UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SYBASE INC.
----------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
--------------------------------------
(Title of Class of Securities)
871130100
---------------
(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)
November 21, 1996
----------------------------------------
(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 32 Pages
Exhibit Index: Page 26
- -----------------
** A filing fee is not being paid with this statement pursuant to SEC Release
No. 33-7331 whereby the filing fee has been eliminated for Schedule 13D.
<PAGE>
SCHEDULE 13D
CUSIP No. 871130100 Page 2 of 32 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MR. GEORGE SOROS (in the capacities described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF; 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 2,088,200
Shares
Beneficially 8 Shared Voting Power
Owned By 88,200
Each
Reporting 9 Sole Dispositive Power
Person 2,088,200
With
10 Shared Dispositive Power
88,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,176,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.85%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 871130100 Page 3 of 32 Pages
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 88,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
88,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
88,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.12%
14 Type of Reporting Person*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 871130100 Page 4 of 32 Pages
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 88,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
88,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
88,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.12%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 871130100 Page 5 of 32 Pages
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 88,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
88,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
88,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.12%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 871130100 Page 6 of 32 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 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 1,174,697
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,174,697
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,174,697
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.54%
14 Type of Reporting Person*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 871130100 Page 7 of 32 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 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 584,103
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 584,103
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
584,103
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.76%
14 Type of Reporting Person*
IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 871130100 Page 8 of 32 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 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 1,758,800
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,758,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,758,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.30%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 871130100 Page 9 of 32 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 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 1,758,800
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,758,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,758,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.30%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 871130100 Page 10 of 32 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DR. PURNENDU CHATTERJEE (in the capacities 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 1,758,800
Shares
Beneficially 8 Shared Voting Power
Owned By 88,200
Each
Reporting 9 Sole Dispositive Power
Person 1,758,800
With
10 Shared Dispositive Power
88,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,847,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.42%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 32 Pages
This Statement on Schedule 13D (the "Statement") relates to
shares of Common Stock, $.001 par value per share (the "Shares"), of Sybase Inc.
(the "Issuer"). This Statement is being filed by the Reporting Persons (as
defined below) to report recent acquisitions of Shares of the Issuer as a result
of which the Reporting Persons may be deemed to be the beneficial owners of more
than 5% of the outstanding Shares.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Shares. The address of the
principal executive offices of the Issuer is 6475 Christie Avenue, Emeryville,
California 94608.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Mr. George Soros ("Mr. Soros"), in his individual capacity,
in his capacity as the sole proprietor of SFM (as defined below) and in his
capacity as sole stockholder of QIH Management, Inc.;
(ii) Quantum Industrial Partners LDC ("QIP");
(iii) QIH Management Investor, L.P. ("QIHMI");
(iv) QIH Management, Inc. ("QIH Management");
(v) Winston Partners II LDC ("Winston LDC");
(vi) Winston Partners II LLC ("Winston LLC");
(vii) Chatterjee Advisors LLC ("Chatterjee Advisors");
(viii) Chatterjee Management Company ("Chatterjee Management");
and
(ix) Dr. Purnendu Chatterjee ("Dr. Chatterjee"), in his capacity
as a sub-investment advisor to QIP and in his capacity as the person ultimately
in control of each of Chatterjee Advisors and Chatterjee Management.
The Reporting Persons
Mr. Soros, QIP, QIHMI and QIH Management
- ----------------------------------------
Mr. Soros is filing this Statement in his capacity as (a) an
individual investor; (b) the sole proprietor of an investment advisory firm
conducting business under the name Soros Fund Management ("SFM") and; (c) the
sole stockholder of QIH Management.
SFM is a sole proprietorship of which Mr. Soros is the sole
proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106. Its principal business is to serve, pursuant to contract,
<PAGE>
Page 12 of 32 Pages
as the principal investment manager to several foreign investment companies (the
"SFM Clients"), including Quantum Fund N.V. ("Quantum Fund"), the principal
operating subsidiary of which is Quantum Partners LDC ("Quantum Partners"). Each
of Quantum Fund, a Netherlands Antilles company, and Quantum Partners, a Cayman
Islands exempted limited duration company, has its principal office at Kaya
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Quantum Fund has granted
investment discretion to SFM pursuant to an investment advisory contract with
SFM.
