SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b)(c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
_____________________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
_____________________________________
(Title of Class of Securities)
741929103
__________________
(CUSIP Number)
April 5, 1999
_____________________________________
(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 28 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 2 of 28 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 201,783
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
201,783
9 Aggregate Amount Beneficially Owned by Each Reporting Person
201,783
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.71%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 3 of 28 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 201,783
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
201,783
9 Aggregate Amount Beneficially Owned by Each Reporting Person
201,783
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.71%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 4 of 28 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 201,783
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
201,783
9 Aggregate Amount Beneficially Owned by Each Reporting Person
201,783
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.71%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 5 of 28 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 201,783
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
201,783
9 Aggregate Amount Beneficially Owned by Each Reporting Person
201,783
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.71%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 6 of 28 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 447,252
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
447,252
9 Aggregate Amount Beneficially Owned by Each Reporting Person
447,252
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.57%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 7 of 28 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 201,783
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
201,783
9 Aggregate Amount Beneficially Owned by Each Reporting Person
201,783
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.71%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 8 of 28 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 245,469
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 245,469
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
245,469
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
.86%
12 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 9 of 28 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 245,469
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
245,469
9 Aggregate Amount Beneficially Owned by Each Reporting Person
245,469
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
.86%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 10 of 28 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 245,469
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
245,469
9 Aggregate Amount Beneficially Owned by Each Reporting Person
245,469
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
.86%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 11 of 28 Pages
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 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 384,237
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 384,237
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
384,237
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
1.35%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 12 of 28 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 174,653
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 174,653
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
174,653
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
0.62%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 13 of 28 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 558,890
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 558,890
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
558,890
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
1.97%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 14 of 28 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 558,890
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 558,890
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
558,890
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (11)
1.97%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 15 of 28 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 558,890
Shares
Beneficially 6 Shared Voting Power
Owned By 447,252
Each
Reporting 7 Sole Dispositive Power
Person 558,890
With
8 Shared Dispositive Power
447,252
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,006,142
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented By Amount in Row (9)
3.54%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 16 of 28 Pages
Item 1(a) Name of Issuer:
Primus Telecommunications Group, Incorporated (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
1700 Old Meadow Road, Suite 300, Vienna, VA 22102.
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");
vii) S-C Phoenix Holdings, LLC, a Delaware limited
liability company ("Phoenix Holdings");
viii) Winston Partners, L.P., a Delaware limited
partnership ("Winston L.P.");
ix) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM");
x) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
xi) Winston Partners II LLC, a Delaware limited liability
company ("Winston LLC");
xii) Chatterjee Advisors LLC, a Delaware limited liability
company ("Chatterjee Advisors");
xiii) Chatterjee Management Company, a Delaware corporation
("Chatterjee Management"); and
xiv) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
<PAGE>
Page 17 of 28 Pages
This Statement relates to Shares (as defined herein) held for
the account of QIP. QIHMI, an investment advisory firm, is vested with
investment discretion over the Shares held for the account of QIP. Mr. Soros is
the sole shareholder of QIH Management, the sole general partner of QIHMI, and
Chairman of SFM LLC. Mr. Soros has entered into an agreement pursuant to which
he has agreed to use his best efforts to cause QIH Management to act at the
direction of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a
Member of the Management Committee of SFM LLC. Dr. Chatterjee serves as a
sub-investment advisor to QIP.
This Statement also relates to Shares held for the accounts of
Phoenix Holdings, Winston LDC and Winston LLC.
Mr. Soros and Winston L.P. are the managing members of Phoenix
Holdings, a Delaware limited liability company. CFM is a Delaware limited
partnership and the general partner of Winston L.P. Dr. Chatterjee is the sole
general partner of CFM.
Chatterjee Advisors, a Delaware limited liability company that
is managed and controlled by Dr. Chatterjee, serves as the manager, and is
responsible for supervising the operations, of each of Winston LDC and Winston
LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC.
Chatterjee Management, a Delaware corporation that is managed
and controlled by Dr. Chatterjee, serves as investment advisor to each of
Winston LDC and Winston LLC pursuant to investment management contracts between
Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston
LLC.
Chatterjee Advisors, as the manager of each of Winston LDC and
Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
and dispositive power over securities held for the accounts of Winston LDC and
Winston LLC, may each be deemed to be the beneficial owner of securities
(including the Shares) held for the account of each of Winston LDC and Winston
LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of QIP
and Winston LDC 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, Phoenix Holdings and Mr. Druckenmiller is 888 Seventh
Avenue, 33rd Floor, New York, NY 10106. The address of the principal business
office of each of Winston L.P., CFM, Winston LLC, Chatterjee Advisors,
Chatterjee Management and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New
York, NY 10106.
<PAGE>
Page 18 of 28 Pages
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;
vii) Phoenix Holdings is a Delaware limited liability
company;
viii) Winston L.P. is a Delaware limited partnership;
ix) CFM is a Delaware limited partnership;
x) Winston LDC is a Cayman Islands exempted limited
duration company;
xi) Winston LLC is a Delaware limited liability company;
xii) Chatterjee Advisors is a Delaware limited liability
company;
xiii) Chatterjee Management is a Delaware corporation; and
xiv) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value (the "Shares").
