UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
----------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.0001 Par Value
---------------------------------------------
(Title of Class of Securities)
912534104
-------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 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 [_].
Check the following box if a fee is being paid with the statement [_].** (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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.
Continued on following page(s)
Page 1 of 21 Pages
Exhibit Index: 17
- ------------------------
* Initial filing with respect to Soros Fund Management LLC.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 21 Pages
SCHEDULE 13D
CUSIP No. 912534104
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 5,033,742
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,033,742
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,742
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
25.35%1
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_________
1 See Item 5.
<PAGE>
Page 3 of 21 Pages
SCHEDULE 13D
CUSIP No. 912534104
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 5,033,742
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,033,742
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,742
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
25.35%1
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________
1 See Item 5.
<PAGE>
Page 4 of 21 Pages
SCHEDULE 13D
CUSIP No. 912534104
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 5,033,742
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,033,742
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,742
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
25.35%1
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________
1 See Item 5.
<PAGE>
Page 5 of 21 Pages
SCHEDULE 13D
CUSIP No. 9125234104
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 5,033,742
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,033,742
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,742
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
25.35%1
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_____________
1 See Item 5.
<PAGE>
Page 6 of 21 Pages
SCHEDULE 13D
CUSIP No. 912534104
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 5,033,742
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,033,742
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,742
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
25.35%1
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________
1 See Item 5.
<PAGE>
Page 7 of 21 Pages
SCHEDULE 13D
CUSIP No. 912534104
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 705,825
Shares
Beneficially 8 Shared Voting Power
Owned By 5,033,742
Each
Reporting 9 Sole Dispositive Power
Person 705,825
With
10 Shared Dispositive Power
5,033,742
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,739,567
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
27.91%1
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________
1 See Item 5.
<PAGE>
Page 8 of 21 Pages
SCHEDULE 13D
CUSIP No. 912534104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tivadar Charitable Lead Trust under agreement dated
9/30/82, by George Soros As Grantor
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 1,473,600
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,473,600
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,473,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
9.04%1
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________
1 See Item 5.
<PAGE>
Page 9 of 21 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Class A
Common Stock, $.0001 par value per share (the "Shares"), of United States
Satellite Broadcasting Co., Inc. (the "Issuer"). This Amendment No. 1
supplementally amends the initial statement on Schedule 13D dated June 6, 1996
(the "Initial Statement") filed by certain of the Reporting Persons (as defined
herein). This Amendment No. 1 is being filed by certain of the Reporting Persons
to report an agreement between one of the Reporting Persons and Soros Fund
Management LLC, a newly formed Delaware limited liability company ("SFM LLC"),
pursuant to which SFM LLC has been granted investment discretion over certain
portfolio investments, including the Shares held for the account of Quantum
Industrial Partners ("QIP"). 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) QIP;
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management, Inc. ("QIH Management");
(iv) SFM LLC;
(v) George Soros ("Mr. Soros");
(vi) Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
(vii) Tivadar Charitable Lead Trust under agreement dated 9/30/82, by
Mr. Soros as Grantor ("Tivadar").
The Reporting Persons
SFM LLC, Mr. Soros and Mr. Druckenmiller
- ----------------------------------------
In connection with the restructuring of the business of SFM,
which will now be conducted through SFM LLC, Mr. Soros has entered into an
agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros
has, among other things, agreed to use his best efforts to cause QIH Management,
as the general partner of QIHMI, to act at the direction of SFM LLC, which
agreement to so act shall terminate upon the earlier of (a) the assignment to
SFM LLC of the legal and beneficial ownership interest in QIH Management and
<PAGE>
Page 10 of 21 Pages
(b) the assignment to SFM LLC of the general partnership interest in QIHMI (the
"QIP Contract").
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. SFM LLC has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. Its principal business is to serve, pursuant to
contract, as the principal investment manager to several foreign investment
companies (the "SFM Clients"). Mr. Soros, as Chairman of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Set forth in Annex B hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Schedule 13D as applicable is a
list of the Managing Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, pursuant to the provisions of the QIP Contract, Mr. Soros, in his
capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead
Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of
securities, including the Shares, held for the account of QIP.