SFM's contracts with the SFM Clients, including Quantum Fund,
generally provide that SFM is responsible for designing and implementing the SFM
Clients' overall investment strategies; for conducting direct portfolio
management strategies to the extent that SFM 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.
The principal occupation of Mr. Soros, a United States 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 and 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 "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 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.
During the past five years, none of Mr. Soros, Quantum Partners
and, to the best knowledge of the Reporting Persons, any person identified in
Annex A hereto has been: (a) convicted in a criminal proceeding; or (b) a party
to any civil proceeding as a result of which any of them 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.
QIP is a Cayman Islands exempted limited duration company with
its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. The principal business of QIP is investment in securities. Current
information concerning the identity and background of the directors and officers
of QIP is set forth in Annex B hereto, which is incorporated by reference in
response to this Item 2.
The majority of the outstanding shares of QIP are held by Quantum
Industrial Holdings Ltd., a British Virgin Islands international business
company ("QIH"). The principal business of QIH is investment and trading in
securities and other assets, both directly and indirectly through its investment
in QIP. The principal address of QIH is Kaya Flamboyan 9, Willemstad, Curacao,
Netherlands Antilles.
QIHMI, a Delaware limited partnership, is vested with investment
discretion with respect to the portfolio assets held for the account of QIP
pursuant to the constituent documents of QIP. The principal business of QIHMI is
to provide management and advisory services to, and to invest in, QIP. QIH
Management, a Delaware corporation of which Mr. Soros is the sole stockholder,
is the sole general partner of QIHMI. The principal business of QIH Management
is to serve as the sole general partner of QIHMI. QIHMI and QIH Management have
their principal offices at 888 Seventh Avenue, 33rd Floor, New York, New York
10106. QIHMI, by reason of its investment discretion over the securities owned
by QIP, and QIH Management, as the sole general partner of QIHMI, may each be
deemed the beneficial owner of securities (including the Shares) held for the
account of QIP for purposes of Section 13(d) of the Act.
<PAGE>
Page 13 of 32 Pages
Mr. Soros is the sole stockholder and person ultimately in
control of QIH Management. Pursuant to regulations promulgated under Section
13(d) of the Act, Mr. Soros (as the sole stockholder and the person ultimately
in control of QIH Management, the sole general partner of QIHMI) may be deemed a
beneficial owner of securities (including Shares) held for the account of QIP.
During the past five years, none of QIP, QIHMI, QIH Management
and, to the best knowledge of the Reporting Persons, any person identified in
Annex B hereto has been (a) convicted in a criminal proceeding; or (b) a party
to any civil proceeding as a result of which any of them 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 LDC, Winston LLC, Chatterjee Advisors and Chatterjee Management
- -----------------------------------------------------------------------
Winston LDC is a Cayman Islands exempted limited duration company
with its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. Winston LDC was organized as the operating unit of Winston Partners II
Offshore Ltd., an open-end investment company incorporated in the British Virgin
Islands ("Winston Offshore"). Winston Offshore invests all of its assets in
Winston LDC, and is the largest shareholder in Winston LDC. Chatterjee Advisors
and Chatterjee Fund Investors LDC (an affiliate of Chatterjee Advisors) are also
shareholders of Winston LDC. The principal business of Winston LDC is investing
in securities.
Winston LLC is a limited liability company formed under the laws
of the State of Delaware with its principal office at 888 Seventh Avenue, 30th
Floor, New York, New York 10106. Chatterjee Advisors and Chatterjee Fund
Investors LDC ("Chatterjee Investors", an affiliate of Chatterjee Advisors) are
also shareholders of Winston LLC. The principal business of Winston LLC is
investing in securities.
Chatterjee Advisors, a Delaware limited liability company that is
managed and controlled by Dr. Chatterjee, serves as the manager, and is
responsible for supervising the operations, of each of Winston LDC and Winston
LLC. The principal office of Chatterjee Advisors is located at 888 Seventh
Avenue, 30th Floor, New York, New York 10106. Chatterjee Management, a Delaware
corporation that is managed and controlled by Dr. Chatterjee, serves as
investment advisor to each of Winston LDC and Winston LLC pursuant to investment
management contracts between Chatterjee Management, Chatterjee Advisors and each
of Winston LDC and Winston LLC. As such, Chatterjee Management has full
discretion and authority to make investments in securities (including the
Shares) on behalf of each of Winston LDC and Winston LLC. The principal office
of Chatterjee Management is located at 888 Seventh Avenue, 30th Floor, New York,
New York 10106.