Item 2(e) CUSIP Number:
741929103
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>
Page 19 of 28 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of April 13, 1999, each of the Reporting Persons
may be deemed the beneficial owner of the following
number of Shares:
(i) Each of QIP, QIHMI, QIH Management, SFM LLC and
Mr. Druckenmiller may be deemed the beneficial owner
of the 201,783 Shares held for the account of QIP.
(ii) Mr. Soros may be deemed the beneficial owner of
447,252 Shares. This number consists of (A) the
201,783 Shares held for the account of QIP and (B)
the 245,469 Shares held for the account of Phoenix
Holdings.
(iii) Each of Phoenix Holdings, Winston L.P. and CFM
may be deemed the beneficial owner of the 245,469
Shares held for the account of Phoenix Holdings.
(iv) Winston LDC may be deemed the beneficial owner
of the 384,237 Shares held for its account.
(v) Winston LLC may be deemed the beneficial owner of
the 174,653 Shares held for its account.
(vi) Each of Chatterjee Management and Chatterjee
Advisors may be deemed the beneficial owner of
558,890 Shares. This number consists of (A) 384,237
Shares held for the account of Winston LDC and (B)
174,653 Shares held for the account of Winston LLC.
(vii) Dr. Chatterjee may be deemed the beneficial
owner of 1,006,142 Shares. This number consists of
(A) 384,237 Shares held for the account of Winston
LDC, (B) 174,653 Shares held for the account of
Winston LLC, (C) 245,469 Shares held for the account
of Phoenix Holdings and (D) 201,783 Shares held for
the account of QIP.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP, QIHMI,
QIH Management, SFM LLC and Mr. Druckenmiller may be
deemed to be the beneficial owner constitutes
approximately .71% of the total number of Shares
outstanding.
(ii) The number of Shares of which Mr. Soros may be
deemed to be the beneficial owner constitutes
approximately 1.57% of the total number of Shares
outstanding.
(iii) The number of Shares of which each of Phoenix
Holdings, Winston L.P. and CFM may be deemed to be
the beneficial owner constitutes approximately .86%
of the total number of Shares outstanding.
(iv) The number of Shares of which Winston LDC may be
deemed to be the beneficial owner constitutes
approximately 1.35% of the total number of Shares
outstanding.
(v) The number of Shares of which Winston LLC may be
deemed to be the beneficial owner constitutes
approximately .62% of the total number of Shares
outstanding.
<PAGE>
Page 20 of 28 Pages
(vi) The number of Shares of which each of Chatterjee
Advisors and Chatterjee Management may be deemed to
be the beneficial owner constitutes approximately
1.97% of the total number of Shares outstanding.
(vii) The number of Shares of which Dr. Chatterjee
may be deemed to be the beneficial owner constitutes
approximately 3.54% 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: 0
(ii) Shared power to vote or to direct the vote: 201,783
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 201,783
QIHMI
-----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 201,783
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 201,783
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 201,783
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 201,783
<PAGE>
Page 21 of 28 Pages
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 201,783
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 201,783
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 447,252
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 447,252
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 201,783
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 201,783
Phoenix Holdings
----------------
(i) Sole power to vote or to direct the vote: 245,469
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 245,469
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 22 of 28 Pages
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 245,469
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 245,469
CFM
---
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 245,469
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 245,469
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 384,237
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 384,237
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 174,653
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 174,653
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 23 of 28 Pages
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 558,890
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 558,890
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 558,890
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 558,890
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 558,890
(ii) Shared power to vote or to direct the vote: 447,252
(iii) Sole power to dispose or to direct the disposition of: 558,890
(iv) Shared power to dispose or to direct the disposition of: 447,252
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact
that as of the date hereof the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the class of securities, check
the following [x].
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 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.
<PAGE>
Page 24 of 28 Pages
(iii) The shareholders of Winston LDC 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.
Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Phoenix Holdings, Winston LDC and Winston LLC. Mr.
Soros expressly disclaims beneficial ownership of any Shares held directly for
the accounts of Winston LDC and Winston LLC. Each of Chatterjee Advisors and
Chatterjee Management expressly disclaims beneficial ownership of any Shares
held directly for the accounts of QIP and Phoenix Holdings. Winston LDC
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of QIP, Phoenix Holdings and Winston LLC. Winston LLC expressly
disclaims beneficial ownership of any Shares held directly for the accounts of
QIP, Phoenix Holdings and Winston LDC. Each of Winston L.P., CFM and Phoenix
Holdings expressly disclaims beneficial ownership of any Shares held directly
for the accounts of QIP, Winston LDC and Winston LLC.
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>
Page 25 of 28 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: April 14, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: April 14, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
Date: April 14, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Vice President
Date: April 14, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Assistant General Counsel
Date: April 14, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 26 of 28 Pages
Date: April 14, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: April 14, 1999 S-C PHOENIX HOLDINGS, LLC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Authorized Person
Date: April 14, 1999 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 27 of 28 Pages
Date: April 14, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWTIZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: April 14, 1999 WINSTON PARTNERS II LDC
By: /S/ PETER HURWTIZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: April 14, 1999 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWTIZ
-----------------------------------
Peter Hurwitz
Manager
Date: April 14, 1999 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWTIZ
---------------------------------------
Peter Hurwitz
Manager
Date: April 14, 1999 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWTIZ
---------------------------------------
Peter Hurwitz
Vice President
<PAGE>
Page 28 of 28 Pages
Date: April 14, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWTIZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
