<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
AMATI COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, $0.20 Par Value
(Title of Class of Securities)
023115108
(CUSIP Number)
Christopher E. Manno, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 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.
Continued on following page(s)
Page 1 of 22 Pages
Exhibit Index: Page N/A
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SCHEDULE 13D
CUSIP No. 023115108
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 814,501
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
814,501
11 Aggregate Amount Beneficially Owned by Each Reporting Person
814,501
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
4.10%
14 Type of Reporting Person*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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SCHEDULE 13D
CUSIP No. 023115108
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 814,501
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
814,501
11 Aggregate Amount Beneficially Owned by Each Reporting Person
814,501
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
4.10%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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SCHEDULE 13D
CUSIP No. 023115108
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 814,501
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
814,501
11 Aggregate Amount Beneficially Owned by Each Reporting Person
814,501
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
4.10%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
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SCHEDULE 13D
CUSIP No. 023115108
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 814,501
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
814,501
11 Aggregate Amount Beneficially Owned by Each Reporting Person
814,501
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
4.10%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
SCHEDULE 13D
CUSIP No. 023115108
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 407,250
Shares
Beneficially 8 Shared Voting Power
Owned By 814,501
Each
Reporting 9 Sole Dispositive Power
Person 407,250
With
10 Shared Dispositive Power
814,501
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,221,751
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
6.10%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE>
SCHEDULE 13D
CUSIP No. 023115108
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 814,501
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
814,501
11 Aggregate Amount Beneficially Owned by Each Reporting Person
814,501
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
4.10%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
SCHEDULE 13D
CUSIP No. 023115108
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 407,250
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 407,250
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
407,250
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
2.06%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE>
SCHEDULE 13D
CUSIP No. 023115108
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 135,771
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 135,771
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
135,771
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
.69%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE>
SCHEDULE 13D
CUSIP No. 023115108
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 135,771
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 135,771
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
135,771
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
.69%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10
<PAGE>
SCHEDULE 13D
CUSIP No. 023115108
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
Delaware
7 Sole Voting Power
Number of 181,191
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 181,191
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
181,191
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
.92%
14 Type of Reporting Person*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
11
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SCHEDULE 13D
CUSIP No. 023115108
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 90,288
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 90,288
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
90,288
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
.46%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
12
<PAGE>
SCHEDULE 13D
CUSIP No. 023115108
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 271,479
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 271,479
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
271,479
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
1.38%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13
<PAGE>
SCHEDULE 13D
CUSIP No. 023115108
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 271,479
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 271,479
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
271,479
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
1.38%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
14
<PAGE>
SCHEDULE 13D
CUSIP No. 023115108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 407,250
Shares
Beneficially 8 Shared Voting Power
Owned By 814,501
Each
Reporting 9 Sole Dispositive Power
Person 407,250
With
10 Shared Dispositive Power
814,501
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,221,751
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
6.10%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
15
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This Amendment No. 2 to Schedule 13D ("Amendment No. 2")
relates to shares of Common Stock, $0.20 par value per share (the "Shares"), of
Amati Communications Corporation (the "Issuer"). This Amendment No. 2 amends the
initial statement on Schedule 13D dated October 30, 1996 as amended by Amendment
No. 1 thereto dated January 1, 1997 (collectively, the "Prior Statement") filed
by the Reporting Persons (as defined therein). This Amendment No. 2 is being
filed by the Reporting Persons to report the acquisition of additional Shares of
the Issuer as a result of which the percentage of the total number of Shares
outstanding of which the Reporting Persons may be deemed beneficial owners has
increased by more than one percent. Capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Prior Statement.
The Prior Statement is amended as set forth herein.
Item 2. Identity and Background.
Item 2 of the Prior Statement is hereby amended by amending
and restating Annex B as incorporated therein in the last sentence of the fourth
paragraph of the sub-section entitled "Quantum Industrial, QIHMI, QIM
Management, SFM LLC, Mr. Soros and Mr. Druckenmiller."
