<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
THE PERKIN-ELMER CORPORATION
----------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 Par Value
----------------------------------------------------------------
(Title of Class of Securities)
714041-10-0
-------------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
65 East 55th Street
New York, New York 10022
(212) 872-1000
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 6, 1994
---------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Continued on following page(s)
Page 1 of 21 Pages
Exhibit Index: Page 16
- ----------------------------
* Initial filing with respect to Quantum Industrial Partners LDC, QIH
Management Investor, L.P. and QIH Management, Inc.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 2 OF 21 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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,035,775
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
4.6%
14 Type of Reporting Person*
IC, OO
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 3 OF 21 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
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,035,775
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,035,775
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,035,775
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
4.6%
14 Type of Reporting Person*
IA; PN
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 4 OF 21 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
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,035,775
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,035,775
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,035,775
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
4.6%
14 Type of Reporting Person*
CO
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 5 OF 21 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS
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 542,382
Shares
Beneficially 8 Shared Voting Power
Owned By 2,873,831
Each
Reporting 9 Sole Dispositive Power
Person 542,382
With
10 Shared Dispositive Power
2,873,831
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,416,213
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
7.8%
14 Type of Reporting Person*
IA; IN
<PAGE> 6
Page 6
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 6 OF 21 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
AF, PF
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 393,136
Shares
Beneficially 8 Shared Voting Power
Owned By 2,035,775
Each
Reporting 9 Sole Dispositive Power
Person 393,136
With
10 Shared Dispositive Power
2,035,775
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,428,911
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
5.5%
14 Type of Reporting Person*
IA; IN
<PAGE> 7
Page 7
This Amendment No. 9 to Schedule 13D relates to the Shares (the
"Shares") of Common Stock, par value $1.00 per share, issued by The
Perkin-Elmer Corporation (the "Issuer"). This Amendment No. 9 further amends
the initial statement on Schedule 13D filed on January 7, 1991 (the "Initial
Statement") and is being filed to report a recent transfer of Shares previously
acquired by one of the Reporting Persons for the account of one of its
institutional clients to a newly-formed institutional client managed by a
newly-formed affiliate of such Reporting Person. This statement constitutes an
initial statement for the newly-formed entities, as more fully set forth
herein. Reference is made to Amendment No. 8 to the Initial Statement (which
amended and restated the Initial Statement, as amended) for certain defined
terms not otherwise defined herein. Amendment No. 8 is hereby amended and
supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of:
(1) Quantum Industrial Partners LDC, a Cayman Islands limited
duration company ("QI Partners");
(2) QIH Management Investor, L.P., an investment advisory firm
organized as a Delaware limited partnership ("QIHMI");
(3) QIH Management, Inc., a Delaware corporation and sole general
partner of QIHMI;
(4) Mr. George Soros in his personal capacity and in his capacity
as sole shareholder of QIH Management, Inc., the sole general partner of QIHMI
("Mr. Soros"); and
(5) Mr. Purnendu Chatterjee ("Mr. Chatterjee") in his personal
capacity, in his capacity as Sub-Advisor to QI Partners and in his capacity as
sole general partner of Chatterjee Fund Management, L.P. which is the sole
general partner of Winston Partners, L.P. ("Winston")
(the "Reporting Persons").
The Reporting Persons
QUANTUM INDUSTRIAL PARTNERS LDC
This statement relates to Shares originally acquired at the direction
of SFM for the account of Quantum Fund which were subsequently transferred to
Quantum Partners as of August 1, 1993. As of April 6, 1994, all of the Shares
held for the account of Quantum Partners were transferred to QI Partners, a
newly-formed Cayman Islands limited duration company of which a majority of the
outstanding shares are held by Quantum Industrial Holdings Limited, a
newly-formed British Virgin Islands international business company ("Quantum
Industrial" and together with QI Partners, the "Quantum Industrial Entities").
The principal business of QI Partners is investment in securities. The
principal business of Quantum Industrial is investment and trading in
securities and other assets, both directly and indirectly through its
investment in QI Partners. The principal office of the Quantum Industrial
Entities is located at Kaya Flamboyan 9, Curacao, Netherlands Antilles. Current
information concerning the identity and background of the directors and
officers of the Quantum Industrial Entities is set forth in Annex A hereto,
which is incorporated herein by reference in response to this Item 2.
During the past five years, neither of the QI Industrial Entities has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which any one of them has been subject to a
<PAGE> 8
Page 8
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.
