UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GLOBAL MARINE INC.
-----------------------------------
(Name of Issuer)
Common Stock, $0.10 Par Value
--------------------------------------
(Title of Class of Securities)
379352404
-----------------
(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)
August 14, 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 18 Pages
Exhibit Index: Page 15
<PAGE>
Page 2 of 18 Pages
SCHEDULE 13D
CUSIP No. 379352404
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 7,410,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 7,410,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,530,000 /1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.39%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------
/1/ See Item 5.
<PAGE>
Page 3 of 18 Pages
SCHEDULE 13D
CUSIP No. 379352404
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 7,410,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
7,410,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,530,000 /1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.39%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------
/1/ See Item 5.
<PAGE>
Page 4 of 18 Pages
SCHEDULE 13D
CUSIP No. 379352404
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 1,450,000
Shares
Beneficially 8 Shared Voting Power
Owned By 7,410,000
Each
Reporting 9 Sole Dispositive Power
Person 1,450,000
With
10 Shared Dispositive Power
7,410,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,980,000 /1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.23%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------
/1/ See Item 5.
<PAGE>
Page 5 of 18 Pages
SCHEDULE 13D
CUSIP No. 379352404
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 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
Pennsylvania
7 Sole Voting Power
Number of 1,450,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,450,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,450,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.84%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 18 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.10 par value per share (the "Shares"), of Global Marine Inc. (the "Issuer").
This Statement is being filed by the Reporting Persons (as defined herein) to
report recent acquisitions of Shares of the Issuer as a result of which certain
of the Reporting Persons may be deemed to be the beneficial owners of more than
5% of the total number of outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is 777 North Eldridge Parkway, Houston,
Texas 77079-4493.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC ("SFM LLC");
ii) George Soros ("Mr. Soros");
iii) Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
iv) Duquesne Capital Management, L.L.C. ("Duquesne LLC").
This Statement relates to Shares held for the accounts of Quantum
Partners (as defined herein) and the Duquesne LLC Clients (as defined herein).
The Reporting Persons
---------------------
SFM LLC, a Delaware limited liability company, has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its
principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients"),
including Quantum Fund (as defined herein) and Quantum Partners, the principal
operating subsidiary of Quantum Fund. The business of SFM LLC is managed through
a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr.
Druckenmiller and Mr. Gary Gladstein. SFM LLC has been granted investment
discretion over portfolio investments, including the Shares, held for the
accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners") and Quantum Fund N.V., a Netherlands Antilles
company ("Quantum Fund"). Each of Quantum Fund and Quantum Partners has its
principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
SFM LLC's contracts with the SFM Clients generally provide that SFM LLC is
responsible for designing and implementing the SFM Clients' overall investment
strategies; for conducting direct portfolio management strategies to the extent
that SFM LLC determines that it is appropriate to utilize its own portfolio
management capabilities; for selecting, evaluating and monitoring other
investment advisors who manage separate portfolios on behalf of the SFM Clients;
and for allocating and reallocating the SFM Clients' assets among the outside
managers and itself.
<PAGE>
Page 7 of 18 Pages
Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the account of Quantum Partners. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the account of Quantum Partners. Set forth
in Annex A hereto and incorporated by reference in response to this Item 2 and
elsewhere in this Schedule 13D as applicable is a list of the Managing Directors
of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office. Mr. Druckenmiller also owns a 75% interest in, and is the sole managing
member of, Duquesne LLC, an investment advisory firm. Duquesne LLC, a
Pennsylvania limited liability company, has its principal offices at 2579
Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591. Its principal
business is to serve, pursuant to contract, as a discretionary investment
advisor to a limited number of institutional clients (the "Duquesne LLC
Clients") Set forth in Annex B hereto and incorporated by reference in response
to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of the
executive officers of Duquesne LLC.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial owner of the Shares held for the account of Quantum Partners
as a result of the contractual authority of SFM LLC to exercise voting and
dispositive power with respect to such Shares.
Pursuant to regulations promulgated under Section 13(d) of the
Act, each of Duquesne LLC and Mr. Druckenmiller, by virtue of his interest in,
and position as sole managing member of, Duquesne LLC, may be deemed a
beneficial owner of the Shares held for the accounts of the Duquesne LLC Clients
as a result of the contractual authority of Duquesne LLC to exercise voting and
dispositive power with respect to such Shares.