Item 3. Sources and Amounts of Funds or Other Consideration
Item 3 of the Prior Statement is hereby amended by adding
the following paragraph to the end thereof:
The Issuer delivered a Put Notice relating to the Second
Tranche on June 3, 1997 and the initial closing with respect to the Shares to be
purchased by the Investors occurred on July 10, 1997. The final closing with
respect to the Shares to be purchased by the Investors is expected to occur
within 60 days from the date hereof. At the initial closing in respect of the
Second Tranche, Quantum Industrial, Phoenix Holdings, Winston L.P., Winston II
LDC and Winston II L.L.C. received 212,044 Shares, 106,022 Shares, 35,360
Shares, 47,180 Shares and 23,482 Shares, respectively. The number of Shares
received by the Investors at the initial closing is subject to adjustment
depending on the prevailing market prices of the Common Stock over the pricing
periods set forth in the Investment Agreement. To the extent the market price of
the Common Stock declines during the pricing periods set forth in the Investment
Agreement, the Issuer may be required to issue additional Shares to the
Investors at final closing.
Item 4. Purpose of Transaction.
Item 4 of the Prior Statement is hereby amended by amending
and restating the third paragraph thereof as follows:
The Issuer filed (i) two Registration Statements on Form S-3
in respect of the Shares issued pursuant to the First Tranche which were
declared effective on October 23, 1996 and on December 19, 1996, respectively,
and (ii) one Registration Statement on Form S-3 in respect of the Shares issued
pursuant to the Second Tranche which was declared effective on July 8, 1997, and
the shares offered thereby may be delivered and/or sold in transactions from
time to time on the over-the-counter market, on the Nasdaq National Market, in
negotiated transactions, or a combination of methods of sale, at market prices
prevailing at the time, at prices related to such prevailing prices or at
negotiated prices. In addition, the Investors may make short sales of the Shares
and may use the shares issued under the Investment Agreement or upon exercise of
the Warrants to cover the resulting positions.
Item 5. Interest in Securities of the Issuer.
(1) Item 5(a) of the Prior Statement is hereby amended and
restated in its entirety as follows.
(a) (i) The aggregate number of Shares of which each of
Quantum Industrial, QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller may be
deemed a beneficial owner is
16
<PAGE>
814,501 (approximately 4.10% of the total number of Shares which would be
outstanding assuming the exercise or conversion of all convertible securities
held for the account of Quantum Industrial). This number consists of (A) 302,457
Shares which Quantum Industrial purchased under the Put Notice in respect of the
First Tranche, (B) 212,044 Shares which Quantum Industrial purchased under the
Put Notice in respect of the Second Tranche, (C) 150,000 Shares issuable upon
exercise of the Class A Warrants held for the account of Quantum Industrial and
(D) 150,000 Shares issuable upon exercise of the Class B Warrants held for the
account of Quantum Industrial.
(ii) The aggregate number of Shares of which Phoenix
Holdings may be deemed a beneficial owner is 407,250 (approximately 2.06% of the
total number of shares which would be outstanding assuming the exercise or
conversion of all convertible securities held for its account). This number
consists of (A) 151,228 Shares which Phoenix Holdings purchased under the Put
Notice in respect of the First Tranche, (B) 106,022 Shares which Phoenix
Holdings purchased under the Put Notice in respect of the Second Tranche, (C)
75,000 Shares issuable upon exercise of Class A Warrants held for its account
and (D) 75,000 Shares issuable upon exercise of the Class B Warrants held for
its account.
(iii) The aggregate number of Shares of which each of
Winston L.P. and CFM may be deemed a beneficial owner is 135,771 (approximately
.69% of the total number of Shares which would be outstanding assuming the
exercise or conversion of all convertible securities held for its account). This
number consists of (A) 50,431 Shares which Winston L.P. purchased under the Put
Notice in respect of the First Tranche, (B) 35,360 Shares which Winston L.P.
purchased under the Put Notice in respect of the Second Tranche, (C) 24,990
Shares issuable upon exercise of the Class A Warrants held for the account of
Winston L.P. and (D) 24,990 Shares issuable upon exercise of the Class B
Warrants held for the account of Winston L.P.
(iv) The aggregate number of Shares of which Winston
II LDC may be deemed a beneficial owner is 181,191 (approximately .92% of the
total number of Shares which would be outstanding assuming the exercise or
conversion of all convertible securities held for its account). This number
consists of (A) 67,291 Shares which Winston II LDC purchased under the Put
Notice in respect of the First Tranche, (B) 47,180 Shares which Winston II LDC
purchased under the Put Notice in respect of the Second Tranche, (C) 33,360
Shares issuable upon exercise of the Class A Warrants held for its account and
(D) 33,360 Shares issuable upon exercise of the Class B Warrants held for its
account.
