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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
CRYSTAL OIL COMPANY
_________________________________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
________________________________________________________________
(Title of Class of Securities)
229385703
_____________________________
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
65 East 55th Street, 33rd Floor
New York, New York 10022
(212) 872-1000
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 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 [ ]. (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 11 Pages
Exhibit Index: None
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SCHEDULE 13D
CUSIP NO. 229385703 PAGE 2 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (doing business as 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; PF
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 1,752,517
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,752,517
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,752,517
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
67.41%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 11 to Schedule 13D relates to shares of
Common Stock, $.01 par value, of Crystal Oil Company (the "Issuer"). The
address of the principal executive offices of the Issuer is 229 Milam Street,
Shreveport, Louisiana 71101. This Amendment No. 11 further amends the initial
statement on Schedule 13D dated January 31, 1986, as amended (the "Initial
Statement"), and is being filed to report the February 28, 1995 payment by the
Issuer of a Convertible Subordinated Note due 1997 in the principal amount of
$4,228,079. The Convertible Subordinated Note was convertible into 22,182
Shares. This Amendment No. 11 contains information that has been previously
reported in the Initial Statement and subsequent amendments thereto because this
Amendment No. 11 is the first amendment to be filed by the Reporting Person on
EDGAR. The Initial Statement is hereby further amended and supplemented as
follows:
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Mr. George Soros
("Mr. Soros" or the "Reporting Person") in his individual capacity and in his
capacity as sole proprietor of an investment advisory firm conducting business
under the name Soros Fund Management ("SFM"). This statement relates to
securities owned directly by Mr. Soros and securities held for the accounts of
Quantum Fund N.V., a Netherlands Antilles corporation ("Quantum Fund"), and
Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners").
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.
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 Fund and Quantum Partners. SFM's contracts with
its clients generally provide that SFM is responsible for designing and
implementing the clients' 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 clients' assets among them and itself.
Quantum Fund is an institutional client of SFM and has granted
investment discretion to SFM pursuant to an investment advisory contract (the
"SFM Contract"). On August 1, 1993, Quantum Fund formed Quantum Partners as a
new operating subsidiary and, effective as of such date, the SFM Contract was
amended to include Quantum Partners as a discretionary account client of SFM
(together, the "SFM Clients"). A portion of the securities held by Quantum
Fund was subsequently transferred to Quantum Partners. The principal office of
both Quantum Fund and Quantum Partners is at Kaya Flamboyan 9, Curacao,
Netherlands Antilles.
The securities of the Issuer held by Quantum Fund and Quantum
Partners were originally held by Quantum Overseas N.V. ("Overseas I") a direct,
wholly-owned subsidiary of Quantum Fund,
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and by Quantum Overseas II N.V. ("Overseas II", and together with Overseas I,
"Overseas"), a direct, wholly-owned subsidiary of Overseas I. In December
1989, Overseas II was dissolved and most of its assets, including the
securities of the Issuer that it held (as described in Item 4 herein), were
transferred to Overseas I, its sole shareholder, in a liquidating distribution.
In March 1991, Overseas I was dissolved and most of its assets (including the
securities of the Issuer that it held) were transferred to Quantum Fund, its
sole shareholder, in a liquidating distribution. These intercompany transfers
had no reporting consequences for purposes of Section 13(d) under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), as they both
involved transactions from a wholly-owned subsidiary to its parent.
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 the securities of the Issuer, held
for the respective accounts of the SFM Clients as a result of the contractual
authority of SFM to exercise investment discretion with respect to such
securities.
During the past five years, neither Mr. Soros nor 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A discussion of the consideration paid for securities of the
Issuer is summarized in Item 4 below and incorporated by reference in response
to this Item 3.
ITEM 4. PURPOSE OF TRANSACTION.
On February 2, 1987, pursuant to the Issuer's plan of
reorganization under Chapter 11 of the Bankruptcy Code, as amended, Overseas
received i) 21,226,326 shares of common stock, $.01 par value (the "Old Common
Stock"), ii) 230,345 $.125 warrants, iii) 230,345 $.15 warrants, iv) 230,345
$.25 warrants, v) 46,302,124 $.075 warrants, vi) 39,687,308 $.10 warrants, vii)
26,458,205 shares of Senior Convertible Preferred Stock (the "Senior Preferred
Stock") and viii) a Convertible Secured Note in the amount of $39,687,432.
