<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
EVANS & SUTHERLAND COMPUTER CORPORATION
(Name of Issuer)
Common Stock, $0.20 Par Value
(Title of Class of Securities)
299096107
(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)
August 21, 1995
(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 /x/ (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.
*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 20 Pages
Exhibit Index: Page 13
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 299096107 PAGE 2 OF 20 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in his capacity as the sole proprietor of Soros
Fund Management)
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 333,200
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 333,200
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
333,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
3.84%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 299096107 PAGE 3 OF 20 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 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 230,800
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 230,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
230,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
2.66%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 299096107 PAGE 4 OF 20 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 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 230,800
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 230,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
230,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
2.66%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 299096107 PAGE 5 OF 20 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE
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 230,800
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 230,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
230,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
2.66%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock, $0.20 par
value (the "Shares"), of Evans & Sutherland Computer Corporation (the "Issuer").
The address of the principal executive office of the Issuer is 600 Komas Drive,
Salt Lake City, Utah 84108.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of:
i) George Soros ("Mr. Soros"), in his capacity as the sole proprietor of an
investment advisory firm conducting business under the name Soros Fund
Management ("SFM");
ii) Winston Partners, L.P. ("Winston");
iii) Chatterjee Fund Management, L.P. ("CFM"), in its capacity as the sole
general partner of Winston; and
iv) Purnendu Chatterjee ("Dr. Chatterjee") in his capacity as the sole general
partner of CFM
(collectively, the "Reporting Persons").
The Reporting Persons
Mr. Soros
This statement is being filed on behalf of Mr. Soros in his capacity as
sole proprietor of SFM. This statement relates to Shares held for the account of
Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners"). Quantum Partners is an institutional client of SFM and has
granted investment discretion to SFM pursuant to an investment advisory contract
(the "SFM Contract"). The principal office of Quantum Partners is at Kaya
Flamboyan 9, Curacao, Netherlands Antilles.
SFM is a sole proprietorship of which Mr. Soros is the sole proprietor. It
has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York
10106. Its sole business is to serve, pursuant to contract, as the principal
investment manager or asset manager to several foreign investment companies,
including Quantum Partners. SFM's contracts with its clients generally provide
that SFM is responsible for designing and implementing the client's overall
investment strategy; for conducting direct portfolio management strategies to
the extent SFM determines that it is appropriate to utilize its own portfolio
management capabilities; for selecting, evaluating and monitoring other
investment advisers who manage separate portfolios on behalf of the client; and
for allocating and re-allocating the client's assets among them and itself.
The principal occupation of Mr. Soros, a U.S. citizen, is his direction of
the activities of SFM, which is carried out in his capacity as the sole
proprietor of SFM at SFM's principal office. Information concerning the identity
and background of the Managing Directors of SFM is set forth in Annex A hereto,
which is incorporated by reference in response to this Item 2.
Pursuant to regulations promulgated under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), Mr. Soros (as the sole
proprietor and the person ultimately in control of SFM) may be deemed a
"beneficial owner" of securities, including Shares, held for the account of
Quantum Partners as a result of the contractual authority of SFM to exercise
investment discretion with respect to such securities. The filing of this
Statement shall not be construed as an admission that Mr. Soros is, for the
purposes of Section 13(d)
<PAGE> 7
or 13(g) of the 1934 Act (or pursuant to Rule 16a-1(a)(1) thereunder), the
beneficial owner of any Shares not held directly by him.
During the past five years, none of Quantum Partners, Mr. Soros and any
other person whose identity must be disclosed pursuant 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.
Winston, CFM and Dr. Chatterjee
This statement also relates to Shares acquired at the direction of Dr.
Chatterjee for the account of Winston. Winston is a Delaware limited partnership
which is principally engaged in investing in securities. CFM is a Delaware
limited partnership and the general partner of Winston. The sole business
purpose of CFM is to serve as the sole general partner of Winston. The principal
office of Winston and CFM is located at 888 Seventh Avenue, 30th floor, New
York, New York 10106. During the past five years, neither Winston nor CFM has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which it 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.