During the past five years, none of the Reporting Persons,
Quantum Partners and, to the best of the Reporting Persons' knowledge, any other
person identified in response to this Item 2 has been (a) convicted in a
criminal proceeding, or (b) a party to any civil proceeding as a result of which
it or 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.
Item 3. Source and Amount of Funds or Other Consideration.
SFM LLC, on behalf of Quantum Partners, has granted investment
discretion over certain funds of Quantum Partners to Cambridge Investments Ltd.,
a California corporation ("Cambridge"), pursuant to an investment advisory
contract between Quantum Partners and Cambridge (the "Cambridge Contract").
Certain of the Shares reported herein as being held for the account of Quantum
Partners were acquired at the direction of Cambridge. Cambridge has informed the
Reporting Persons that it expended an aggregate of approximately $ 3,343,960 of
the funds it manages for Quantum Partners to purchase the Shares acquired for
the account of Quantum Partners during the 60 days prior to the date hereof.
Quantum Partners has expended approximately $10,811,900 of its working capital
<PAGE>
Page 8 of 18 Pages
to purchase the Shares reported herein as being acquired in the last 60 days.
Duquesne LLC has expended approximately $2,060,659 of the working capital of the
Duquesne LLC Clients to purchase the Shares reported herein as being acquired in
the last 60 days.
The Shares held for the accounts of Quantum Partners, other SFM
Clients and/or the Duquesne LLC Clients 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 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quantum Partners and/or the Duquesne LLC
Clients were acquired or disposed of for investment purposes. Neither Quantum
Partners, the Reporting Persons nor, to the best of their knowledge, any of the
other individuals identified in response to Item 2, has any plans or proposals
that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Mr. Soros, Mr. Druckenmiller and SFM LLC reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose, or cause to be disposed of, such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of SFM LLC, Mr. Soros, Mr. Druckenmiller and/or the SFM
Clients, market conditions or other factors.
Mr. Druckenmiller and Duquesne LLC reserve the right to acquire,
or cause to be acquired, additional securities of the Issuer, to dispose, or
cause to be disposed of, such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of general investment and trading policies
of Mr. Druckenmiller and/or the Duquesne LLC Clients, market conditions or other
factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) None of SFM LLC, Mr. Soros and Mr. Druckenmiller
currently exercises voting or dispositive power over the Shares purchased for
the account of Quantum Partners by Cambridge. As a consequence of SFM LLC's
ability to terminate the Cambridge Contract with respect to all investments,
including those involving certain of the Shares, and acquire voting and
dispositive power over those Shares within 60 days, notwithstanding the fact
that none of SFM LLC, Mr. Soros and Mr. Druckenmiller currently exercises such
power, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed the beneficial
owner of 120,000 Shares acquired at the direction of Cambridge. In addition, SFM
LLC, Mr. Soros and Mr. Druckenmiller may be deemed the beneficial owner of the
7,410,000 Shares held directly for the account of Quantum Partners. In total,
each of SFM LLC and Mr. Soros may be deemed the beneficial owner of 7,530,000
Shares (approximately 4.39% of the total number of Shares outstanding).
(ii) Mr. Druckenmiller may be deemed the beneficial owner of
8,980,000 Shares (approximately 5.23% of the total number of Shares
outstanding). This number consists of (A) 120,000 Shares currently held by
Cambridge for the account of Quantum Partners, (B) 7,410,000 Shares held
directly for the account of Quantum Partners, and (C) 1,450,000 Shares held for
the account of the Duquesne LLC Clients.
<PAGE>
Page 9 of 18 Pages
(iii)Duquesne LLC may be deemed the beneficial owner of the
1,450,000 Shares held for the accounts of Duquesne LLC Clients (approximately
0.84% of the total number of Shares outstanding).
(b) (i) The power to direct the voting and disposition of
certain of the Shares held for the account of Quantum Partners currently is
vested in Cambridge pursuant to the Cambridge Contract. SFM LLC has the
contractual authority on behalf of Quantum Partners to terminate the Cambridge
Contract within 60 days and, as a result, each of SFM LLC, Mr. Soros and Mr.
Druckenmiller may be deemed to have the ability to acquire the voting and
dispositive power held by Cambridge with respect to the 120,000 Shares it holds
for the account of Quantum Partners.
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 7,410,000 Shares held directly for the account of Quantum
Partners.
