-----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, U4fEzb+8Uu6s8cIBPW7y3jZ2my0ZVGk/FP4gbk9x7KgNsuY5PScrx5UxVJixalyt a4fIMMzm0VXam8YB9Km/tQ== 0000921530-97-000178.txt : 19971105 0000921530-97-000178.hdr.sgml : 19971105 ACCESSION NUMBER: 0000921530-97-000178 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971104 SROS: NASD GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: PURNENDU CHATTERJEE GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: S-C PHOENIX HOLDINGS, L.L.C. GROUP MEMBERS: S-C PHOENIX PARTNERS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER GROUP MEMBERS: WINSTON PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX INFORMATION SYSTEMS CORP CENTRAL INDEX KEY: 0000792157 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133337797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44587 FILM NUMBER: 97707729 BUSINESS ADDRESS: STREET 1: 100 SECOND AVE SOUTH STREET 2: STE 1100 CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 8138947674 MAIL ADDRESS: STREET 1: 100 SECOND AVE STREET 2: STE 1100 CITY: ST PETERSBERG STATE: FL ZIP: 33701 FORMER COMPANY: FORMER CONFORMED NAME: DYNASTY TRAVEL GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CS PRIMO CORP DATE OF NAME CHANGE: 19910718 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/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMEND NO. 11 TO SCH 13D RE PHOENIX INFORMATIO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.11)* PHOENIX INFORMATION SYSTEMS CORP. --------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value ----------------------------------------------- (Title of Class of Securities) 719077109 ----------------------- (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 23, 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 20 Pages Page 2 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person S-C Phoenix Partners 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization New York 7 Sole Voting Power Number of 39,269,999 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 39,269,999 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 39,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 53.68% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Quantum Industrial Partners LDC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 0 Shares Beneficially 8 Shared Voting Power Owned By 40,269,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 40,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 40,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 54.31% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person S-C Phoenix Holdings, 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* Not applicable 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 1,000,000 Shares Beneficially 8 Shared Voting Power Owned By 39,269,999 Each Reporting 9 Sole Dispositive Power Person 1,000,000 With 10 Shared Dispositive Power 39,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 40,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 54.31% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH Management Investor, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 0 Shares Beneficially 8 Shared Voting Power Owned By 40,269,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 40,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 40,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 54.31% 14 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH Management, Inc. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 0 Shares Beneficially 8 Shared Voting Power Owned By 40,269,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 40,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 40,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 54.31% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 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* Not applicable 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 0 Shares Beneficially 8 Shared Voting Power Owned By 40,269,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 40,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 40,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 54.31% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 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* Not applicable 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 41,269,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 41,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 41,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 54.92% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 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* Not applicable 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 40,269,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 40,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 40,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 54.31% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 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* Not applicable 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 0 Shares Beneficially 8 Shared Voting Power Owned By 40,269,999 Each Reporting 9 Sole Dispositive Power Person With 10 Shared Dispositive Power 40,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 40,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 54.31% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 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* Not applicable 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 