Dr. Chatterjee is the sole general partner of CFM, the sole general partner
of Winston. The principal occupation of Dr. Chatterjee, a United States citizen,
is as an investment manager. Dr. Chatterjee's principal business address is
located at 888 Seventh Avenue, 30th floor, New York, New York 10106.
On January 13, 1993, the Securities and Exchange Commission (the
"Commission") filed a civil complaint in the United States District Court for
the District of Massachusetts against certain defendants, including Dr.
Chatterjee, wherein the Commission alleged that Dr. Chatterjee engaged in
conduct in violation of, or aided and abetted certain alleged violations of,
Sections 10(b) and 14(e) of the 1934 Act, and certain rules promulgated
thereunder. Dr. Chatterjee settled the Commission's action on the same date it
was filed without admitting or denying the allegations of the complaint. Dr.
Chatterjee consented to the entry of a Final Judgment restraining and enjoining
him from, inter alia, violating, or aiding and abetting violations of, Sections
10(b) and 14(e) of the 1934 Act and the rules promulgated thereunder. Dr.
Chatterjee also agreed to pay a civil penalty of $643,855. During the past five
years, Dr. Chatterjee has not been convicted in any criminal proceeding.
Pursuant to regulations promulgated under Section 13(d) of the 1934 Act,
Dr. Chatterjee, as the sole general partner of CFM and the person ultimately in
control of Winston, and CFM, as the sole general partner of Winston, may each be
deemed a beneficial owner of securities, including the Shares, held by Winston.
The filing of this Statement shall not be construed as an admission that Dr.
Chatterjee is, for the purposes of Section 13(d) or 13(g) of the 1934 Act (or
pursuant to Rule 16a-1(a)(1) thereunder), the beneficial owner of any Shares not
held directly by him.
<PAGE> 8
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Quantum Partners expended $2,639,402.47 of its working capital and Winston
expended $1,822,828.32 of its working capital to purchase the Shares which are
reported in Item 5(c) as having been purchased for their respective accounts
during the past 60 days. The Shares held by each of Quantum Partners and Winston
may be held through margin accounts maintained for each party with Arnhold and
S. Bleichroeder, Inc. or other brokers, which extend margin credit to each party
as and when required to open or carry positions in their respective margin
accounts, subject to applicable Federal margin regulations, stock exchange rules
and such firm's credit policies. The positions held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired all of the Shares reported herein as being
beneficially owned by them for investment purposes. None of the Reporting
Persons and, to the best of their knowledge, any of the other individuals
identified in response to Item 2, has any plans or proposals which relate to or
would result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Mr. Soros (as the sole proprietor and the person ultimately
control of SFM) may be deemed to be the beneficial owner of the 333,200 Shares
held for the account of Quantum Partners (representing 3.84% of the total Shares
currently outstanding).
(ii) Winston may be deemed the beneficial owner of the 230,800 Shares
currently held for its account. CFM, as the sole general partner of Winston, and
Dr. Chatterjee, as the sole general partner of CFM, may each be deemed to be the
beneficial owners of the 230,800 Shares held for the account of Winston
(representing 2.66% of the total Shares currently outstanding).
Stanley F. Druckenmiller, a Managing Director of SFM, also serves as
President and Chairman of the Board of Directors of Priority Investment
Management Inc. ("Priority"), a registered investment adviser. Accounts of
investment advisory clients over which Priority exercises investment discretion
hold 50,000 Shares (approximately 0.58% of the total number of Shares
outstanding). By reason of his position with Priority, Mr. Druckenmiller may
be deemed to be the beneficial owner, for purposes of Rule 13d-3 under the 1934
Act, of all such Shares. Each of Mr. Soros, Winston, CFM, and Dr.
Chatterjee expressly dislaims beneficial ownership of any Shares held by or
for the account of Priority.
(b) (i) Mr. Soros may be deemed to have sole power to vote and dispose of
the 333,200 Shares held for the account of Quantum Partners by reason of the SFM
Contract.
(ii) Dr. Chatterjee, as the sole general partner of the sole general
partner of Winston, may be deemed to have the sole power to vote and dispose of
the 230,800 Shares held for the account of Winston.