Chatterjee Advisors, as the manager of each of Winston LDC and
Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
and dispositive power over securities held for the accounts of Winston LDC and
Winston LLC, may each be deemed to be the beneficial owner of securities
(including the Shares) held for the account of each of Winston LDC and Winston
LLC for purposes of Section 13(d) of the Act.
During the past five years, none of Winston LDC, Winston LLC,
Chatterjee Advisors, Chatterjee Management, Chatterjee Investors and Winston
Offshore has been: (a) convicted in a criminal proceeding; or (b) a party to any
civil proceeding as a result of which any of them 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.
<PAGE>
Page 14 of 32 Pages
Dr. Chatterjee
- --------------
The principal occupation of Dr. Chatterjee, a United States
citizen, is as an investment manager. Dr. Chatterjee has his principal place of
business at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Pursuant
to regulations promulgated under Section 13(d) of the Act, Dr. Chatterjee (as
manager and the person ultimately in control of Chatterjee Advisors and
Chatterjee Management) may be deemed to be the beneficial owner of securities
held for the account of each of Winston LDC and Winston LLC. In addition, by
virtue of his position as a sub-investment advisor to QIP, Dr. Chatterjee may be
deemed to be a beneficial owner of Shares held for the account of QIP.
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 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 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Soros expended approximately $10,174,448 of his personal
funds to purchase the Shares which are reported herein as having been purchased
for his account over the last 60 days. Quantum Partners expended approximately
$1,496,491 of its working capital to purchase the Shares which are reported
herein as having been purchased for its account over the last 60 days. QIP
expended approximately $1,496,491 of its working capital to purchase the Shares
which are reported herein as having been purchased for its account over the last
60 days. Winston LDC expended approximately $7,461,537 of its working capital to
purchase the Shares which are reported herein as having been purchased for its
account over the last 60 days. Winston LLC expended approximately $3,707,187 of
its working capital to purchase the Shares which are reported herein as having
been purchased for its account over the last 60 days.
The Shares held for the accounts of the Reporting Persons and
Quantum Partners 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 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.
All of the Shares reported herein as having been acquired for the
accounts of the Reporting Persons and Quantum Partners were acquired for
investment purposes. Neither the Reporting Persons, nor, to the best knowledge
of the Reporting Persons, 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. The Reporting Persons reserve the right to acquire additional securities of
the Issuer, to dispose of such securities at any time or to formulate other
<PAGE>
Page 15 of 32 Pages
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,
market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) The aggregate number of Shares of which Mr. Soros may be
deemed beneficial owner is 2,176,400 (approximately 2.85% of the total number of
Shares outstanding). This number includes (A) 1,800,000 Shares held for Mr.
Soros' personal account, (B) 288,200 Shares held for the account of Quantum
Partners, and (C) 88,200 Shares held for the account of QIP.
(ii) The aggregate number of Shares of which each of QIP, QIHMI
and QIH Management may be deemed beneficial owner is 88,200. The 88,200 Shares
are held for the account of QIP.
(iii) The aggregate number of Shares of which Winston LDC may be
deemed beneficial owner is 1,174,697 (approximately 1.54% of the total number of
Shares outstanding).
(iv) The aggregate number of Shares of which Winston LLC may be
deemed beneficial owner is 584,103 (approximately .76% of the total number of
Shares outstanding).
(v) The aggregate number of Shares of which each of Chatterjee
Advisors and Chatterjee Management may be deemed beneficial owner is 1,758,800
(approximately 2.30% of the total number of Shares outstanding). This number
consists of (i) 1,174,697 Shares held for the account of Winston LDC, and (ii)
584,103 Shares held for the account of Winston LLC.
(vi) The aggregate number of Shares of which Dr. Chatterjee may
be deemed beneficial owner is 1,847,000 (approximately 2.42% of the total number
of Shares outstanding). This number consists of (i) 1,174,697 Shares held for
the account of Winston LDC, (ii) 584,103 Shares held for the account of Winston
LLC, and (iii) 88,200 Shares held for the account of QIP.
In addition, 7,000 Shares are held for the account of Mr. Gary
Gladstein, a Managing Director of SFM. Mr. Gladstein hereby expressly disclaims
(1) any group status for Section 13(d) purposes with any of the Reporting
Persons, and (2) beneficial ownership of any Shares of which the Reporting
Persons may be deemed the beneficial owners. Each Reporting Person expressly
disclaims beneficial ownership of any Shares not directly held for their
individual accounts or over which they do not have voting or investment
discretion.