(v) The aggregate number of Shares of which Winston
II LLC may be deemed a beneficial owner is 90,288 (approximately .46% of the
total number of Shares which would be outstanding assuming the exercise or
conversion of all convertible securities held for its account). This number
consists of (A) 33,506 Shares which Winston II LLC purchased under the Put
Notice in respect of the First Tranche, (B) 23,482 Shares which Winston II
L.L.C. purchased under the Put Notice in respect of the Second Tranche, (C)
16,650 Shares issuable upon exercise of the Class A Warrants held for its
account and (D) 16,650 Shares issuable upon exercise of the Class B Warrants
held for its account.
(vi) The aggregate number of Shares of which each of
CMC and Chatterjee Advisors may be deemed a beneficial owner is 271,479
(approximately 1.38% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities held for the
accounts of Winston II LDC and Winston II LLC). This number consists of (A)
181,191 Shares which Winston II LDC may be deemed to own beneficially and (B)
90,288 Shares which Winston II LLC may be deemed to own beneficially.
17
<PAGE>
(vii) The aggregate number of Shares of which Dr.
Chatterjee may be deemed a beneficial owner is 1,221,751 (approximately 6.10% of
the total number of Shares which would be outstanding assuming the exercise or
conversion of all convertible securities of which Dr. Chatterjee may be deemed
the beneficial owner). This number consists of (A) 271,479 Shares which CMC and
Chatterjee Advisors may be deemed to own beneficially, (B) 135,771 Shares which
CFM and Winston L.P. may be deemed to own beneficially and (C) 814,501 Shares
which Quantum Industrial may be deemed to own beneficially.
(viii) The aggregate number of Shares of which Mr.
Soros may be deemed a beneficial owner is 1,221,751 (approximately 6.10% of the
total number of Shares which would be outstanding assuming the exercise or
conversion of all convertible securities of which Mr. Soros may be deemed the
beneficial owner). This number consists of (A) 814,501 Shares which Quantum
Industrial may be deemed to own beneficially and (B) 407,250 Shares which
Phoenix Holdings may be deemed to own beneficially.
The percentages used herein are calculated based upon the
19,151,250 shares of Common Stock represented by the Issuer to be issued and
outstanding at June 3, 1997 in the Put Notice in respect of the Second Tranche,
dated June 3, 1997, plus with respect to each Reporting Person, the number of
Shares issuable upon exercise of the Warrants which such Reporting Person may be
deemed to own beneficially.
(2) Item 5(c) of the Prior Statement is hereby amended and
restated in its entirety as follows.
(c) Except as disclosed in Item 3, which is incorporated by
reference in this Item 5, there have been no transactions effected with respect
to the Shares since May 14, 1997 (60 days prior to the date hereof) by any of
the Reporting Persons.
18
<PAGE>
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.
July 14, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Michael C. Neus
Michael C. Neus
Attorney-in-Fact
July 14, 1997 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
its Sole General Partner
By: /s/ Michael C. Neus
Michael C. Neus
Vice President
July 14, 1997 QIH MANAGEMENT, INC.
By: /s/ Michael C. Neus
Michael C. Neus
Vice President
July 14, 1997 SOROS FUND MANAGEMENT LLC
By: /s/ Michael C. Neus
Michael C. Neus
Assistant General Counsel
July 14, 1997 GEORGE SOROS
By: /s/ Michael C. Neus
Michael C. Neus
Attorney-in-Fact
19
<PAGE>
July 14, 1997 STANLEY F. DRUCKENMILLER
By: /s/ Michael C. Neus
Michael C. Neus
Attorney-in-Fact
July 14, 1997 S-C PHOENIX HOLDINGS, LLC
By: /s/ Sean C. Warren
Sean C. Warren
Manager
July 14, 1997 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.
General Partner
By: Purnendu Chatterjee,
General Partner
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
July 14, 1997 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
July 14, 1997 WINSTON PARTNERS II LDC
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
20
<PAGE>
July 14, 1997 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its
Manager
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Manager
July 14, 1997 CHATTERJEE ADVISORS LLC
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Manager
July 14, 1997 CHATTERJEE MANAGEMENT COMPANY
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Vice President
July 14, 1997 PURNENDU CHATTERJEE
By: /s/ Peter A. Hurwitz
Peter A. Hurwitz
Attorney-in-Fact
21
<PAGE>
ANNEX B
ANNEX B of the Prior Statement is hereby amended and restated
in its entirety as follows.
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 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
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.
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