(c) A schedule identifying all transactions involving the Shares effected
for the account of each of Quantum Partners and Winston, since June 30, 1995
(the 60 days prior to the date hereof) is included as Annex B hereto which is
incorporated by reference in response to this Item 5(c). Each of the
transactions was executed in conventional brokerage transactions on the Nasdaq
National Market. Except for the transactions listed in Annex B, there have been
no transactions with respect to the Shares since June 30, 1995, (60 days prior
to the date hereof) by the Reporting Persons or other persons identified in
response to Item 2.
(d) (i) The shareholders of Quantum Partners have the right to participate
in the receipt of dividends from, or proceeds for the sale of, the Shares held
for the account of Quantum Partners.
(ii) The partners of Winston have the right to receive dividends from,
or proceeds for the sale of, the Shares held for the account of Winston.
(e) Not Applicable.
<PAGE> 9
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Dr. Chatterjee has reached understandings with Quantum Partners pursuant to
which Dr. Chatterjee will furnish to Quantum Partners recommendations concerning
transactions in the Shares. It is contemplated by the Reporting Persons that Dr.
Chatterjee will share in any profits with respect to Shares held for the account
of Quantum Partners.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint Filing Agreement, dated as of August 31, 1995, by and among
George Soros, Winston Partners, L.P., Chatterjee Fund Management, L.P. and
Purnendu Chatterjee.
(b) Power of Attorney, dated October 27, 1994, granted by George Soros in
favor of Sean C. Warren.
(c) Power of Attorney, dated May 31, 1995, granted by Purnendu Chatterjee
in favor of Peter Hurwitz.
(d) Power of Attorney, dated November 18, 1994, granted by Winston
Partners, L.P. in favor of Peter A. Hurwitz.
(e) Power of Attorney, dated November 18, 1994, granted by Chatterjee Fund
Management, L.P. in favor of Peter A. Hurwitz.
<PAGE> 10
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.
August 31, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
----------------------------------
Sean C. Warren, Attorney-in-fact
August 31, 1995 WINSTON PARTNERS, L.P.
By: /s/ Peter A. Hurwitz
----------------------------------
Peter A. Hurwitz, Attorney-in-fact
August 31, 1995 CHATTERJEE FUND MANAGEMENT, L.P.
By: /s/ Peter A. Hurwitz
----------------------------------
Peter A. Hurwitz, Attorney-in-fact
August 31, 1995 PURNENDU CHATTERJEE
By: /s/ Peter A. Hurwitz
----------------------------------
Peter A. Hurwitz, Attorney-in-fact
<PAGE> 11
ANNEX A
The following is a list of all of the persons who serve as Managing
Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Arminio Fraga
Gary Gladstein
Robert K. Jermain
Donald H. Krueger
Elizabeth Larson
Jay Misra
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
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.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons 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 violations with
respect to such laws.
<PAGE> 12
ANNEX B
RECENT TRANSACTIONS IN COMMON STOCK
OF
EVANS & SUTHERLAND COMPUTER CORPORATION
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($)
------------------ ------------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Quantum Partners 8/02/95 Purchase 3,500 16.379
LDC.(1) 8/09/95 Purchase 900 18.275
8/10/95 Purchase 5,100 18.337
8/15/95 Purchase 2,400 18.306
8/16/95 Purchase 2,900 18.150
8/17/95 Purchase 1,000 18.150
8/18/95 Purchase 34,300 18.134
8/21/95 Purchase 70,300 18.150
8/23/95 Purchase 3,000 18.125
8/24/95 Purchase 200 18.225
8/25/95 Purchase 100 18.225
8/28/95 Purchase 15,000 18.350
8/30/95 Purchase 6,800 18.116
</TABLE>
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($)
------------------ ------------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Winston Partners, 8/02/95 Purchase 2,500 16.379
L.P.(2) 8/09/95 Purchase 600 18.275
8/10/95 Purchase 3,500 18.337
8/15/95 Purchase 1,600 18.306
8/16/95 Purchase 2,000 18.150
8/17/95 Purchase 700 18.150
8/18/95 Purchase 23,900 18.134
8/21/95 Purchase 48,800 18.150
8/23/95 Purchase 2,100 18.125
8/24/95 Purchase 100 18.225
8/28/95 Purchase 10,000 18.350
8/30/95 Purchase 4,700 18.116
</TABLE>
- -------------------------
(1) Transactions effected at the direction of SFM.