(b) (i) Mr. Soros has the sole power to vote and dispose of the
1,800,000 Shares held for his account.
(ii) Pursuant to the terms of the contract between Quantum
Partners and SFM, Mr. Soros, in his capacity as sole proprietor of SFM may be
deemed to have sole power to direct the voting and disposition of securities
held for the account of Quantum Partners, including the 288,200 Shares held for
the account of Quantum Partners.
(iii) QIP may be deemed to have shared power to direct the voting
and disposition of the securities that are held for its account, including the
88,200 Shares. Each of QIHMI, QIH Management, Mr. Soros (in his capacity as sole
stockholder of QIH Management, the sole general partner of QIHMI) and Dr.
Chatterjee (in his capacity as a sub-investment advisor to QIP) may be deemed to
have the shared power to direct the voting and disposition of the securities
held for the account of QIP, including the Shares.
<PAGE>
Page 16 of 32 Pages
(iv) Each of Winston LDC and Winston LLC may be deemed to have
the sole power to vote and dispose of the Shares held for its separate account.
Such powers will be exercised by Dr. Chatterjee, in his capacity as the person
ultimately in control of both Chatterjee Advisors and Chatterjee Management.
(c) A schedule (the "Schedule") identifying all transactions in
the Shares effected for the account of each of Mr. Soros, Quantum Partners, QIP,
Winston LDC and Winston LLC since October 2, 1996 (sixty days prior to the date
hereof) is included as Annex C hereto and is incorporated by reference in
response to this Item 5(c). Each of the transactions was executed in
conventional brokerage transactions in the over-the-counter market. Included in
the Schedule are covers of short sales of the Shares made for the accounts of
Quasar International Partners C.V. ("Quasar") and Quota Fund N.V. ("Quota"),
both of which had granted investment discretion to SFM, pursuant to separate
investment advisory contracts, which, in turn, granted investment discretion to
Furman-Selz LLC. Because of the short sale covers made on behalf of Quasar and
Quota within the past 60 days, none of the accounts of Quasar and Quota
currently hold any Shares. Therefore, their positions are not reported herein.
Except for the transactions listed in Annex C, and as otherwise
disclosed in this Item 5(c), there have been no transactions in the Shares since
October 2, 1996 (sixty days prior to the date hereof) by any of the Reporting
Persons or other persons identified in response to Item 2 herein.
(d) (i) Mr. Soros has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, securities, including
the Shares, held by Mr. Soros.
(ii) The shareholders of Quantum Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities, including the Shares, held by Quantum Partners in accordance with
their ownership interests in Quantum Partners.
(iii) The shareholders of QIP have the right to participate in
the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held by QIP in accordance with their ownership interests
in QIP.
(iv) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held by Winston LDC in accordance with their ownership interests in
Winston LDC.
(v) The shareholders of Winston LLC have the right to participate
in the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held by Winston LLC in accordance with their ownership
interests in Winston LLC.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER.
From time to time, each of the Reporting Persons and Quantum
Partners 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
<PAGE>
Page 17 of 32 Pages
and to retain dividends during the term of the loan. From time to time to the
extent permitted by applicable laws, the Reporting Persons and Quantum Partners
may borrow securities, including 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 disclosed above, the Reporting Persons 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 April 16, 1996, granted by Mr.
George Soros in favor of Mr. Sean C. Warren.
(b) Joint Filing Agreement, dated as of December 2, 1996, by and
among Mr. Soros, QIP, QIHMI, QIH Management, Winston LDC, Winston LLC,
Chatterjee Advisory, Chatterjee Management and Dr. Chatterjee.
(c) Power of Attorney, dated May 23, 1996, granted by QIP in
favor of Mr. Gary Gladstein and Mr. Sean Warren and Mr. Michael Neus.
(d) Power of Attorney, dated May 31, 1995, granted by Dr.
Chatterjee in favor of Mr. Peter Hurwitz.
(e) Power of Attorney, dated October 25, 1996, granted by Winston
Partners II LDC in favor of Mr. Peter A Hurwitz.