QIHMI, QIH MANAGEMENT, INC. AND MR. SOROS
QIHMI, an affiliate of SFM, holds the remaining outstanding shares of,
and, pursuant to the constituent documents of QI Partners, is vested with
investment discretion with respect to the portfolio assets held for the account
of, QI Partners. However, any proposed investment in excess of $30 million is
subject to the approval of the investment advisory committee of QI Partners,
currently comprised of two individuals, Mr. Kenneth G. Langone and Mr. Paul
Soros. QIHMI, by reason of such investment discretion, may be considered a
beneficial owner of securities held by QI Partners (including the Shares) for
purposes of Section 13(d) of the Exchange Act.
The principal business of QIHMI is to provide management and advisory
services to, and to invest in, QI Partners. The sole business of QIH
Management, Inc., of which Mr. Soros is the sole shareholder, is to serve as
the sole general partner of QIHMI. QIH Management, Inc., as the sole general
partner of QIHMI, and Mr. Soros, as the sole shareholder of QIH Management,
Inc., a Delaware corporation and the sole general partner of QIHMI, may also be
deemed beneficial owners of securities held by QI Partners (including the
Shares) for purposes of Section 13(d) of the Exchange Act. QIHMI has the
authority to delegate portions of the investment program of QI Partners to
sub-advisors. QIHMI and QIH Management, Inc. have their principal office at
888 Seventh Avenue, New York, New York 10106.
During the past five years, none of QIHMI, QIH Management, Inc. nor Mr.
Soros has been (a) convicted in a criminal proceeding, or (b) a party to any
civil proceeding as a result of which any one 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. Current information
concerning the identity and background of the directors and officers of QIH
Management, Inc. is set forth in Annex B hereto, which is incorporated herein
by reference.
WINSTON, CHATTERJEE FUND MANAGEMENT AND MR. CHATTERJEE
Effective as of April 6, 1994, Mr. Chatterjee was appointed by QIHMI as
a sub-advisor of QI Partners with respect to the Shares of the Issuer currently
reported as being held for the account of QI Partners. Pursuant to the
regulations promulgated under Section 13(d) of the Exchange Act, Mr. Chatterjee
as a sub-advisor of QI Partners with respect to the Shares held for the account
of QI Partners may be deemed a "beneficial owner" of such Shares.
Mr. Chatterjee has also provided advice to Mr. Soros relating to his
personal investment in Shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares were transferred by Quantum Partners to QI Partners
at an aggregate price equal to $66,162,687.50 in exchange for shares of QI
Partners, which were issued as part of the "Quantum Industrial Distribution"
(as described in Item 6 hereof).
QI Partners holds the Shares in margin accounts maintained for it
with Arnhold and S. Bleichroeder, Inc., which extends margin credit to QI
Partners as and when required to open or carry positions in the margin account,
subject to applicable Federal margin regulations, stock exchange rules and the
firm's credit policies. The positions held in the margin account, including the
Shares, are pledged as collateral security for the repayment of debit balances
in the account.
ITEM 4. PURPOSE OF TRANSACTION.
QI Partners acquired the Shares from Quantum Partners as part of the
Quantum Industrial Distribution. None of the Reporting Persons has any 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
Persons reserve the right to acquire additional securities of the Issuer, to
dispose of such securities at any time, or to
<PAGE> 9
Page 9
formulate other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of their general investment
and trading policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares beneficially owned by the
Reporting Persons is 3,809,349 (approximately 8.7% of the total number of
Shares outstanding).
i) QI Partners is the beneficial owner of 2,035,775
(approximately 4.6% of the total number of Shares outstanding).
ii) QIHMI, by reason of the investment authority it shares
with Mr. Chatterjee with respect to the Shares, may be deemed the beneficial
owner of the 2,035,775 Shares held by QI Partners.
iii) QIH Management, Inc. as the sole general partner of QIHMI
may be deemed a beneficial owner of the 2,035,775 Shares held by QI Partners.
iv) Mr. Soros may be deemed the beneficial owner of 3,416,213
Shares (approximately 7.8% of the total number of Shares outstanding). This
number consists of (a) 542,382 Shares owned directly by Mr. Soros, (b) 838,056
Shares owned by Soros Charitable Foundation, a New York trust (the
"Foundation") of which Mr. Soros (as one of three trustees of the Foundation)
may be considered a beneficial owner and (c) 2,035,775 Shares owned by QI
Partners of which Mr. Soros, as sole shareholder of QIH Management, Inc., may
be considered a beneficial owner.
v) Mr. Chatterjee may be deemed the beneficial owner of
2,428,911 Shares (approximately 5.5%) of the total number of Shares
outstanding). This number includes (a) 129,100 Shares owned directly by Mr.
Chatterjee; (b) 59,794 Shares owned by Chatterjee Fund Management, L.P., (c)
204,242 Shares owned by Winston; and (d) the 2,035,775 Shares owned by QI
Partners.
