UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------------
(Title of Class of Securities)
741929103
----------------------
(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)
September 30, 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 24 Pages
<PAGE>
Page 2 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
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*
WC
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 1,406,283
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,406,283
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.52%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
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*
AF
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 1,406,283
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,406,283
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.52%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
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*
AF
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 1,406,283
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,406,283
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.52%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
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*
AF
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 1,406,283
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,406,283
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.52%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
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*
AF
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 2,250,052
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,250,052
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,052
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
11.68%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
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*
AF
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 1,406,283
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,406,283
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.52%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
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*
WC
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 843,769
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 843,769
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
843,769
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.60%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
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*
AF
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 843,769
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
843,769
11 Aggregate Amount Beneficially Owned by Each Reporting Person
843,769
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.60%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
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*
AF
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 843,769
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
843,769
11 Aggregate Amount Beneficially Owned by Each Reporting Person
843,769
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.60%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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 383,103
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 383,103
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
383,103
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.12%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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 175,785
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 175,785
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
175,785
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.99%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
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 558,888
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 558,888
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
558,888
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.08%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 14 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
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 558,888
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 558,888
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
558,888
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.08%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 15 of 24 Pages
SCHEDULE 13D
CUSIP No. 741929103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DR. PURNENDU CHATTERJEE (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*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [x]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 558,888
Shares
Beneficially 8 Shared Voting Power
Owned By 2,250,052
Each
Reporting 9 Sole Dispositive Power
Person 558,888
With
10 Shared Dispositive Power
2,250,052
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,808,940
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
14.32%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 16 of 24 Pages
This Amendment No. 2 on Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of Primus Telecommunications
Group, Incorporated (the "Issuer"). This Amendment No. 2 supplementally amends
the initial statement on Schedule 13D dated as of January 1, 1997 and Amendment
No. 1 thereto dated June 11, 1997 (collectively, the "Initial Statement") filed
by the Reporting Persons (as defined herein). This Amendment No. 2 is being
filed by the Reporting Persons to report that all warrants to purchase Shares
held for the accounts of certain of the Reporting Persons have been exercised.
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) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC");
v) George Soros ("Mr. Soros");
vi) Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) S-C Phoenix Holdings, L.L.C. ("Phoenix Holdings");
viii) Winston Partners, L.P. ("Winston L.P.");
ix) Chatterjee Fund Management, L.P. ("CFM");
x) Winston Partners II LDC ("Winston LDC");
xi) Winston Partners II LLC ("Winston LLC");
xii) Chatterjee Advisors LLC ("Chatterjee Advisors");
xiii) Chatterjee Management Company ("Chatterjee Management"); and
xiv) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
Updated information concerning the Managing Directors of SFM LLC is attached
hereto as Annex A and incorporated herein by reference.
<PAGE>
Page 17 of 24 Pages
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
QIP expended approximately $735,937 of its working capital to
exercise all of the warrants held for its account. Phoenix Holdings expended
approximately $441,559 of its working capital to exercise all of the warrants
held for its account. Winston LDC expended approximately $202,383 of its working
capital to exercise all of the warrants held for its account. Winston LLC
expended approximately $91,995 of its working capital to exercise all of the
warrants held for its account.
The Shares held for the accounts of QIP, Phoenix Holdings,
Winston LDC and Winston LLC may be held through margin accounts maintained with
brokers, which extend margin credit as and when required to open or carry
positions in their margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firms' credit policies. The Shares
which may be held in the margin accounts are pledged as collateral security for
the repayment of debit balances in the respective accounts.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller may be deemed the beneficial owner of the 1,406,283 Shares held
for the account of QIP (approximately 7.52% of the total number of Shares
outstanding). This number consists of (A) 483,000 Shares held for the account of
QIP, (B) 169,050 Shares issued upon exercise of 169,050 $.01 warrants, (C)
144,900 Shares issued pursuant to the Warrant B Fixed Share Amount and (D)
609,333 Shares issued pursuant to the QIP Market Price Shares.