0 Shares Beneficially 8 Shared Voting Power Owned By 40,269,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 40,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 40,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 54.31% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 20 Pages SCHEDULE 13D CUSIP No. 719077109 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* Not applicable 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 41,269,999 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 41,269,999 11 Aggregate Amount Beneficially Owned by Each Reporting Person 41,269,999 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 54.92% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 13 of 20 Pages This Amendment No. 11 to Schedule 13D relates to shares of Common Stock, $.01 par value per share (the "Shares"), of Phoenix Information Systems, Corp. (the "Issuer"). This Amendment No. 11 amends the initial statement on Schedule 13D dated December 16, 1994 and all amendments thereto (collectively, the "Initial Statement") filed by certain of the Reporting Persons (as defined herein). This Amendment No. 11 is being filed by the Reporting Persons to report that certain warrants to purchase Shares held for the accounts of certain of the Reporting Persons will become exercisable for Shares on December 22, 1997, sixty days from the event date hereof. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) S-C Phoenix Partners ("Phoenix Partners"); (ii) Quantum Industrial Partners LDC ("QIP"); (iii) S-C Phoenix Holdings, L.L.C. ("Phoenix Holdings"); (iv) QIH Management Investor, L.P. ("QIHMI"); (v) QIH Management, Inc. ("QIH Management"); (vi) SFM LLC; (vii) George Soros ("Mr. Soros"); (viii) Stanley F. Druckenmiller ("Mr. Druckenmiller"); (ix) Winston Partners, L.P. ("Winston"); (x) Chatterjee Fund Management, L.P. ("CFM"); and (xi) Dr. Purnendu Chatterjee ("Dr. Chatterjee"). Updated information concerning the officers and directors of QIP and QIHMI is attached hereto as Annex A and incorporated herein by reference. Updated information concerning the Managing Directors of SFM LLC is attached hereto as Annex B and incorporated herein by reference. Page 14 of 20 Pages Item 5. Interest in Securities of the Issuer. On December 7, 1995 each of QIP and Phoenix Holdings entered into a Common Stock Purchase Warrant Agreement (the "Three-Year Warrant"), filed as Exhibit X to Amendment No. 5 to the Initial Statement and incorporated herein by reference, with the Issuer. Pursuant to Section 3 of the Three-Year Warrant, an aggregate of up to 2,000,000 warrants may be exercised at any time during the Exercise Period (as defined therein), which commences on the second anniversary of the Acquisition Date (as defined in the Options Agreement filed as Exhibit (v) to Amendment No. 5 to the Initial Statement) (December 22, 1997) and ends on the fifth anniversary of the Acquisition Date (December 22, 2000). Each warrant issued pursuant to the Three-Year Warrant entitles the holder to purchase one Share at a purchase price per Share equal to 85% of the Market Price (as defined in the Three-Year Warrant) of the Shares averaged over the 10 business days prior to the Acquisition Date through the 20 business days subsequent to the Acquisition Date. Each of QIP and Phoenix Holdings were issued 1,000,000 of the 2,000,000 Three-Year Warrants. (a) (i) Phoenix Partners may be deemed the beneficial owner of 39,269,999 Shares (approximately 53.68% of the total number of Shares which would be outstanding assuming the exercise or conversion by Phoenix Partners of all of the convertible securities that it holds). This number consists of the following securities held for the account of Phoenix Partners: (i) 15,984,999 Shares held by Phoenix Partners, (ii) 4,000,000 Shares issuable to Phoenix Partners upon exercise of the 4,000,000 warrants presently exercisable by Phoenix Partners pursuant to the terms of the Warrant Agreement, (iii) the 2,500,000 Shares issuable to Phoenix Partners pursuant to the terms of the Second Warrant Agreement, (iv) 600,000 Shares issuable upon exercise of the 600,000 warrants issued to Phoenix Partners pursuant to the Second Conversion Warrants, (v) 345,000 Shares issuable upon exercise of the warrant issued to Phoenix Partners pursuant to the February Warrant Agreement, (vi) 140,000 Shares issuable upon conversion of 140,000 warrants issued pursuant to the Additional Warrant Agreement, (vii) 700,000 Shares issuable upon conversion of the Early Purchase Warrant and (viii) 15,000,000 Shares issuable upon conversion of the Series C Shares. (ii) Each of the Reporting Persons other than Phoenix Partners, Mr. Soros and Dr. Chatterjee may be deemed a beneficial of 40,269,999 Shares (approximately 54.31% of the total number of Shares which would be outstanding assuming the exercise or conversion by the Reporting Persons of all of the convertible securities that they hold). This number consists of (a) the 39,269,999 Shares held for the account of Phoenix Partners and (b) 1,000,000 Shares issuable upon the exercise of 1,000,000 Three-Year Warrants. Each of QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros (see Item 5(a)(iii) below), Mr. Druckenmiller and Dr. Chatterjee (see Item 5(a)(iii) below) may be deemed a beneficial owner of the 1,000,000 Shares issuable upon the exercise of the 1,000,000 Three-Year Warrants held for the account of QIP. Each of Winston, CFM, Dr. Chatterjee (see