<PAGE>
Page 18 of 32 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: December 2, 1996 GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
Date: December 2, 1996 QUANTUM INDUSTRIAL PARTNERS, LDC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
Date: December 2, 1996 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
its Sole General Partner
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Vice President
Date: December 2, 1996 QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Vice President
Date: December 2, 1996 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 19 of 32 Pages
Date: December 2, 1996 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Manager
Date: December 2, 1996 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Manager
Date: December 2, 1996 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Vice President
Date: December 2, 1996 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 20 of 32 Pages
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
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
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, 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>
Page 21 of 32 Pages
<TABLE>
<CAPTION>
ANNEX B
DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL PARTNERS LDC
Name/Title/Citizenship Principal Occupation Business Address
<S> <C> <C>
Curacao Corporation Company N.V. Managing Director of Netherlands Kaya Flamboyan 9
Managing Director Antilles corporation Willemstad Curacao,
Netherlands Antilles Netherlands Antilles
Inter Caribbean Services Limited Administrative services Citco Building
Secretary Wickhams Cay
British Virgin Islands) Road Town
Tortola
British Virgin Islands
</TABLE>
<PAGE>
Page 22 of 32 Pages
<TABLE>
<CAPTION>
ANNEX C
RECENT TRANSACTION IN THE SHARES OF
SYBASE INC.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
George Soros 10/03/96 Buy 12,500 14.000
10/03/96 Buy 12,500 13.613
10/17/96 Buy 75,000 18.415
10/17/96 Buy 25,000 18.895
10/17/96 Buy 100,000 18.825
10/17/96 Buy 500 18.148
10/18/96 Buy 30,000 18.229
10/18/96 Buy 25,000 17.750
10/18/96 Buy 10,000 17.625
10/18/96 Buy 73,400 18.465
10/21/96 Buy 15,800 19.480
10/21/96 Buy 38,400 19.520
10/22/96 Buy 17,500 19.179
10/22/96 Buy 68,100 18.833
10/22/96 Buy 25,000 19.375
10/23/96 Buy 5,000 18.875
10/23/96 Buy 2,300 18.625
10/23/96 Buy 14,000 18.679
</TABLE>
<PAGE>
Page 23 of 32 Pages
<TABLE>
<CAPTION>
ANNEX C (continued)
RECENT TRANSACTION IN THE SHARES OF
SYBASE INC.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Quantum Partners LDC 11/20/96 Buy 9,450 16.585
11/21/96 Buy 22,500 17.000
11/05/96 Buy 56,250 17.018
Quasar International
Partners C.V. 10/04/96 Short Sale Cover 3,000 14.411
10/07/96 Short Sale Cover 2,500 15.745
10/18/96 Short Sale 7,000 18.127
11/08/96 Short Sale Cover 3,500 16.475
11/11/96 Short Sale Cover 3,500 16.949
Quota Fund 10/04/96 Short Sale Cover 3,000 14.438
10/07/96 Short Sale Cover 2,500 15.745
10/18/96 Short Sale 7,000 18.127
11/08/96 Short Sale Cover 3,500 16.475
11/11/96 Short Sale Cover 3,500 16.949
QIP 11/20/96 Buy 9,450 16,585
11/21/96 Buy 22,500 17.000
11/21/96 Buy 56,250 17.018
</TABLE>
<PAGE>
Page 24 of 32 Pages
<TABLE>
<CAPTION>
ANNEX C (continued)
RECENT TRANSACTION IN THE SHARES OF
SYBASE INC.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Winston Partners II LDC 10/03/96 Buy 8,300 14.000
10/03/96 Buy 8,300 13.613
10/17/96 Buy 50,250 18.415
10/17/96 Buy 16,750 18.895
10/17/96 Buy 67,000 18.825
10/17/96 Buy 335 18.148
10/18/96 Buy 20,000 18.229
10/18/96 Buy 16,700 17.750
10/18/96 Buy 6,700 17.625
10/18/96 Buy 48,900 18.465
10/21/96 Buy 10,500 19.480
10/21/96 Buy 25,600 19.520
10/22/96 Buy 11,700 19.179
10/22/96 Buy 45,400 18.833
10/22/96 Buy 16,700 19.375
10/23/96 Buy 3,300 18.875
10/23/96 Buy 1,500 18.625
10/23/96 Buy 9,400 18.679
11/20/96 Buy 4,200 16.585
11/21/96 Buy 10,050 17.000
11/21/96 Buy 25,125 17.018
</TABLE>
<PAGE>
Page 25 of 32 Pages
<TABLE>
<CAPTION>
ANNEX C (continued)
RECENT TRANSACTION IN THE SHARES OF
SYBASE INC.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Winston Partners II LLC 10/03/96 Buy 4,200 14.000
10/03/96 Buy 4,200 13.613
10/17/96 Buy 25,750 18.415
10/17/96 Buy 8,250 18.895
10/17/96 Buy 33,000 18.825
10/17/96 Buy 165 18.148