Tivadar
- -------
Tivadar is a charitable lead trust created by Mr. Soros, as
grantor, on September 30, 1982 for the benefit of charitable donees and members
of his family. The principal address of Tivadar is 330 Engle Street, Tenafly,
New Jersey 07670. Mr. Michael C. Neus ("Mr. Neus") serves as the sole trustee
for Tivadar, which is governed by the laws of the State of New York. The
principal occupation of Mr. Neus, a United States citizen, is as an attorney, a
function which is carried out in his capacity as Assistant General Counsel of
SFM LLC at its principal office located at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106.
During the past five years, none of the Reporting Persons and, to
the best of the Reporting Persons' knowledge, any other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding, or (b)
a party to any civil proceeding as a result of which he has been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
<PAGE>
Page 11 of 21 Pages
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the account of QIP, Tivadar and/or Mr. Druckenmiller were
acquired or disposed of for investment purposes. Neither the Reporting Persons
nor, to the best of their knowledge, any of the other individuals identified in
response to Item 2, has any plans or proposals that relate to or would result in
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons and/or SFM Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros
may be deemed the beneficial owner of 5,033,742 Shares (approximately 25.35% of
the total number of Shares which would be outstanding assuming conversion of all
of the shares of Common Stock held for the account of QIP). This number consists
of (1) 92,592 Shares held for the account of QIP and (2) 4,941,150 Shares
issuable upon conversion of the 4,941,150 shares of Common Stock held for the
account of QIP. Assuming conversion of all shares of Common Stock outstanding
into Shares, Shares that may be deemed beneficially owned by the QIP, QIHMI, QIH
Management, SFM LLC and Mr. Soros would represent 5.60% of the then outstanding
Shares.
(ii) Mr. Druckenmiller may be deemed the beneficial owner of
5,739,567 Shares (approximately 27.91% of the total number of Shares which would
be outstanding assuming conversion of all of the shares of Common Stock held for
the accounts of QIP and Mr. Druckenmiller). This number consists of (1) 92,592
Shares held for the account of QIP, (2) 4,941,150 Shares issuable upon
conversion of the 4,941,150 shares of Common Stock held for the account of QIP
and (3) the 705,825 Shares issuable upon conversion of the 705,825 shares of
Common Stock currently held for the personal account of Mr. Druckenmiller.
Assuming conversion of all shares of Common Stock outstanding into Shares,
Shares that may be deemed beneficially owned by Mr. Druckenmiller would
represent 6.39% of the then outstanding Shares.
(iii) Tivadar may be deemed the beneficial owner of
1,473,600 Shares (approximately 9.04% of the total number of Shares which would
be outstanding assuming conversion of all of the shares of Common Stock held for
the account of Tivadar). This number consists of 1,473,600 Shares issuable upon
conversion of the 1,473,600 shares of Common Stock held for the account of
Tivadar. Assuming conversion of all shares of Common Stock outstanding into
Shares, Shares that may be deemed beneficially owned by Tivadar would represent
1.64% of the then outstanding Shares.
(b) (i) Each of QIP, QIHMI, QIH Management, SFM LLC (by virtue of
the QIP contract) may be deemed to have sole power to direct the voting and
disposition of the 5,033,742 Shares held for the account of QIP (assuming
conversion of all of the shares of Common Stock held for the account of QIP).
<PAGE>
Page 12 of 21 Pages
(ii) Each of Mr. Soros (as result of his position with SFM
LLC) and Mr. Druckenmiller (as a result of his position with SFM LLC) may be
deemed to have shared power to direct the voting and disposition of the
5,033,742 Shares held for the account of QIP (assuming conversion of all of the
shares of Common Stock held for the account of QIP).
(iii) The power to direct the voting and disposition of the
1,473,600 Shares held for the account of Tivadar is vested in Mr. Neus, as sole
trustee of Tivadar (assuming conversion of all of the shares of Common Stock
held for the account of Tivadar).
