-----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, DEhH5+DaL8I91ENTyg/faMKwOAXXxaFY35fiMjurnwijlm+2lj/mZfpCUL7Gc1kS 8ZHZq7rN8+Q5dKPnxGZqEg== /in/edgar/work/20000710/0000921530-00-000144/0000921530-00-000144.txt : 20000712 0000921530-00-000144.hdr.sgml : 20000712 ACCESSION NUMBER: 0000921530-00-000144 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000710 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: JOSEPH U. BARTON GROUP MEMBERS: STANLEY F. DRUCKENMILLER GROUP MEMBERS: THOMAS U. BARTON GROUP MEMBERS: WHITE ROCK CAPITAL MANAGEMENT LP GROUP MEMBERS: WHITE ROCK CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: WHITE ROCK CAPITAL PARTNERS, L.P. GROUP MEMBERS: WHITE ROCK CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IGEN INTERNATIONAL INC /DE CENTRAL INDEX KEY: 0000916304 STANDARD INDUSTRIAL CLASSIFICATION: [6794 ] IRS NUMBER: 942852543 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47749 FILM NUMBER: 669587 BUSINESS ADDRESS: STREET 1: 16020 INDUSTRIAL DR CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019848000 MAIL ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: IGEN INC /CA/ DATE OF NAME CHANGE: 19931216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE ROCK CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001051272 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3131 TURLTE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149793000 MAIL ADDRESS: STREET 1: 3131 TURTLE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 SC 13G/A 1 0001.txt AMEND #3 TO SCH 13G RE IGEN INTERNATIONAL, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)* IGEN INTERNATIONAL, INC ---------------------------- (Name of Issuer) Common Stock, $0.001 Par Value ---------------------------------- (Title of Class of Securities) 449536101 ------------- (CUSIP Number) July 1, 2000 -------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 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 Exhibit Index: Page 18 SCHEDULE 13G CUSIP No. 449536101 Page 2 of 20 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 449536101 Page 3 of 20 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 449536101 Page 4 of 20 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) STANLEY F. DRUCKENMILLER 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13 G CUSIP No. 449536101 Page 5 of 20 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WHITE ROCK CAPITAL PARTNERS, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 254,133 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 254,133 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 254,133 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.62% 12 Type of Reporting Person* PN; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 449536101 Page 6 of 20 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WHITE ROCK CAPITAL MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 6,000 Shares Beneficially 6 Shared Voting Power Owned By 994,349 Each Reporting 7 Sole Dispositive Power Person 6,000 With 8 Shared Dispositive Power 994,349 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,349 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 6.28% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 449536101 Page 7 of 20 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WHITE ROCK CAPITAL, INC. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,000,349 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,000,349 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,349 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 6.28% 12 Type of Reporting Person* CO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 449536101 Page 8 of 20 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) THOMAS U. BARTON 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,000,349 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,000,349 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,349 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 6.28% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 449536101 Page 9 of 20 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) JOSEPH U. BARTON 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 5,000 Shares Beneficially 6 Shared Voting Power Owned By 1,000,349 Each Reporting 7 Sole Dispositive Power Person 5,000 With 8 Shared Dispositive Power 1,000,349 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,005,349 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 6.32% 12 Type of Reporting Person* IA; IN * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 20 Pages Item 1(a) Name of Issuer: IGEN International, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 16020 Industrial Drive, Gaithersburg, MD 20877. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Soros Fund Management LLC ("SFM LLC"), (ii) Mr. George Soros ("Mr. Soros"), (iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"), (iv) White Rock Capital Partners, L.P. ("White Rock Partners"), (v) White Rock Capital Management, L.P. ("White Rock Management"), (vi) White Rock Capital, Inc. ("White Rock, Inc."), (vii) Thomas U. Barton and (viii) Joseph U. Barton. This Statement relates to Shares that were acquired by White Rock Management on behalf of certain institutional clients (the "White Rock Clients"), including, but not limited to, Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"). Effective July 7, 2000, no Shares are held for the account of Quantum Partners. Accordingly, each of SFM LLC, Mr. Soros and Mr. Druckenmiller shall no longer be considered a Reporting Person in connection with this Statement. Effective as of July 1, 2000, Mr. Druckenmiller ceased to be the Lead Portfolio Manager of, and is no longer employed by, SFM LLC and, as a result of reorganization of SFM LLC, the Management Committee has been eliminated. This Statement also relates to Shares held for the accounts of White Rock Partners, White Rock Management, Thomas U. Barton and Joseph U. Barton. The general partner of White Rock Partners is White Rock Capital Management, the general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White Rock, Inc. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of SFM LLC and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. Page 11 of 20 Pages The address and principal business office of each of White Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219. Item 2(c) Citizenship: i) SFM LLC is a Delaware limited liability company; ii) Mr. Soros is a United States citizen; iii) White Rock Partners is a Texas limited partnership; iv) White Rock Management is a Texas limited partnership; v) White Rock, Inc. is a Texas corporation; vi) Thomas U. Barton is a United States citizen; and vii) Joseph U. Barton is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $0.001 par value (the "Shares"). Item 2(e) CUSIP Number: 449536101 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Page 12 of 20 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of July 7, 2000, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of SFM LLC and Mr. Soros may no longer be deemed the beneficial owner of any Shares. (ii) Each of White Rock, Inc., White Rock Management and Thomas U. Barton may be deemed the beneficial owner of 1,000,349 Shares. This number consists of (1) 740,216 Shares held for the accounts of the White Rock Clients (assumes the conversion of 3,500 shares of Series B Stock into 250,716 Shares), (2) 254,133 Shares held for the account of White Rock Partners (assumes the conversion of 1,000 shares of Series B Stock into 71,633 Shares) and (3) 6,000 Shares held for the account of White Rock Management. (iii) Joseph U. Barton may be deemed the beneficial owner of 1,005,349 Shares. This number consists of (1) 740,216 Shares held for the accounts of the White Rock Clients (assumes the conversion of 3,500 shares of Series B Stock into 250,716 Shares), (2) 254,133 Shares held for the account of White Rock Partners (assumes the conversion of 1,000 shares of Series B Stock into 71,633 Shares), (4) 6,000 Shares held for the account of White Rock Management and (5) 5,000 Shares held for his account. (iv) White Rock Partners may be deemed the beneficial owner of the 254,133 Shares held for its account (assumes the conversion of 1,000 shares of Series B Stock into 71,633 Shares). Item 4(b) Percent of Class: (i) The number of Shares of which each of SFM LLC and Mr. Soros may be deemed to be the beneficial owner constitutes 0% of the total number of Shares outstanding. (ii) The number of Shares of which each of White Rock, Inc., White Rock Management and Thomas U. Barton may be deemed to be the beneficial owner constitutes approximately 6.28% of the total number of Shares which would be outstanding assuming conversion of all of the Series B Stock held for the accounts of the White Rock Clients and White Rock Partners. (iii) The number of Shares of which Joseph U. Barton may be deemed to be the beneficial owner constitutes approximately 6.32% of the total number of Shares which would be outstanding assuming conversion of all of the Series B Stock held for the accounts of the White Rock Clients and White Rock Partners. (iv) The number of Shares of which White Rock Partners may be deemed to be the beneficial owner constitutes approximately 1.62% of the total number of Shares outstanding. Page 13 of 20 Pages Item 4(c) Number of shares as to which such person has: SFM LLC ------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 White Rock Partners ------------------- (i) Sole power to vote or to direct the vote: 254,133 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 254,133 (iv) Shared power to dispose or to direct the disposition of: 0 White Rock Management --------------------- (i) Sole power to vote or to direct the vote: 6,000 (ii) Shared power to vote or to direct the vote: 994,349 (iii) Sole power to dispose or to direct the disposition of: 6,000 (iv) Shared power to dispose or to direct the disposition of: 994,349 Page 14 of 20 Pages White Rock, Inc. ---------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,000,349 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,000,349 Thomas U. Barton ---------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,000,349 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,000,349 Joseph U. Barton ---------------- (i) Sole power to vote or to direct the vote: 5,000 (ii) Shared power to vote or to direct the vote: 1,000,349 (iii) Sole power to dispose or to direct the disposition of: 5,000 (iv) Shared power to dispose or to direct the disposition of: 1,000,349 Item 5. Ownership of Five Percent or Less of a Class: As of July 1, 2000, SFM LLC, Mr. Soros and Mr. Druckenmiller ceased to be the beneficial owner of more than five percent of the Shares. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders or partners of each of the White Rock Clients (other than Quantum Partners) have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held by the respective White Rock Client in accordance with their partnership or ownership interests in the respective White Rock Client. (ii) Joseph U. Barton has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for his account. Page 15 of 20 Pages (iii) The partners of White Rock Management have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by White Rock Management in accordance with their partnership interests in White Rock Management. (iv) The partners of White Rock Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by White Rock Partners in accordance with their partnership interests in White Rock Partners. Each of SFM LLC and Mr. Soros expressly disclaims beneficial ownership of any Shares held directly for the accounts of White Rock Clients, White Rock Partners, White Rock Management and Joseph U. Barton. White Rock Partners expressly disclaims beneficial ownership of any Shares held for the accounts of the White Rock Clients, White Rock Management and Joseph U. Barton. Each of White Rock Partners, White Rock Management, White Rock, Inc. and Thomas U. Barton expressly disclaims beneficial ownership of any Shares held for the account of Joseph U. Barton. Information contained herein concerning SFM LLC, Mr. Soros, Mr. Druckenmiller and Quantum Partners has been provided by SFM LLC. White Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton assume no responsibility for such information. Information contained herein concerning White Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton has been provided by White Rock Management. SFM LLC, Mr. Soros and Mr. Druckenmiller assume no responsibility for such information. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 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: July 7, 2000 SOROS FUND MANAGEMENT LLC By: /S/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Assistant General Counsel Date: July 7, 2000 GEORGE SOROS By: /S/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: July 7, 2000 STANLEY F. DRUCKENMILLER By: /S/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 17 of 20 Pages Date: July 7, 2000 WHITE ROCK CAPITAL PARTNERS, L.P. By: White Rock Capital Management, L.P. Its General Partner By: White Rock Capital, Inc. Its General Partner By: /S/ Paula Storey --------------------- Paula Storey Attorney-in-Fact Date: July 7, 2000 WHITE ROCK CAPITAL MANAGEMENT. L.P. By: White Rock Capital Inc. Its General Partner By: /S/ Paula Storey ------------------------- Paula Storey Attorney-in-Fact Date: July 7, 2000 WHITE ROCK CAPITAL, INC. By: /S/ Paula Storey ------------------------- Paula Storey Attorney-in-Fact Date: July 7, 2000 THOMAS U. BARTON By: /S/ Paula Storey ----------------------- Paula Storey Attorney-in-Fact Date: July 7, 2000 JOSEPH U. BARTON By: /S/ Paula Storey ----------------------- Paula Storey Attorney-in Fact Page 18 of 20 Pages EXHIBIT INDEX Page No. -------- G. Power of Attorney, dated as of January 27, 2000, granted by Mr. George Soros in favor of Mr. Michael C. Neus and Mr. Richard D. Holahan, Jr..............................................19 H. Power of Attorney dated as of January 27, 2000, granted by Mr. Stanley F. Druckenmiller in favor of Mr. Michael C. Neus and Mr. Richard D. Holahan, Jr..........................................20 EX-24 2 0002.txt EXHIBIT G - POWER OF ATTORNEY Page 19 of 20 Pages EXHIBIT G POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR. 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 ("SFM LLC") and each of its affiliates or entities advised by me or SFM 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(k), 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 27th day of January, 2000. /s/ George Soros --------------------------- GEORGE SOROS EX-24 3 0003.txt EXHIBIT H - POWER OF ATTORNEY Page 20 of 20 Pages EXHIBIT H POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR. 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 ("SFM LLC") and each of its affiliates or entities advised by me or SFM 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(k), 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 27th day of January, 2000. /s/ Stanley F. Druckenmiller ------------------------------------ STANLEY F. DRUCKENMILLER -----END PRIVACY-ENHANCED MESSAGE-----