Such securities were received in exchange for 59,551 shares of the
pre-bankruptcy common stock and $66,145,720 principal amount of 15% Senior
Secured Notes due June 15, 1995 (the "Senior Notes"). The shares of the
pre-bankruptcy common stock and the Senior Notes were the sole consideration
for the issuance of the shares of Old Common Stock and the Senior Preferred
Stock. In the aggregate, assuming conversion of all derivative securities held
by Overseas at such time, Overseas was the beneficial owner of 504,696,552
shares of Old Common Stock.
On January 28, 1988, the Issuer's articles of incorporation
were amended to provide for the reclassification of each share of the Issuer's
Old Common Stock into one two-hundredth of a share of new common stock, $.01
par value (the "New Common Stock"), and for authorization to issue up to
31,500,000 shares of New Common Stock.
Effective February 23, 1988, Overseas entered into an
agreement (the "Tripartite Agreement") with the Issuer and Crystal Acquisition
Company, Inc. ("CAC") pursuant to which the
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Issuer agreed to raise, through a series of transactions, between $24,000,000
and $31,000,000 in equity capital, to reduce the principal amount outstanding
under Non-Interest Bearing Convertible Subordinated Secured Notes due 1997 (the
"NIBC Notes") from approximately $73,000,000 to less than $28,000,000 through a
New Common Stock exchange offer and to obtain the consent of the holders of the
NIBC Notes to the release of the liens granted pursuant to the NIBC Notes.
In connection with the transactions contemplated by the
Tripartite Agreement, Overseas entered into a separate agreement with CAC,
effective as of February 23, 1988 (the "Option Agreement"), pursuant to which
CAC agreed to pay an aggregate of $1,000,000 for (a) the purchase of one-half
of the rights which Overseas was to receive in the rights offering of the New
Common Stock (the "Rights Offering"), and (b) an option exercisable at a future
date to purchase one-half of the securities of the Issuer then held by Overseas
at an exercise price of $11 million, subject to adjustment as set forth
therein. Pursuant to the Option Agreement, Overseas also agreed to grant to
CAC, at the time of the sale of the rights ("Rights") to CAC, an irrevocable
proxy, relating to all voting rights associated with the voting securities to
which the option applied, which proxy was to become effective from the
commencement of any extension in the duration of the option. Copies of the
Tripartite Agreement and the Option Agreement are attached as Exhibits D and E,
respectively, to Amendment No. 2 to the Initial Statement and are incorporated
herein by reference.
On November 18, 1988, Overseas acquired 2,579,615 shares of
New Common Stock from the Issuer in exchange for $39,686,385 face amount of
NIBC Notes at an exchange rate of 65 shares for each $1000 principal amount of
NIBC Notes.
On December 7, 1988, Overseas acquired 595,261 shares of New
Common Stock from the Issuer through conversion of 26,457,179 shares of the
Senior Preferred Stock, at a conversion rate of 0.0225 of a share of New Common
Stock for each share of Senior Preferred Stock.
On December 28, 1988, Overseas received 3,275,082 Rights to
purchase shares of New Common Stock from the Issuer pursuant to the Rights
Offering. Overseas paid no separate consideration for any of the Rights issued
in the Rights Offering.
On January 9, 1989, Overseas exercised 1,637,541 Rights and
received 3,370,059 shares of New Common Stock at an exercise price of $1.53 per
New Share from the Issuer. The source of funds was general investment funds of
Overseas.
On January 10, 1989, Overseas sold 1,637,541 Rights to CAC in
a privately-negotiated transaction pursuant to the Option Agreement.