The filing of this statement on a joint basis by QI Partners,
QIHMI, QIH Management, Inc. Mr. George Soros and Mr. Chatterjee shall not be
construed as an admission that any of the Reporting Persons other than Mr.
Chatterjee is the beneficial owner of any Shares held or to be held for the
accounts of Chatterjee Fund Management, L.P. or Winston nor that Chatterjee Fund
Management, L.P. or Winston is the beneficial owner of Shares held for the
account of QI Partners.
(b) The power to direct the disposition and voting of the
2,035,775 Shares presently owned by QI Partners is shared by Mr. Chatterjee and
QIHMI.
(c) Except for the transfer of Shares previously held by Quantum
Partners to QI Partners, there have been no transactions with respect to the
Shares since February 14, 1994, 60 days prior to the date hereof, by any of the
Reporting Persons or other persons previously identified in response to Item 2.
(d) The shareholders of the Quantum Industrial Entities have the
right to participate in the receipt of dividends from, or proceeds from the
sale of, securities held by the Quantum Industrial Entities (including the
Shares) in accordance with their share ownership interests in the respective
Quantum Industrial Entities.
(e) As of August 1, 1993, Quantum Fund N.V. ceased to be a
"beneficial owner" of Shares within the meaning of Section 13(d) of the
Exchange Act although it continued to have an indirect interest therein
through its ownership of shares in Quantum Partners. On April 6, 1994, Quantum
Partners and SFM ceased to be "beneficial owners" of Shares within the meaning
of Section 13(d) of the Exchange Act.
<PAGE> 10
Page 10
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On April 6, 1994, Quantum Fund N.V., the principal shareholder of Quantum
Partners, and three other investment funds managed by SFM (collectively, the
"Quantum Group of Funds"), paid distributions to their respective shareholders
(the "Quantum Industrial Distribution"). Such shareholders were given the
option of receiving their distribution either in cash, in shares of Quantum
Industrial or in shares of another new fund. In connection with the Quantum
Industrial Distribution, Quantum Partners transferred to QI Partners various
portfolio positions, including the Shares, identified by SFM as being suitable
for the investment program to be conducted by QI Partners in exchange for
shares of QI Partners. Such shares of QI Partners were simultaneously
exchanged by Quantum Partners for shares of Quantum Industrial, and such shares
of Quantum Industrial were among those distributed by the Quantum Group of
Funds to those of its shareholders who had elected to receive such shares in
lieu of a cash distribution.
Except as otherwise indicated in this statement, the Reporting Persons do
not have any contracts, arrangements, understanding or relationships with
respect to any securities of this Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(A) Joint Filing Agreement, dated as of November 7, 1990, by and
among Quantum Fund N.V. and Mr. George Soros and Mr. Purnendu
Chatterjee (filed as Exhibit A to the Initial Statement and
incorporated herein by reference).
(B) Power of Attorney, dated July 30, 1992, granted by Mr.
Purnendu Chatterjee in favor of Mr. W. James Peet (filed as
Exhibit D to Amendment No. 4 to the Initial Statement and
incorporated herein by reference).
(C) Power of Attorney, dated September 23, 1992, granted by
Quantum Fund N.V. in favor of Mr. Sean C. Warren (filed as
Exhibit E to Amendment No. 4 to the Initial Statement and
incorporated herein by reference).
(D) Power of Attorney dated December 11, 1991 granted by George
Soros in favor of Mr. Sean C. Warren (filed as Exhibit F to
Amendment No. 4 to the Initial Statement and incorporated
herei by reference).
(E) Joint Filing Agreement, dated as of April 15, 1994, by and
among Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Mr. George Soros and Mr.
Chatterjee.
(F) Power of Attorney (and related resolutions), dated April 7,
1994, granted by Quantum Industrial Partners LDC in favor of
George Soros, Gary Gladstein and Sean Warren.
<PAGE> 11
Page 11
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: April 15, 1994 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
-------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
General Partner
By: /s/ Sean C. Warren
-------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
-------------------------
Sean C. Warren
Vice President
GEORGE SOROS
By: /s/ Sean C. Warren
-------------------------
Sean C. Warren
Attorney-in-Fact
/s/ Purnendu Chatterjee
-------------------------
PURNENDU CHATTERJEE
<PAGE> 12
Page 12
SIGNATURES
(cont'd)
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: April 15, 1994 QUANTUM FUND N.V.
By: /s/ Sean C. Warren
-------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE> 13
Page 13
ANNEX A
DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL PARTNERS LDC
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. corporations Curacao,
Managing Director Netherlands Antilles
(Netherlands Antilles)
INVESTMENT ADVISORY COMMITTEE OF QUANTUM INDUSTRIAL PARTNERS LDC
Kenneth G. Langone Managing Director of 375 Park Avenue
Advisor Invemed Associates, Inc. New York, New York 10152
(United States) U.S.A.
