-----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, Fg9SGljohkliclPa38f2xpFKjpc9Movb84AaPgAI7RRpI6x9XnqtQN6hPIPBXwMf hjzU9IcU+rwaZvPMhDDqxA== 0000921530-98-000102.txt : 19980717 0000921530-98-000102.hdr.sgml : 19980717 ACCESSION NUMBER: 0000921530-98-000102 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980716 SROS: NASD GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR TELECOMMUNICATIONS LTD CENTRAL INDEX KEY: 0000933401 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133795510 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-44197 FILM NUMBER: 98667622 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE 41 CEDAR AVENUE STREET 2: HAMILTON CITY: BERMUDA STATE: D0 ZIP: 10016 BUSINESS PHONE: 4412952244 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 13G RE GLOBALSTAR TELECOMMUNICATIONS LTD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GLOBALSTAR TELECOMMUNICATIONS LIMITED --------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value -------------------------------- (Title of Class of Securities) G3930H104 ---------------- (CUSIP Number) July 6, 1998 ------------------------------------ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 23 Pages Exhibit Index: Page 18 SCHEDULE 13G CUSIP No. G3930H104 Page 2 of 23 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 2,100,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,100,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,100,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.56% 12 Type of Reporting Person* OO; IV * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G3930H104 Page 3 of 23 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 4,200,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 4,200,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,200,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.12% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G3930H104 Page 4 of 23 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 4,200,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 4,200,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,200,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.12% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G3930H104 Page 5 of 23 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 8,400,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 8,400,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 8,400,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 10.25% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G3930H104 Page 6 of 23 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 260,000 Shares Beneficially 6 Shared Voting Power Owned By 8,400,000 Each Reporting 7 Sole Dispositive Power Person 260,000 With 8 Shared Dispositive Power 8,400,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 8,660,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 10.56% 12 Type of Reporting Person* IA; IN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G3930H104 Page 7 of 23 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) STANLEY F. DRUCKENMILLER (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 440,000 Shares Beneficially 6 Shared Voting Power Owned By 8,400,000 Each Reporting 7 Sole Dispositive Power Person 440,000 With 8 Shared Dispositive Power 8,400,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 8,840,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 10.78% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G3930H104 Page 8 of 23 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) DUQUESNE CAPITAL MANAGEMENT, L.L.C. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization PENNSYLVANIA 5 Sole Voting Power Number of 440,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 440,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 440,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) .54% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 23 Pages Item 1(a) Name of Issuer: Globalstar Telecommunications Limited (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Quantum Industrial Partners LDC, a Cayman Islands exempted limited duration company ("QIP"); ii) QIH Management Investor, L.P., a Delaware limited partnership ("QIHMI"); iii) QIH Management, Inc., a Delaware corporation ("QIH Management"); iv) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"); v) Mr. George Soros ("Mr. Soros"); vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and vii) Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC"). This Statement relates to Shares (as defined herein) held for the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), Quasar Strategic Partners LDC, a Cayman Islands exempted limited duration company ("Quasar Strategic"), QIP, Mr. Soros, the Duquesne LLC Clients (as defined herein) and Lupa Family Partners, a New York limited partnership ("Lupa") of which Mr. Soros serves as one of two general partners. SFM LLC, a Delaware limited liability company, serves as principal investment manager to Quantum Partners. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. Mr. Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a Member of the Management Committee of SFM LLC. Mr. Druckenmiller also owns a 75% interest in, and is the sole managing member of, Duquesne LLC, an investment advisory firm that serves as a discretionary investment advisor to a limited number of institutional clients (the "Duquesne LLC Clients"). The principal business of Quasar Strategic is investing in securities. QIHMI, an investment advisory firm, is a minority shareholder of QIP and Quasar Strategic. Pursuant to constituent documents of QIP and Quasar Strategic, QIHMI is vested with investment discretion with respect to the Page 10 of 23 Pages portfolio assets held for the accounts of each of QIP and Quasar Strategic. The principal business of QIHMI is to provide management and advisory services to, and to invest in, QIP and Quasar Strategic. Mr. Soros is the sole shareholder of QIH Management which is the sole general partner of QIHMI. The principal business of QIH Management is to serve as the sole general partner of QIHMI. Mr. Soros has entered into an agreement pursuant to which he has agreed to use his best efforts to cause QIH Management, as the general partner of QIHMI, to act at the direction of SFM LLC. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of QIP is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The address of the principal business office of each of QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. The address of the principal business office of Duquesne LLC is 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591. Item 2(c) Citizenship: i) QIP is a Cayman Islands exempted limited duration company; ii) QIHMI is a Delaware limited partnership; iii) QIH Management is a Delaware corporation; iv) SFM LLC is a Delaware limited liability company; v) Mr. Soros is a United States citizen; vi) Mr. Druckenmiller is a United States citizen; and vii) Duquesne LLC is a Pennsylvania limited liability company. Item 2(d) Title of Class of Securities: Common Stock, $1.00 par value (the "Shares"). Item 2(e) CUSIP Number: G3930H104 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Page 11 of 23 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of July 6, 1998, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) QIP may be deemed to be the beneficial owner of the 2,100,000 Shares held for its account. (ii) Each of QIHMI and QIH Management may be deemed to be the beneficial owner of 4,200,000 Shares. This number consists of (A) 2,100,000 Shares held for the account of QIP and (B) 2,100,000 Shares held for the account of Quasar Strategic. (iii)SFM LLC may be deemed to be the beneficial owner of 8,400,000 Shares. This number consists of (A) 2,100,000 Shares held for the account of QIP, (B) 4,200,000 Shares held for the account of Quantum Partners and (C) 2,100,000 Shares held for the account of Quasar Strategic. (iv) Mr. Soros may be deemed to be the beneficial owner of 8,660,000 Shares. This number consists of (A) 2,100,000 Shares held for the account of QIP, (B) 4,200,000 Shares held for the account of Quantum Partners, (C) 2,100,000 Shares held for the account of Quasar Strategic, (D) 130,000 held for the account of Lupa and (E) 130,000 held for his personal account. (v) Mr. Druckenmiller may be deemed to be the beneficial owner of 8,840,000 Shares. This number consists of (A) 2,100,000 Shares held for the account of QIP, (B) 4,200,000 Shares held for the account of Quantum Partners, (C) 2,100,000 Shares held for the account of Quasar Strategic and (D) 440,000 Shares held for the accounts of the Duquesne LLC Clients. (vi) Duquesne LLC may be deemed the beneficial owner of the 440,000 Shares held for the accounts of the Duquesne LLC Clients. Page 12 of 23 Pages Item 4(b) Percent of Class: (i) The number of Shares of which QIP may be deemed to be the beneficial owner constitutes approximately 2.56% of the total number of Shares outstanding. (ii) The number of Shares of which each of QIHMI and QIH Management may be deemed to be the beneficial owner constitutes approximately 5.12% of the total number of Shares outstanding. (iii)The number of Shares of which SFM LLC may be deemed to be the beneficial owner constitutes approximately 10.25% of the total number of Shares outstanding. (iv) The number of Shares of which Mr. Soros may be deemed to be the beneficial owner constitutes approximately 10.56% of the total number of Shares outstanding. (v) The number of Shares of which Mr. Druckenmiller may be deemed to be the beneficial owner constitutes approximately 10.78% of the total number of Shares outstanding. (vi) The number of Shares of which Duquesne LLC may be deemed to be the beneficial owner constitutes approximately .54% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: QIP --- (i) Sole power to vote or to direct the vote: 2,100,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,100,000 (iv) Shared power to dispose or to direct the disposition of: 0 Page 13 of 23 Pages QIHMI ----- (i) Sole power to vote or to direct the vote: 4,200,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 4,200,000 (iv) Shared power to dispose or to direct the disposition of: 0 QIH Management -------------- (i) Sole power to vote or to direct the vote: 4,200,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 4,200,000 (iv) Shared power to dispose or to direct the disposition of: 0 SFM LLC ------- (i) Sole power to vote or to direct the vote: 8,400,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 8,400,000 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 260,000 (ii) Shared power to vote or to direct the vote: 8,400,000 (iii) Sole power to dispose or to direct the disposition of: 260,000 (iv) Shared power to dispose or to direct the disposition of:8,400,000 Page 14 of 23 Pages Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 440,000 (ii) Shared power to vote or to direct the