(2) Transactions effected at the direction of Dr. Chatterjee.
<PAGE> 13
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C>
(a) Joint Filing Agreement, dated as of August 31, 1995, by
and among George Soros, Winston Partners, L.P.,
Chatterjee Fund Management, L.P. and Purnendu Chatterjee.
(b) Power of Attorney, dated October 27, 1994 granted by
George Soros in favor of Sean C. Warren.
(c) Power of Attorney, dated May 31, 1995, granted by
Purnendu Chatterjee in favor of Peter Hurwitz.
(d) Power of Attorney, dated November 18, 1994, granted by
Winston Partners, L.P. in favor of Peter A. Hurwitz.
(e) Power of Attorney, dated November 18, 1994, granted by
Chatterjee Fund Management, L.P. in favor of Peter A.
Hurwitz.
</TABLE>
<PAGE> 1
EXHIBIT A
The undersigned hereby agree that the statement on Schedule 13D with respect
to the Common Stock of Evans & Sutherland Computer Corporation dated August 31,
1995 is, and any amendments thereto signed by each of the undersigned shall be,
filed on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
August 31, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
----------------------------------
Sean C. Warren, Attorney-in-fact
August 31, 1995 WINSTON PARTNERS, L.P.
By: /s/ Peter A. Hurwitz
----------------------------------
Peter A. Hurwitz, Attorney-in-fact
August 31, 1995 CHATTERJEE FUND MANAGEMENT, L.P.
By: /s/ Peter A. Hurwitz
----------------------------------
Peter A. Hurwitz, Attorney-in-fact
August 31, 1995 PURNENDU CHATTERJEE
By: /s/ Peter Hurwitz
----------------------------------
Peter Hurwitz, Attorney-in-fact
<PAGE> 1
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute
and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name or in my personal capacity 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 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 this 27th day of October,
1994.
/s/ George Soros
----------------
GEORGE SOROS
<PAGE> 1
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney in fact for the
purpose of executing in my name or in my personal capacity 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 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 this 31st day of May, 1995.
/s/ Purnendu Chatterjee
--------------------------
PURNENDU CHATTERJEE
<PAGE> 1
EXHIBIT D
==================================================
Purnendu Chatterjee,
as General Partner of
Chatterjee Fund Management, L.P.,
as General Partner of
Winston Partners, L.P.
TO
Peter Alan Hurwitz
==================================================
POWER OF ATTORNEY
Statutory Short Form
==================================================
Dated, November 18, 1994
<PAGE> 2
POWER OF ATTORNEY
Notice: This is an important document. Before signing this document, you
should know these important facts. The purpose of this power of attorney is to
give the person whom you designate (your "Agent") broad powers to handle your
property, which may include powers to pledge, sell, or otherwise dispose of any
real or personal property without advance notice to you or approval by you.
You may specify that these powers will exist even after you become disabled,
incapacitated, or incompetent. The powers that you give your Agent are
explained more fully in New York General Obligations Law, Article 5, Title 15,
Sections 5-1502A through 5-1503, which expressly permits the use of any other
or different form of power of attorney desired by the parties concerned. This
document does not authorize anyone to make medical or other health care
decisions for your. If there is anything about this form that you do not
understand, you should ask a lawyer to explain it to you.
KNOW EVERYONE BY THESE PRESENTS, which are intended to constitute a GENERAL
POWER OF ATTORNEY pursuant to Article 5, Title 15 of New York General
Obligations Law:
That I, Purnendu Chatterjee, as General Partner of Chatterjee Fund
Management, L.P., as General Partner of Winston Partners, L.P., 888 Seventh
Avenue, New York, New York 10106, do hereby appoint
Peter Alan Hurwitz, 888 Seventh Avenue, New York, New York 10106.