(iv) Mr. Druckenmiller has the sole power to vote and
dispose of the 705,825 Shares held for his personal account (assuming conversion
of all of the shares of Common Stock held for his personal account).
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, there have been no transactions effected with
respect to the Shares since November 2, 1996 (60 days prior to the date hereof)
by any of the Reporting Persons.
(d) (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, securities, including the Shares, held for the account of QIP in accordance
with their ownership interests in QIP.
(ii) The beneficiaries of Tivadar, which include charitable
donees and family members of Mr. Soros, have the right to participate in the
receipt of dividends from, or proceeds from the sale of, securities, including
the Shares, held for the account of Tivadar in accordance with the terms of the
trust.
(iii) Mr. Druckenmiller has the sole right to participate in
the receipt of dividends from, or proceeds from the sale of, securities
(including the Shares) held for his personal account.
(e) Not applicable.
Each of SFM LLC and Mr. Soros expressly disclaims beneficial
ownership of any Shares not held directly for the accounts of SFM Clients and
the account of QIP. Mr. Druckenmiller expressly disclaims beneficial ownership
of any Shares not held directly for his personal account, the accounts of SFM
Clients and the account of QIP. Each of QIP, QIHMI and QIH Management expressly
disclaims beneficial ownership of any Shares not held directly for the account
of QIP. Tivadar expressly disclaims beneficial ownership of any Shares not held
directly for its account.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons and/or the SFM
Clients may lend portfolio securities to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender
and typically provide that the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time to the
<PAGE>
Page 13 of 21 Pages
extent permitted by applicable laws, each of the Reporting Persons and/or the
SFM Clients may borrow securities, including the Shares, for the purpose of
effecting, and may effect, short sale transactions, and may purchase securities
for the purpose of closing out short positions in such securities.
Except as described above, and as described in previous filings,
the Reporting Persons and SFM Clients do not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated January 1, 1997 by and among QIP,
QIHMI, QIH Management, SFM LLC, Mr. Soros, Mr. Druckenmiller and Tivadar.
<PAGE>
Page 14 of 21 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: January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
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
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
<PAGE>
Page 15 of 21 Pages
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
TIVADAR CHARITABLE LEAD TRUST
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Sole Trustee
<PAGE>
Page 16 of 21 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, as well as the number
of Shares, if any, held for the account of each:
Number of shares of Common Stock
Scott K. H. Bessent........................................8,775
Walter Burlock............................................35,325
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein............................................26,475
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
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
To the best of the Reporting Persons' knowledge:
(a) The consideration used for purchasing the Shares reported
above was the personal funds of each of the Managing
Directors who purchased such Shares.
(b) All of the Shares reported above were acquired for
investment purposes.
(c) Each of the Managing Directors (i) holds the Shares reported
above as being held for his or her own account, (ii) has the
sole power to vote or dispose of such Shares and has the
right to receive the dividends from, or proceeds form the
sale of, the Shares, and (iii) has not effected any
transactions in the Shares since November 2, 1996 (60 days
prior to the date hereof).
(d) None of the Managing Directors has any contracts,
arrangements, understandings or relationships with respect
to the Shares.
<PAGE>
Page 17 of 21 Pages
EXHIBIT INDEX
Page
------
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.................................................................18
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Stanley Druckenmiller in favor of Mr. Sean C. Warren and Mr.
Michael C. Neus.........................................................19
C. Joint Filing Agreement dated January 1, 1997 by and among
Quantum Industrial Partners LDC, QIH Management Investor,
L.P., QIH Management, Inc., SFM LLC, Mr. George Soros, Mr.
Stanley F. Druckenmiller and Tivadar Charitable Lead
Trust...................................................................20
Page 18 of 21 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
Page 19 of 21 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
Page 20 of 21 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Class A Common Stock of United States Satellite Broadcasting
Company, Inc. dated January 1, 1997 is, and any amendments thereto signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
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
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
<PAGE>
Page 21 of 21 Pages
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
TIVADAR CHARITABLE LEAD TRUST
By:
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Sole Trustee