10/18/96 Buy 10,000 18.229
10/18/96 Buy 8,300 17.750
10/18/96 Buy 3,300 17.625
10/18/96 Buy 24,400 18.465
10/21/96 Buy 5,300 19.480
10/21/96 Buy 12,800 19.520
10/22/96 Buy 5,800 19.179
10/22/96 Buy 22,700 18.833
10/22/96 Buy 8,300 19.375
10/23/96 Buy 1,700 18.875
10/23/96 Buy 800 18.625
10/23/96 Buy 4,700 18.679
11/20/96 Buy 2,100 16.585
11/21/96 Buy 4,950 17.000
11/21/96 Buy 12,375 17.018
</TABLE>
<PAGE>
Page 26 of 32 Pages
INDEX OF EXHIBITS
A Power of Attorney, dated April 16, 1996,
granted by Mr. George Soros in favor of
Mr. Sean C. Warren.
B Joint Filing Agreement, dated as of December
2, 1996, by and among Mr. Soros, QIP, QIHMI,
QIH Management, Winston LDC, Winston LLC,
Chatterjee Advisory, Chatterjee Management and
Dr. Chatterjee.
C Power of Attorney, dated May 23, 1996, granted
by QIP in favor of Mr. Gary Gladstein, Mr. Sean
Warren and Mr. Michael Neus.
D Power of Attorney, dated May 31, 1995, granted
by Dr. Chatterjee in favor of Mr. Peter Hurwitz.
E Power of Attorney, dated October 25, 1996,
granted by Winston Partners II LDC in favor of
Mr. Peter A Hurwitz.
Page 27 of 32 Pages
EXHIBIT A
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, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management, 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 this 16th of April, 1996.
/s/ George Soros
----------------------------------
GEORGE SOROS
Page 28 of 32 Pages
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Sybase Inc. dated December 2, 1996 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: December 2, 1996 GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
Date: December 2, 1996 QUANTUM INDUSTRIAL PARTNERS, LDC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
Date: December 2, 1996 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
its Sole General Partner
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Vice President
Date: December 2, 1996 QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Vice President
<PAGE>
Page 29 of 32 Pages
Date: December 2, 1996 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: December 2, 1996 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC
its Manager
By: /S/ PETER HURWITZ
-------------------------------
Peter Hurwitz
Manager
Date: December 2, 1996 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-------------------------------
Peter Hurwitz
Manager
Date: December 2, 1996 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-------------------------------
Peter Hurwitz
Vice President
Date: December 2, 1996 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-------------------------------
Peter Hurwitz
Attorney-in-Fact
Page 30 of 32 Pages
EXHIBIT C
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS
LDC (the "Company"), an exempted limited duration company existing and operating
under the laws of the Cayman Islands does, pursuant to a duly adopted resolution
of its Managing Director, hereby designate, constitute and appoint:
GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS
acting, singly and not jointly, as its true and lawful agent and attorney in
fact for the purpose of executing in its name, 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.
Each attorney-in-fact is hereby authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing. All prior acts of each attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd
day of May, 1996.
QUANTUM INDUSTRIAL PARTNERS LDC
Curacao Corporation Company N.V.
Managing Director
Page 31 of 32 Pages
EXHIBIT D
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 13(d)-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 32 of 32 Pages
EXHIBIT E
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned, Winston Partners II LDC
(the "Company"), a Cayman Islands exempted limited duration company, hereby
makes, constitutes and appoints PETER A. HURWITZ as the Company's agent and
attorney in fact for the purpose of executing on behalf of the Company, 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 the
Company.
IN WITNESS WHEREOF, the Company has executed this instrument this 25th day of
October, 1996.
WINSTON PARTNERS II LDC
By: /s/ Kieran Conroy /s/ Wiekert Weber
--------------------------------------------
Name: Kieran Conroy / Wiekert Weber