As of July 12, 1989 Overseas and CAC entered into a new option
agreement (the "New Option Agreement"), under which CAC granted to Overseas,
for the price of $50,000, an option to purchase 8,581,603 shares of New Common
Stock (adjusted for any stock dividend, stock split or combination or similar
recapitalization of the Issuer between the date of the New Option Agreement and
the closing of such option) as well as CAC's right under Section 2.01(c) of the
Tripartite Agreement to purchase from the Issuer 1,833,457 shares of New Common
Stock (the "201(c) Rights"). The New Option Agreement provided that it was to
be exercised by Overseas during the period from August 1, 1989 through August
10, 1989, and was to be exercised only for the total number of shares covered
therein and the transfer of the 2.01(c) Rights. The total exercise price for
the shares of New Common
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Stock was $15,850,000. Overseas exercised its rights under the New Option
Agreement on August 1, 1989. A copy of the New Option Agreement is attached as
Exhibit G to Amendment No. 3 to the Initial Statement and is incorporated
herein by reference.
On July 14, 1989 Overseas and CAC entered into an amendment to
the Option Agreement (the "First Amendment"), providing that the exercise
period provided for in the Option Agreement would run from July 12, 1989
through September 29, 1989. The First Amendment also provided that the Option
Agreement would terminate if the New Option Agreement were exercised and the
transactions contemplated thereunder were completed. At the same time,
Overseas, CAC and the Issuer entered into a Fourth Amendment to Tripartite
Agreement dated as of July 12, 1989 (the "Fourth Amendment"), which provided
that CAC's acquisition of 1,833,457 shares of New Common Stock pursuant to the
2.01(c) Rights was not to occur earlier than October 2, 1989. A copy of the
First Amendment and the Fourth Amendment are attached as Exhibits H and I,
respectively, to Amendment No. 3 to the Initial Statement and are incorporated
herein by reference.
On September 15, 1989, upon the closing of the New Option
Agreement, Overseas acquired from CAC 8,581,603 New Shares, along with the
right to purchase from the Issuer 1,833,457 additional shares of New Common
Stock pursuant to Section 2.01(c) of the Tripartite Agreement, at the agreed
exercise price of $15,850,000 which was paid by means of the transfer to CAC of
$15,850,000 in principal amount of certain promissory notes payable to Overseas
by Harken Energy Corporation, an affiliate of CAC. The right to purchase
additional shares of New Common Stock pursuant to Section 2.01(c) of the
Tripartite Agreement was transferred pursuant to a letter agreement dated
September 14, 1989 among Overseas I and CAC (the "Letter Agreement"). A copy
of the Letter Agreement is attached as Exhibit J to Amendment No. 4 to the
Initial Statement and is incorporated herein by reference.
In December 1989, Mr. Soros expended $1,444,381.00 of his
personal funds to acquire from Overseas 806,470 shares of New Common Stock,
32,687,208 $.075 Warrants to purchase 163,406 shares of New Common Stock and
27,266,098 $.10 Warrants to purchase 136,330 shares of New common Stock.
As of April 21, 1992, the Issuer and Quantum Fund entered into
an Agreement (the "April 1992 Agreement"), pursuant to which: (a) Quantum Fund
agreed to purchase the shares of New Common Stock (subject to certain
adjustments) that it had the right to purchase pursuant to Section 2.01(c) of
the Tripartite Agreement (the "2.01(c) Shares") within 30 days after the
approval at the annual meeting of the Issuer's shareholders (the "Annual
Meeting") of either (i) a proposal to effect a 100 to one reclassification of
the shares of New Common Stock and a nine share to one share dividend (the
"Reclassification Proposal"); (b) Quantum Fund agreed to vote all of the shares
of New Common Stock, the shares of Senior Preferred Stock and the shares of
Series A Convertible Voting Preferred Stock, $.01 par value (the "Series A
Stock") beneficially owned by Quantum Fund for approval of the Reclassification
Proposal; and (c) the Issuer agreed to cause the 2.01(c) Shares to be listed on
the American Stock Exchange, Inc. as soon as possible after the Annual Meeting.
A copy of the April 1992 Agreement is attached as Exhibit N to Amendment No. 8
to the Initial Statement and is incorporated herein by reference.
At the Annual Meeting, the Issuer's shareholders approved the
Reclassification Proposal and on May 29, 1992 (the "Effective Date"), (a) one
new, reclassified share of common stock, $.01 par value ("Reclassified Share")
was issued to each holder of 100 shares of New Common Stock in exchange
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for such 100 shares of New Common Stock, and (b) each holder of any
Reclassified Shares received nine Reclassified Shares for each Reclassified
Share held. Pursuant to this reclassification, Quantum Fund received 1,442,026
Reclassified Shares in exchange for the 14,420,276 shares of New Common Stock
that it held prior to the reclassification and Mr. Soros received 80,647
Reclassified Shares in exchange for the 806,470 shares of New Common Stock that
he held prior to the reclassification.