(ii) Mr. Soros may be deemed the beneficial owner of
2,250,052 Shares (approximately 11.68% of the total number of Shares
outstanding. This number consists of (A) 289,800 Shares held for the account of
Phoenix Holdings, (B) 101,430 Shares issued upon the exercise of 101,430 $0.01
warrants held for the account of Phoenix Holdings, (C) 86,939 Shares issued
pursuant to Phoenix Holdings' Warrant B Fixed Share Amount, (D) 365,600 Shares
issued pursuant to the Phoenix Holdings Market Price Shares and (E) the
1,406,283 Shares held for the account of QIP.
(iii)Each of Phoenix Holdings, Winston L.P. and CFM may be
deemed the beneficial owner of the 843,769 Shares held for the account of
Phoenix Holdings (approximately 4.60% of the total number of Shares
outstanding). This number consists of (A) 289,800 Shares held for the account of
Phoenix Holdings, (B) 101,430 Shares issued upon exercise of the 101,430 $.01
warrants held for the account of Phoenix Holdings, (C) 86,939 Shares issued
pursuant to the Warrant B Fixed Share Amount and (D) 365,600 Shares issued
pursuant to the Phoenix Holdings Market Price Shares.
(iv) Winston LDC may be deemed the beneficial owner of
383,103 Shares (approximately 2.12% of the total number of Shares outstanding).
This number consists of (A) 132,824 Shares held for its account, (B) 46,489
Shares issued upon exercise of the 46,489 $.01 warrants held for its account,
(C) 36,224 Shares issued pursuant to the Warrant B Fixed Share Amount and (D)
167,566 Shares issued pursuant to the Winston LDC Market Price Shares.
(v) Winston LLC may be deemed the beneficial owner of
175,785 Shares (approximately 0.99% of the total number of Shares outstanding).
This number consists of (A) 60,375 Shares held for its account, (B) 21,131
<PAGE>
Page 18 of 24 Pages
Shares issued upon exercise of the 21,131 $.01 warrants held for its account,
(C) 18,112 Shares issued pursuant to the Warrant B Fixed Share Amount and (D)
76,167 Shares issued pursuant to the Winston LLC Market Price Shares.
(vi) Each of Chatterjee Management and Chatterjee Advisors
may be deemed the beneficial owner of 558,888 Shares (approximately 3.08% of the
total number of Shares outstanding). This number consists of (A) 383,103 Shares
held for the account of Winston LDC and (B) 175,785 Shares held for the account
of Winston LLC.
(vii)Dr. Chatterjee may be deemed the beneficial owner of
2,808,940 Shares (approximately 14.32% of the total number of Shares
outstanding). This number consists of (A) 558,888 Shares which Chatterjee
Management and Chatterjee Advisors may be deemed to own beneficially, (B)
843,769 Shares which Phoenix Holdings, CFM and Winston L.P. may be deemed to own
beneficially and (C) 1,406,283 Shares which QIP may be deemed to own
beneficially.
(b) (i) 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.
(ii) Phoenix Holdings may be deemed to have the sole power
to vote and dispose of 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 Shares. 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 Shares.
(iii)Each of Winston LDC, Chatterjee Advisors (in its
capacity as manager of Winston LDC), Chatterjee Management (in its capacity as
investment advisor to Winston LDC) and Dr. Chatterjee (in his capacity as the
person ultimately in control of both Chatterjee Advisors and Chatterjee
Management) may be deemed to have the sole power to direct the voting and
disposition of the Shares held for the account of Winston LDC.
(iv) Each of Winston LLC, Chatterjee Advisors (in its
capacity as manager of Winston LLC), Chatterjee Management (in its capacity as
investment advisor to Winston LLC) and Dr. Chatterjee (in his capacity as the
person ultimately in control of both Chatterjee Advisors and Chatterjee
Management) may be deemed to have the sole power to direct the voting and
disposition of the Shares held for the account of Winston LLC.
(c) Except as set forth in Item 3, which is incorporated
herein by reference, there have been no transactions effected with respect to
the Shares since August 8, 1997 (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, the Shares held for the account of QIP in accordance with their ownership
interests in QIP.
<PAGE>
Page 19 of 24 Pages
(ii) 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.
