. Chatterjee (in his capacity as the person ultimately in control of both Chatterjee Advisors and Chatterjee Management) may be deemed to have the sole power to direct the voting and disposition of the 113,750 Shares held for the account of Winston LLC. (vi) Each of Winston L.P., CFM (as the general partner of Winston L.P.) and Dr. Chatterjee (as the sole general partner of CFM) may be deemed to have the sole power to direct the voting and disposition of the 185,000 Shares held for the account of Winston L.P. (c) Except for the transactions disclosed on Annex B attached hereto, all of which were executed in routine brokerage transactions in the over-the-counter market, there have been no transactions effected with respect to the Shares since September 11, 1997 (60 days prior to the date hereof) by any of the Reporting Persons or Quantum Partners. (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, the Shares held for the account of 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, and proceeds from the sale of, the Shares held for his personal account. (iii)The shareholders of Winston LDC, including Winston Offshore, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by Winston LDC in accordance with their ownership interests in Winston LDC. (iv) The members of Winston LLC 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 LLC in accordance with their ownership interests in Winston LLC. (v) The partners of Winston Partners 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 Partners in accordance with their partnership interests in Winston Partners. Page 18 of 34 Pages (e) Not applicable. Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares not held for the accounts of the SFM Clients. Mr. Soros expressly disclaims beneficial ownership of any Shares not held for the accounts of the SFM Clients and his personal account. Each of Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial ownership of any Shares not held directly for the accounts of Winston LDC and Winston LLC. Winston LDC expressly disclaims beneficial ownership of any Shares not held for its account. Winston LLC expressly disclaims beneficial ownership of any Shares not held directly for its account. Each of Winston Partners and CFM expressly disclaims beneficial ownership of any Shares not held directly for the account of Winston Partners. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares not held for the accounts of Winston Partners, Winston LDC and Winston LLC. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 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 profits with respect to Shares held for the account of Quantum Partners and in any profits or losses with respect to Shares held for the account of Mr. Soros. From time to time each of the Reporting Persons, Quantum Partners and/or other SFM Clients may lend portfolio securities 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 law, each of such persons or entities may borrow the Shares for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as set forth herein, the Reporting Persons, Quantum Partners and/or other SFM Clients do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Page 19 of 34 Pages 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. Power of Attorney, dated May 31, 1995, granted by Dr. Chatterjee in favor of Mr. Peter Hurwitz. D. Power of Attorney, dated October 25, 1996, granted by Winston LDC in favor of Mr. Peter Hurwitz. E. Joint Filing dated November 10, 1997 by and among SFM LLC, Mr. Soros, Mr. Druckenmiller, Winston Partners, CFM, Winston LDC, Winston LLC, Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee. Page 20 of 34 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: November 10, 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 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 34 Pages CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Manager CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Manager CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Vice President Page 22 of 34 Pages PURNENDU CHATTERJEE By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Attorney-in-Fact Page 23 of 34 Pages ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: 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 Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares.