Also at the Annual Meeting, the Issuer's shareholders approved
the issuance and sale of the 2.01(c) Shares to Quantum Fund, and on June 26,
1992, the Issuer issued 183,346 Reclassified Shares at a price of $15.2125 per
Reclassified Share in full satisfaction of its obligations under the Tripartite
Agreement, as amended, and the April 1992 Agreement. The number of 2.01(c)
Shares issued was adjusted pursuant to the April 1992 Agreement to reflect the
reclassification of the Shares as described in the preceding paragraph.
Quantum Fund expended a total of $2,789,151 of its general investment funds in
order to acquire such Reclassified Shares.
On March 17, 1993, Quantum Fund acquired 624,540 shares of the
Issuer's Series A Stock at a price of $0.039 per share in a transaction
executed in the over-the-counter market. Quantum Fund expended a total of
$24,357.06 of its general investment funds to purchase such Series A Stock. On
March 30, 1994, the 873,247 shares of Series A Stock held by Quantum Fund were
converted into 2,707 Reclassified Shares.
On February 28, 1995, the Issuer paid in full (i) a
Convertible Subordinated Note due 1997 (a "Convertible Note") in the principal
amount of $4,228,079 held by Quantum partners and (ii) a Convertible Note in
the principal amount of $100,000 held by Mr. Gary Gladstein, a Managing
Director of SFM and a member of the Board of Directors of the Issuer. The
Convertible Note held by Quantum Partners was convertible into 22,182 Shares
and the Convertible Note held by Mr. Gladstein was convertible into 518 Shares.
Except has set forth above, the Reporting Person acquired the
securities of the Issuer for its own account or for the account of the SFM
Clients for investment purposes, and the Reporting Person does not have any
present plans or proposals that relate to or would result in any change in the
business, policies, management, structure or capitalization of the Issuer. The
Reporting Person reserves the right to acquire additional securities of the
Issuer, to dispose 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 its general investment and trading
policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares of which Quantum Fund
may be deemed a beneficial owner is 183,346 (approximately 7.05% of the total
number of Shares outstanding).
The number of Shares of which Quantum Partners may be
deemed a beneficial owner is 1,458,551 Shares (approximately 56.10% of the
total number of Shares which would be outstanding assuming the exercise or
conversion by Quantum Partners of all of the warrants and convertible
securities of the Issuer that it holds). This number consists of (i) 1,444,720
Shares; (ii) 6,397 Shares issuable upon exercise of its 12,795,331 $.075
warrants; (iii) 5,455 Shares issuable upon exercise of its 10,911,024 $.10
warrants; and (iv) 1,979 Shares issuable upon conversion of 878,752 Shares of
Senior Preferred Stock.
The aggregate number of Shares of which Mr. Soros may
be deemed the beneficial owner is 1,752,517 (approximately 67.41% of the total
number of Shares that would be outstanding assuming the exercise or conversion
of all of the warrants and convertible securities of the Issuer beneficially
owned by Mr. Soros). This number includes (i) 80,647 Shares owned directly;
(ii) 16,340 Shares issuable upon exercise of the 32,681,208 $.075 warrants held
by Mr. Soros; (iii) 13,633
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Shares issuable upon exercise of the 27,266,098 $.10 warrants held by Mr.
Soros; and (iv) the 1,641,897 Shares beneficially owned by Quantum Fund and
Quantum Partners as described above.
Gary Gladstein, a Managing Director of SFM and a
member of the Board of Directors of the Issuer, owns 2,100 Shares.
(b) SFM has the sole power to direct the voting and
disposition of the Shares held by Quantum Fund. Mr. Soros has the sole power
to vote and to dispose of the Shares he owns directly.
(c) Except as described in Item 4 hereof, which is
incorporated in this Item 5(c) by reference, there have been no transactions in
the Shares effected since January 9, 1995 (the 60 days prior to the date
hereof).
(d) The shareholders of the SFM Clients have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held by the respective SFM Clients (including the Shares) in
accordance with their respective share ownership interests in the SFM Clients.
