-----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, HsmCey/Xu+ve5zLWXKvfziqwF+UxniAiXoSDgJLMfvYzVt3OT+wcUi4G5GWBh+wR Ta8H6/ZBQ0IwelGWg4gMAA== 0000921530-97-000198.txt : 19971212 0000921530-97-000198.hdr.sgml : 19971212 ACCESSION NUMBER: 0000921530-97-000198 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971211 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: 97736665 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. 13 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.13)* 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) December 9, 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 18 Pages Page 2 of 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 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 18 Pages This Amendment No. 13 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. 13 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. 13 is being filed by the Reporting Persons to report the recent acquisition of securities of the Issuer in a private transaction. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 5. Interest in Securities of the Issuer. On December 8, 1997 Phoenix Partners, Fairway Capital Limited and Infinity Investors Limited entered into a Stock Purchase Agreement pursuant to which, on December 9, 1997, Phoenix Partners purchased 201,820 shares, par value $.01 per share, of Series A Convertible Preferred Stock of the Issuer (the "Series A Shares") from Infinity Investors Limited and 843,950 shares, par value $.01 per share, of Series B Convertible Preferred Stock of the Issuer (the "Series B Shares") in the aggregate from Infinity Investors Limited and Fairway Capital Limited for an aggregate purchase price of $2,800,000. The Series A Shares are permitted to be converted into Shares at the option of the holder, provided that in no instance shall the maximum number of Shares into which a holder may convert the Series A Shares exceed, at any time, an amount equal to the remainder of (i) 4.99% of the then issued and outstanding Shares following such conversion, minus (ii) the number of Shares held by such holder. The same limitation applies to the Series B Shares. Phoenix Partners currently directly owns in excess of 4.99% of the total number of issued and outstanding Shares, and as such, may not, at this time, convert either the Series A Shares or the Series B Shares. Assuming conversion were permitted, each Series A Share would be convertible, at the option of the holder thereof, into that number of Shares obtained by dividing the Series A Liquidation Preference (as defined below) of such Series A Share by the product of eighty percent (80%) multiplied by the Market Price (as defined below) of the Shares, subject to certain periodic adjustments (the "Series A Conversion Price"). The Liquidation Preference per Series A Share shall be an amount equal to four dollars ($4.00), plus all accrued and unpaid dividends thereon (the "Series A Liquidation Preference"). The Market Price on any day shall mean the average of the closing bid prices per Share on the National Association of Securities Dealers Inc, Over-The-Counter Bulletin Board, or on the principal exchange where the Shares are traded, in each case for five (5) consecutive trading days immediately preceding the date of determination. Assuming conversion were permitted, each Series B Share would be convertible, at the option of the holder thereof, into that number of Shares obtained by dividing the Series B Liquidation Preference (as defined below) of such Series B Share by the lesser of three dollars ($3.00) and the Market Price, as adjusted from time to time. The Liquidation Preference per Series B Share shall be an amount equal to four dollars ($4.00), plus all accrued and unpaid dividends thereon (the "Series B Liquidation Preference"). Page 14 of 18 Pages (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 other than the Series A and Series B Shares). 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, other than the Series A and Series B Shares). 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 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. (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. Page 15 of 18 Pages (iii)Phoenix Holdings may be deemed to have the sole power to vote and dispose of the securities (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 above and in Item 6, there have been no transactions with respect to the Shares since December 8, 1997 (the date of filing of the last statement on Schedule 13D) 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 18 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: December __, 1997 S-C PHOENIX PARTNERS By: S-C Phoenix Holding, L.L.C. By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Authorized Person QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact S-C PHOENIX HOLDINGS, L.L.C. By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Authorized Person QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., its general partner By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Vice President QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Vice President Page 17 of 18 Pages 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 18 of 18 Pages CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Attorney-in-Fact PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----