vote: 8,400,000 (iii) Sole power to dispose or to direct the disposition of: 440,000 (iv) Shared power to dispose or to direct the disposition of:8,400,000 Duquesne LLC ------------ (i) Sole power to vote or to direct the vote: 440,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 440,000 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of QIP, including Quantum Industrial Holdings, Ltd., a British Virgin Islands international business company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of QIP in accordance with their ownership interests in QIP. (ii) The shareholders of Quasar Strategic, including Quasar International Partners C.V., a Netherlands Antilles limited partnership, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held for the account of Quasar Strategic in accordance with their ownership interests in Quasar Strategic. (iii) The shareholders of Quantum Partners, including Quantum Fund N.V., a Netherlands Antilles company have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held by Quantum Partners in accordance with their ownership interests in Quantum Partners. (iv) Mr. Soros has the sole right to participate in the receipt of dividends from, or proceeds from the sale of the Shares, held for his personal account. (v) The Duquesne LLC Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of the Shares, held for their account. (vi) The partners of Lupa have the right to participate in the receipt of dividends from, or proceeds from the sale of the Shares, held for the account of Lupa in accordance with their partnership interests in Lupa. Page 15 of 23 Pages QIP expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, Quasar Strategic, Mr. Soros, the Duquesne LLC Clients and Lupa. Each of QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares held directly for the accounts of Quantum Partners, Mr. Soros, the Duquesne LLC Clients and Lupa. SFM LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Mr. Soros, the Duquesne LLC Clients and Lupa. Mr. Soros expressly disclaims beneficial ownership of any Shares held for the accounts of the Duquesne LLC Clients. Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares held for the accounts of Mr. Soros and Lupa. Duquesne LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of QIP, Quantum Partners, Quasar Strategic, Mr. Soros and Lupa. 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 23 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 16, 1998 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: July 16, 1998 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Vice President Date: July 16, 1998 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Vice President Date: July 16, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Assistant General Counsel Date: July 16, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Page 17 of 23 Pages Date: July 16, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: July 16, 1998 DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /S/ GERALD KERNER --------------------------------------- Gerald Kerner Managing Director Page 18 of 23 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.................................... 19 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......................... 20 C. Power of Attorney dated May 23, 1996 granted by Quantum Industrial Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus................... 21 D. Joint Filing Agreement dated July 16, 1998 by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller, and Duquesne Capital Management, L.L.C.................................................. 22 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 19 of 23 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 20 of 23 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 21 of 23 Pages EXHIBIT C QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), an exempted limited duration company existing and operating under the laws of the Cayman Islands does, pursuant to a duly adopted resolution of its Managing Director, hereby designate, constitute and appoint: GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS acting, singly and not jointly, as its true and lawful agent and attorney in fact for the purpose of executing in its name, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd day of May, 1996. QUANTUM INDUSTRIAL PARTNERS LDC -------------------------------------------- Curacao Corporation Company N.V. Managing Director EX-99.D 5 EXHIBIT D - JOINT FILING AGREEMENT Page 22 of 23 Pages EXHIBIT D JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Globalstar Telecommunications Limited dated as of July 16, 1998 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: July 16, 1998 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: July 16, 1998 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Vice President Date: July 16, 1998 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Vice President Date: July 16, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Assistant General Counsel Date: July 16, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Page 23 of 23 Pages Date: July 16, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS --------------------------------------- Michael C. Neus Attorney-in-Fact Date: July 16, 1998 DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /S/ GERALD KERNER --------------------------------------- Gerald Kerner Managing Director -----END PRIVACY-ENHANCED MESSAGE-----