(iii)The shareholders of Winston LDC, including Winston
Offshore, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, Shares held by Winston LDC in accordance with their
ownership interests in Winston LDC.
(iv) The members of Winston LLC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LLC in accordance with their ownership interests in
Winston LLC.
(e) Not applicable.
Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller
expressly disclaims beneficial ownership of any Shares not held directly for the
account of QIP. Mr. Soros expressly disclaims beneficial ownership of any Shares
not held directly for the accounts of Phoenix Holdings and QIP. Each of
Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial
ownership of any Shares not held directly for the accounts Winston LDC and
Winston LLC. Winston LDC expressly disclaims beneficial ownership of any Shares
not held directly for its account. Winston LLC expressly disclaims beneficial
ownership of any Shares not held directly for its account. Each of Winston L.P.,
CFM and Phoenix Holdings expressly disclaims beneficial ownership of any Shares
not held directly for the account of Phoenix Holdings.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Power of Attorney, dated January 1, 1997, granted by Mr. Soros
in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A to
the Initial Statement and incorporated herein by reference).
B. Power of Attorney, dated January 1, 1997, granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as
Exhibit B to the Initial Statement and incorporated herein by reference).
C. Joint Filing Agreement, dated as of January 1, 1997, by and
among QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros, Mr. Druckenmiller, Phoenix
Holdings, Winston L.P., CFM, Winston LDC, Winston LLC, Chatterjee Advisors,
Chatterjee Management and Dr. Chatterjee (filed as Exhibit C to the Initial
Statement and incorporated herein by reference).
D. Power of Attorney, dated May 23, 1996, granted by QIP in favor
of Mr. Gary Gladstein and Mr. Sean Warren and Mr. Michael Neus (filed as Exhibit
D to the Initial Statement and incorporated herein by reference).
E. Power of Attorney, dated May 31, 1995, granted by Dr.
Chatterjee in favor of Mr. Peter Hurwitz (filed as Exhibit E to the Initial
Statement and incorporated herein by reference).
F. Power of Attorney, dated October 25, 1996, granted by Winston
LDC in favor of Mr. Peter Hurwitz (filed as Exhibit F to the Initial Statement
and incorporated herein by reference).
<PAGE>
Page 20 of 24 Pages
G. Securities Purchase Agreement dated July 31, 1996 among the
Issuer, QIP, Phoenix Holdings, Winston LDC and Winston LLC (filed as Exhibit
10.15 to Amendment No. 2 to the Issuer's Form S-1 (Registration No. 333-10975)
and incorporated herein by reference).
H. Securityholders Agreement dated July 31, 1996 by and among the
Issuer, K. Paul Singh, QIP, Phoenix Holdings, Winston LDC and Winston LLC (filed
as Exhibit 10.10 to the Issuer's Form S-1 Registration No. 333-10875) and
incorporated herein by reference).
I. Registration Rights Agreement dated July 31, 1996 by and among
the Issuer, QIP, Phoenix Holdings, Winston LDC and Winston LLC (filed as Exhibit
10.11 to the Issuer's Form S-1 (Registration No. 333-10875) and incorporated
herein by reference).
J. Form of the Common Stock Purchase Warrant issued to QIP (filed
as Exhibit J to the Initial Statement and incorporated herein by reference).
K. Form of the Common Stock Purchase Warrant issued to Phoenix
Holdings (filed as Exhibit K to the Initial Statement and incorporated herein by
reference).
L. Form of the Common Stock Purchase Warrant issued to Winston
LLC (filed as Exhibit L to the Initial Statement and incorporated herein by
reference).
M. Form of the Common Stock Purchase Warrant issued to Winston
LDC (filed as Exhibit M to the Initial Statement and incorporated herein by
reference).
<PAGE>
Page 21 of 24 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: October __, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its Sole 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
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
<PAGE>
Page 22 of 24 Pages
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
S-C PHOENIX HOLDINGS, LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Authorized Person
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>
Page 23 of 24 Pages
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
---------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Manager
CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------------
Peter Hurwitz
Manager
CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------------
Peter Hurwitz
Vice President
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 24 of 24 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
David Gerstenhaber
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
John Zwaanstra
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