IN MY NAME, PLACE AND STEAD in any way which I myself could do, if I were
personally present, with respect to the following matters each of them is
defined in Title 15 of Article 5 of the New York General Obligations Law to the
extent that I am permitted by law to act through an agent:
<TABLE>
<S> <C> <C> <C>
(A) real estate transactions; .....................[PC] (H) if the blank space in the box
(B) chattel and goods transactions; ................[PC] to the right is initialed by
(C) bond, share and commodity transactions;.........[PC] the principal, this power of
(D) banking transactions; ..........................[PC] attorney shall not be affected
(E) business operating transactions; ...............[PC] by the subsequent disability or
(F) claims and litigation; .........................[PC] incompetence of the principal; ......[ ]
(G) records, reports and statements; ...............[PC]
</TABLE>
To induce any third party to act hereunder, I hereby agree that any third party
receiving a duly executed copy or facsimile of this instrument may act
hereunder, and that revocation or termination hereof shall be ineffective as to
such third party unless and until actual notice or knowledge of such revocation
or termination shall have been received by such third party, and I for myself
and for my heirs, executors, legal representatives and assigns, hereby agree to
indemnify and hold harmless any such third party from and against any and all
claims that may arise against such third party by reason of such third party
having relied on the provisions of this instrument.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed my seal on
November 18, 1994
/s/ Purnendu Chatterjee (Seal)
-------------------------------------------
(Signature of Principal)
<PAGE> 1
EXHIBIT E
==================================================
Purnendu Chatterjee,
as General Partner of
Chatterjee Fund Management, L.P.,
TO
Peter Alan Hurwitz
==================================================
POWER OF ATTORNEY
Statutory Short Form
==================================================
Dated, November 18, 1994
<PAGE> 2
POWER OF ATTORNEY
Notice: This is an important document. Before signing this document, you
should know these important facts. The purpose of this power of attorney is to
give the person whom you designate (your "Agent") broad powers to handle your
property, which may include powers to pledge, sell, or otherwise dispose of any
real or personal property without advance notice to you or approval by you.
You may specify that these powers will exist even after you become disabled,
incapacitated, or incompetent. The powers that you give your Agent are
explained more fully in New York General Obligations Law, Article 5, Title 15,
Sections 5-1502A through 5-1503, which expressly permits the use of any other
or different form of power of attorney desired by the parties concerned. This
document does not authorize anyone to make medical or other health care
decisions for your. If there is anything about this form that you do not
understand, you should ask a lawyer to explain it to you.
KNOW EVERYONE BY THESE PRESENTS, which are intended to constitute a GENERAL
POWER OF ATTORNEY pursuant to Article 5, Title 15 of New York General
Obligations Law:
That I, Purnendu Chatterjee, as General Partner of Chatterjee Fund
Management, L.P., 888 Seventh Avenue, New York, New York 10106, do hereby
appoint
Peter Alan Hurwitz, 888 Seventh Avenue, New York, New York 10106.
IN MY NAME, PLACE AND STEAD in any way which I myself could do, if I were
personally present, with respect to the following matters each of them is
defined in Title 15 of Article 5 of the New York General Obligations Law to the
extent that I am permitted by law to act through an agent:
<TABLE>
<S> <C> <C> <C>
(A) real estate transactions; .....................[PC] (H) if the blank space in the box
(B) chattel and goods transactions; ...............[PC] to the right is initialed by
(C) bond, share and commodity transactions; .......[PC] the principal, this power of
(D) banking transactions; .........................[PC] attorney shall not be affected
(E) business operating transactions; ..............[PC] by the subsequent disability or
(F) claims and litigation; ........................[PC] incompetence of the principal; .......[ ]
(G) records, reports and statements; ..............[PC]
</TABLE>
To induce any third party to act hereunder, I hereby agree that any third party
receiving a duly executed copy or facsimile of this instrument may act
hereunder, and that revocation or termination hereof shall be ineffective as to
such third party unless and until actual notice or knowledge of such revocation
or termination shall have been received by such third party, and I for myself
and for my heirs, executors, legal representatives and assigns, hereby agree to
indemnify and hold harmless any such third party from and against any and all
claims that may arise against such third party by reason of such third party
having relied on the provisions of this instrument.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed my seal on
November 18, 1994
/s/ Purnendu Chatterjee (Seal)
-------------------------------------------------
(Signature of Principal)