Mr. Soros has the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities held directly by him.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth above and as described in Item 4 hereto,
the Reporting Person does not currently have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint Filing Agreement, dated as of March 23, 1987 by
and between Quantum Overseas N.V. and Mr. George Soros (filed as Exhibit A to
the Initial Statement and incorporated herein by reference).
(b) Power of Attorney dated March 23, 1987 granted by
Quantum Overseas N.V. in favor of Mr. George Soros and Mr. Gary Gladstein
(filed as Exhibit B to the Initial Statement and incorporated herein by
reference).
(c) Power of Attorney dated January 27, 1987, granted by
Mr. George Soros in favor of Mr. Gary Gladstein (filed as Exhibit C to the
Initial Statement are incorporated herein by reference).
(d) Tripartite Agreement dated as of February 12, 1988
among Crystal Oil Company, Crystal Acquisition Company, Inc., Quantum Overseas
N.V. and Quantum Overseas II N.V. (filed as Exhibit D to Amendment No. 2 to the
Initial Statement and incorporated herein by reference).
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(e) Option Agreement dated as of February 12, 1988,
between Crystal Acquisition Company, Inc. and Quantum Overseas N.V. and Quantum
Overseas II N.V. (filed as Exhibit E to the Initial Statement and incorporated
herein by reference).
(f) Power of Attorney dated January 3, 1989 granted by
Mr. George Soros in favor of Mr. Gary Gladstein (filed as Exhibit F to
Amendment No. 3 to the Initial Statement and incorporated herein by reference).
(g) Option Agreement dated as of July 12, 1989 among
Quantum Overseas N.V., Quantum Overseas II N.V. and Crystal Acquisition
Company, Inc. (filed as Exhibit G to Amendment No. 3 to the Initial Statement
and incorporated herein by reference).
(h) First Amendment to Option Agreement dated as of July
12, 1989 among Quantum Overseas N.V., Quantum Overseas II N.V. and Crystal
Acquisition Company, Inc. (filed as Exhibit H to Amendment No. 3 to the Initial
Statement and incorporated herein by reference).
(i) Fourth Amendment to Tripartite Agreement dated as of
July 12, 1989 among Crystal Oil Company, Quantum Overseas N.V., Quantum
Overseas II N.V. and Crystal Acquisition Company, Inc. (filed as Exhibit I to
Amendment No. 3 to the Initial Statement and incorporated herein by reference).
(j) Letter Agreement dated September 14, 1989 among
Crystal Acquisition Company, Inc., Quantum Overseas N.V. and Quantum Overseas
II N.V. (filed as Exhibit J to Amendment No. 4 to the Initial Statement and
incorporated herein by reference).
(k) Joint filing Agreement dated as of May 12, 1993 by
and between Quantum Fund N.V. and Mr. George Soros (filed as Exhibit K to the
Amendment No. 8 to the Initial Statement and incorporated herein by reference).
(l) Power of Attorney dated May 19, 1992 granted by
Quantum Fund N.V. in favor of Mr. George Soros, Mr. Gary Gladstein and Mr. Sean
Warren (filed as Exhibit L to Amendment No. 8 to the Initial Statement and
incorporated herein by reference).
(m) Power of Attorney dated December 11, 1991 granted by
Mr. George Soros in favor of Mr. Sean C. Warren (filed as Exhibit M to
Amendment No. 8 to the Initial Statement and incorporated herein by reference).
(n) Letter Agreement dated April 21, 1992 by and between
Crystal Oil Company and Quantum Fund N.V. (filed as Exhibit N to Amendment No.
8 to the Initial Statement and incorporated herein by reference).
(o) Voting Trust Agreement dated as of November 4, 1994
by and among Quantum Fund N.V., Quantum Partners LDC, Mr. George Soros and Mr.
James R. Bauman as the Voting Trustee (filed as Exhibit B to Amendment No. 9 to
the Initial Statement and incorporated herein by reference).
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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: March 10, 1995 GEORGE SOROS
/s/ Sean C. Warren
By:________________________________
Sean C. Warren
Attorney-in-Fact
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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
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.
E:\DO\SEC\CRYSTAL.N12