Item 5(a)(iii) below) and Mr. Soros (see Item 5(a)(iii) below) may be deemed a beneficial owner of the Shares issuable upon the exercise of the 1,000,000 Three-Year Warrants held for the account of Phoenix Holdings. (iii)Each of Mr. Soros and Dr. Chatterjee may be deemed the beneficial owner of 41,269,999 Shares (approximately 54.92% of the total number of Shares which would be outstanding assuming the exercise or conversion by the Reporting Persons of all of the convertible securities that they hold). This number consists of (a) the 39,269,999 Shares held for the account of Phoenix Page 15 of 20 Pages Partners, (b) the 1,000,000 Shares issuable upon exercise of the 1,000,000 Three-Year Warrants held for the account of QIP and (c) the 1,000,000 Shares issuable upon exercise of the 1,000,000 Three-Year Warrants held for the account of Phoenix Holdings. Despite the increase reported herein in the number of Shares that each of the Reporting Persons may be deemed a beneficial owner of, the above beneficial ownership percentage is lower than that reported in the previous filing on Schedule 13D due to the fact that, based on public information provided by the Issuer, the outstanding number of Shares has increased since such filing. (b) (i) Phoenix Partners has the sole power to direct the voting and disposition of the securities of the Issuer (including the Shares) that it holds directly. Each of the other Reporting Persons may be deemed to have shared power to direct the voting and disposition of the securities (including the Shares) held for the account of Phoenix Partners. (ii) Each of QIP, QIHMI (pursuant to QIP's constituent documents), QIH Management (by virtue of its position as sole general partner of QIHMI), SFM LLC (by virtue of the QIP contract), Mr. Soros (as a result of his position with SFM LLC), Mr. Druckenmiller (as a result of his position with SFM LLC) and Dr. Chatterjee (as a result of his position as a sub-advisor to QIP with respect to the Shares) may be deemed to have the shared power to direct the voting and disposition of the Shares held for the account of QIP. (iii)Phoenix Holdings may be deemed to have the sole power to vote and dispose of the securites (including the Shares) held for its account. Mr. Soros and Winston L.P. (in their capacity as managing members of Phoenix Holdings) may be deemed to have shared power to direct the voting and disposition of such securities. CFM (in its capacity as sole general partner of Winston L.P.) and Dr. Chatterjee (in his capacity as sole general partner of CFM) may be deemed to have the shared power to direct the voting and disposition of such securities. (c) Except as disclosed in this Item 5, there have been no transactions with respect to the Shares since September 5, 1997 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (i) The partners of Phoenix Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities of the Issuer (including the Shares) held by Phoenix Partners in accordance with their percentage interest in the partnership. (ii) 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. (iii)The members of Phoenix Holdings have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held for the account of Phoenix Holdings in accordance with their ownership interests in Phoenix Holdings. (e) Not applicable. Page 16 of 20 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 3, 1997 S-C PHOENIX PARTNERS By: S-C Phoenix Holding, L.L.C. By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Manager QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact S-C PHOENIX HOLDINGS, L.L.C. By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Manager QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., its general partner By: /S/ SEAN C. WARREN ------------------------------ Sean C. Warren Vice President QIH MANAGEMENT, INC. By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Vice President Page 17 of 20 Pages SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren 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 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Attorney-in-Fact Page 18 of 20 Pages PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact Page 19 of 20 Pages ANNEX A Directors and Officers of Quantum Industrial Partners LDC Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. Netherlands Antilles Willemstad Managing Director corporations Curacao, (Netherlands Antilles) Netherlands Antilles Inter Caribbean Services Administrative services Administrative services Limited Citco Building Secretary Wickhams Cay (British Virgin Islands) Road Town Tortola British Virgin Islands Directors and Officers of QIH Management, Inc. Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Gary Gladstein Managing Director of 888 Seventh Avenue Director and President SFM LLC 33rd Floor (United States) New York, New York 10106 Sean C. Warren Managing Director of 888 Seventh Avenue Director, Vice President SFM LLC 33rd Floor and Secretary New York, New York 10106 (United States) Peter Streinger Chief Financial Officer 888 Seventh Avenue Treasurer of SFM LLC 33rd Floor (United States) New York, New York 10106 Michael C. Neus Assistant General 888 Seventh Avenue Vice President and Counsel of SFM LLC 33rd Floor Assistant Secretary New York, New York 10106 (United States) 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 20 of 20 Pages ANNEX B 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. -----END PRIVACY-ENHANCED MESSAGE-----