Page 24 of 34 Pages ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF SEPRACOR INC. Date of Nature of Number of Price For the Account of Transaction Transaction Shares Per Share - ------------------ ----------- ----------- --------- --------- Quantum Partners/1/ 9/16/97 BUY 85,700 31.851 9/16/97 BUY 115,000 30.26 9/17/97 BUY 4,300 32.145 9/17/97 BUY 48,800 32.269 9/17/97 BUY 164,600 32.174 9/18/97 BUY 30,800 32.312 9/18/97 BUY 9,200 32.375 9/18/97 BUY 30,800 32.275 9/18/97 BUY 15,800 32.259 9/19/97 BUY 17,500 33.483 9/22/97 BUY 33,300 35.814 9/23/97 BUY 39,700 35.975 9/24/97 BUY 81,900 36.133 9/25/97 BUY 21,200 35.125 9/25/97 BUY 41,400 35.089 Quasar Partners/2/ 9/26/97 SALE 3,300 33.91 (as defined herein) 9/26/97 SALE 12,500 33.911 9/26/97 SALE 3,500 33.909 9/26/97 SALE 5,000 33.912 9/26/97 SALE 5,000 33.912 9/26/97 SALE 4,000 33.91 9/26/97 SALE 2,500 33.912 9/26/97 SALE 2,000 33.904 Winston Partners LDC 9/9/97 BUY 50,000 25.371 9/10/97 BUY 30,000 25.104 9/11/97 BUY 20,000 27.901 10/28/97 BUY 20,100 32.76 10/28/97 BUY 1,900 32.07 10/29/97 BUY 25,100 36.151 10/30/97 BUY 8,800 36.041 10/30/97 BUY 8,400 35.3 10/31/97 BUY 2,000 35.773 10/31/97 BUY 26,900 35.718 Page 25 of 34 Pages Date of Nature of Number of Price For the Account of Transaction Transaction Shares Per Share - ------------------ ----------- ----------- --------- --------- Winston Partners LDC (cont.) 11/3/97 BUY 5,400 35.981 11/4/97 BUY 3,350 36.676 11/4/97 BUY 13,400 37.462 11/7/97 BUY 8,400 37.317 Winston Partners LLC 9/9/97 BUY 25,000 25.371 9/10/97 BUY 15,000 25.104 9/11/97 BUY 10,000 27.901 10/28/97 BUY 9,900 32.76 10/28/97 BUY 3,900 32.07 10/29/97 BUY 12,300 36.151 10/30/97 BUY 4,400 36.041 10/30/97 BUY 4,100 35.3 10/31/97 BUY 1,000 35.773 10/31/97 BUY 13,100 35.718 11/3/97 BUY 2,700 35.981 11/4/97 BUY 1,650 36.676 11/4/97 BUY 6,600 37.462 11/7/97 BUY 4,100 37.317 Winston Partners, L.P. 9/9/97 BUY 25,000 25.371 9/10/97 BUY 15,000 25.104 9/11/97 BUY 10,000 27.901 9/17/97 BUY 1,100 32.145 9/17/97 BUY 12,300 32.269 9/17/97 BUY 41,200 32.174 9/18/97 BUY 7,700 32.312 9/18/97 BUY 2,300 32.375 9/18/97 BUY 7,700 32.275 9/18/97 BUY 3,900 32.259 9/19/97 BUY 4,500 33.483 9/22/97 BUY 8,400 35.814 9/23/97 BUY 10,000 35.975 9/24/97 BUY 20,500 36.133 9/25/97 BUY 5,100 35.125 9/25/97 BUY 10,300 35.089 Mr. Soros 9/17/97 BUY 1,600 32.145 9/17/97 BUY 18,200 32.269 9/17/97 BUY 61,500 32.174 9/18/97 BUY 11,500 32.312 9/18/97 BUY 3,500 32.375 9/18/97 BUY 11,500 32.275 9/18/97 BUY 5,900 32.259 9/19/97 BUY 6,500 33.483 9/22/97 BUY 12,400 35.814 9/23/97 BUY 14,800 35.975 9/24/97 BUY 30,600 36.133 9/25/97 BUY 6,500 35.125 Page 26 of 34 Pages Date of Nature of Number of Price For the Account of Transaction Transaction Shares Per Share - ------------------ ----------- ----------- --------- --------- Mr. Soros (cont.) 9/25/97 BUY 15,500 35.089 10/28/97 BUY 30,000 32.76 10/28/97 BUY 5,800 32.07 10/29/97 BUY 37,400 36.151 10/30/97 BUY 12,500 35.3 10/30/97 BUY 13,200 36.041 10/31/97 BUY 3,000 35.773 10/31/97 BUY 40,000 35.718 11/3/97 BUY 8,100 35.981 11/4/97 BUY 5,000 36.676 11/4/97 BUY 20,000 37.462 11/7/97 BUY 12,500 37.317 - ------------------------- /1/ Transactions effected at the direction of SFM LLC. /2/ Transactions effected at the direction of Oracle Investment Management, Inc. ("OIM"). At the direction of SFM LLC, Quasar International Partners C.V., a Netherlands Antilles limited partnership ("Quasar Partners") entered into an investment advisory contract with OIM pursuant to which OIM was granted investment discretion over certain funds of Quasar Partners. As a result of these sales, Quasar Partners may no longer be deemed the beneficial owner of any Shares.
Page 27 of 34 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 31, 1995, granted by Dr. Chatterjee in favor of Mr. Peter Hurwitz.........................30 D. Power of Attorney, dated October 25, 1996, granted by Winston Partners II LDC in favor of Mr. Peter Hurwitz..........................................................31 E. Joint Filing dated November 10, 1997 by and among 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 Purnendu Chatterjee.......................32 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 28 of 34 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 34 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 34 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make, constitute and appoint PETER HURWITZ as my agent and attorney in fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 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 5 EXHIBIT D - POWER OF ATTORNEY Page 31 of 34 Pages EXHIBIT D 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.E 6 EXHIBIT E - JOINT FILING Page 32 of 34 Pages EXHIBIT E JOINT FILING The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Sepracor Inc. dated November 10, 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. Date: November 10, 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 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 33 of 34 Pages CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact WINSTON PARTNERS II LDC By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, its Manager By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Manager CHATTERJEE ADVISORS LLC By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Manager CHATTERJEE MANAGEMENT COMPANY By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Vice President Page 34 of 34 Pages PURNENDU CHATTERJEE By: /S/ PETER HURWITZ --------------------------------------- Peter Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----