(iii)Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the
7,410,000 Shares held directly for the account of Quantum Partners.
(iv)Pursuant to contracts with the Duquesne LLC Clients, and
as a result of the position held by Mr. Druckenmiller with Duquesne LLC, each of
Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power to
direct the voting and disposition of the 1,450,000 Shares held for the accounts
of the Duquesne LLC Clients.
(c) Except for the transactions described in Item 3 and Item 6
and those disclosed on Annex C hereto, all of which were effected on the New
York Stock Exchange in routine brokerage transactions, there have been no
transactions with respect to the Shares since June 26, 1997 (60 days prior to
the date hereof) by any of the Reporting Persons, Quantum Partners or the
Duquesne LLC Clients.
(d) (i) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the account of Quantum Partners
in accordance with their ownership interests in Quantum Partners.
(ii) The Duquesne LLC Clients have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares held
for their accounts.
(e) Not applicable.
Each of SFM LLC and Mr. Soros expressly disclaims beneficial
ownership of any Shares not held for the accounts of the SFM Clients. Duquesne
LLC expressly disclaims beneficial ownership of any Shares not held for the
accounts of the Duquesne LLC Clients.
<PAGE>
Page 10 of 18 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
From time to time each of the Reporting Persons, Quantum
Partners, other SFM Clients and/or Duquesne LLC Clients may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time to the extent permitted by applicable
law, each of such persons or entities may borrow the Shares for the purpose of
effecting, and may effect, short sale transactions, and may purchase securities
for the purpose of closing out short positions in such securities.
Except as set forth herein, the Reporting Persons, Quantum
Partners, other SFM Clients and/or the Duquesne LLC Clients do not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated August 25, 1997 by and among SFM
LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC.
<PAGE>
Page 11 of 18 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: August 25, 1997
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
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
----------------------------------
Gerald Kerner
Managing Director
<PAGE>
Page 12 of 18 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
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 holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 13 of 18 Pages
ANNEX B
The following is a list of all of the persons who serve as executive
officers of Duquesne LLC (other than Stanley F. Druckenmiller):
Michael A. Shay ("Mr. Shay")
Gerald Kerner ("Mr. Kerner")
Mr. Shay is a United States citizen whose principal occupation is
serving as a Managing Director of Duquesne LLC. Mr. Shay's business address is
Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322,
Pittsburgh, Pennsylvania 15241.
Mr. Kerner is a United States citizen whose principal occupation is
serving as a Managing Director of Duquesne LLC. Mr. Kerner's business address is
Duquesne Capital Management, L.L.C., 888 Seventh Avenue, 32nd 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.
<PAGE>
Page 14 of 18 Pages
<TABLE>
<CAPTION>
ANNEX C
RECENT TRANSACTIONS IN THE COMMON STOCK OF
GLOBAL MARINE, INC.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Quantum Partners 07/29/97 PURCHASE 25,000 $27.432/1/
07/29/97 PURCHASE 25,000 $27.212/1/
07/29/97 PURCHASE 70,000 $27.898/1/
08/14/97 PURCHASE 332,600 $25.807/2/
08/18/97 PURCHASE 87,400 $25.498/2/
Duquesne LLC 08/14/97 PURCHASE 67,400 $25.807/3/
Clients 08/18/97 PURCHASE 12,600 $25.498/3/
- ---------------------------------
/1/ These transactions were effected at the direction of Cambridge.
/2/ These transactions were effected at the direction of SFM LLC.
/3/ These transactions were effected at the direction of Duquesne LLC.
</TABLE>
<PAGE>
Page 15 of 18 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997 granted
by Mr. George Soros in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus.................................... 16
B. Power of Attorney dated as of January 1, 1997 granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus......................... 17
C. Joint Filing Agreement dated August 25, 1997 by and
among Soros Fund Management LLC, Mr. George Soros, Mr.
Stanley F. Druckenmiller and Duquesne Capital
Management, L.L.C.. ................................... 18
Page 16 of 18 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
----------------------------
GEORGE SOROS
Page 17 of 18 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
----------------------------
STANLEY F. DRUCKENMILLER
Page 18 of 18 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Global Marine Inc. dated August 25, 1997 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d- 1(f) under the Securities Exchange Act of 1934.
Date: August 25, 1997
SOROS FUND MANAGEMENT LLC
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
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
----------------------------------
Gerald Kerner
Managing Director