Paul Soros Engineer 485 Park Avenue
Advisor New York, New York 10017
(United States) U.S.A.
</TABLE>
<PAGE> 14
Page 14
<TABLE>
DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL HOLDINGS LIMITED
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. corporations Curacao,
Managing Director Netherlands Antilles
(Netherlands Antilles)
Alberto Foglia Principal of Banca del Ceresio Via Pretorio 13
Member of Board of 6901 Lugano
Advisors Switzerland
(Switzerland)
Richard Katz Investment Banker Villa La Sirena
Chairman of Board Vico dell'Olivetta 12
of Advisors 18097 Mortola Inferiore
(United Kingdom) Ventimiglia
Italy
Kenneth G. Langone Managing Director of 375 Park Avenue
Member of Board Invemed Associates, Inc. New York, New York 10152
of Advisors U.S.A.
(United States)
Beat Notz Principal of Notz, Stucki & Cie 98, rue de Saint-Jean
Member of Board 1211 Geneva
of Advisors Switzerland
(France)
Edgar D. de Picciotto Chief Executive Office of 96-98, rue du Rhone
Member of Board CBI-TDB 1211 Geneva
of Advisors Union Bancaire Privee Switzerland
(Switzerland)
</TABLE>
During the past five years, none of the persons named above has been: (a)
convicted in a criminal proceeding; or (b) a party to any civil proceeding as a
result of which any of 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
violation with respect to such laws.
<PAGE> 15
Page 15
ANNEX B
DIRECTORS AND OFFICERS OF QIH MANAGEMENT, INC.
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
<S> <C> <C>
Gary Gladstein Managing Director of Soros Fund 888 Seventh Avenue
Director, Management New York, New York
President U.S.A.
(United States)
Sean Warren Managing Director of Soros 888 Seventh Avenue
Director, Fund Management New York, New York
Vice President, Secretary U.S.A.
(United States)
Peter Streinger Chief Accountant of Soros Fund 888 Seventh Avenue
Treasurer Management New York, New York
(United States) U.S.A.
</TABLE>
During the past five years, none of the persons named above has been: (a)
convicted in a criminal proceeding; or (b) a party to any civil proceeding as a
result of which any of 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
violation with respect to such laws.
<PAGE> 16
Page 16
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
G Joint Filing Agreement dated as of April 15, 1994, by and among Quantum Industrial Partners LDC, 17
QIH Management Investor, L.P., QIH Management, Inc., Mr. George Soros and Mr. Purdendu Chatterjee
H Power of Attorney (and related resolutions), dated April 7, 1994, granted by Quantum Industrial 18
Partners LDC in favor of George Soros, Gary Gladstein and Sean Warren
</TABLE>
<PAGE> 1
Page 17
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of The Perkin-Elmer Corporation dated April 15,
1994 is, and any amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Date: April 15, 1994 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
----------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIHMI Management, Inc.
General Partner
By: /s/ Sean C. Warren
-----------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
----------------------------
Sean C. Warren
Vice President
GEORGE SOROS
By: /s/ Sean C. Warren
----------------------------
Sean C. Warren
Attorney-in-Fact
/s/ Purnendu Chatterjee
---------------------------------
PURNENDU CHATTERJEE
<PAGE> 1
Page 18
EXHIBIT C
QUANTUM INDUSTRIAL PARTNERS LDC
(A CAYMAN ISLANDS EXEMPTED LIMITED DURATION COMPANY)
RESOLUTIONS ADOPTED BY THE SOLE DIRECTOR
The Sole Director of QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"),
a Cayman Islands exempted limited duration company, hereby adopts the
following resolutions:
RESOLVED, that the Company appoint and empower George Soros, Gary
Gladstein and Sean Warren or any one of them, acting singly and not
jointly, as its true and lawful attorneys-in-fact (the
"Attorneys-in-Fact") for the purpose of executing and delivering, in
the name and on behalf of the Company, all documents required to be
filed with the Securities and Exchange Commission pursuant to Section
13(d) or 16(a) of the Securities Exchange Act of 1934 in connection
with the beneficial ownership by the Company of any securities of
PERKIN-ELMER CORPORATION, including, without limitation: (1)
acquisition statements on Schedule 13D and/or Schedule 13G and any
amendments thereto, (2) any joint filing agreements among the Company,
QIH Management Investor, L.P. and/or George Soros (together with such
other persons as may be designated by the Attorneys-in-Fact) pursuant
to SEC Rule 13d-1(f), (3) any Initial Statements of Beneficial
Ownership on Form 3, (4) any Statements of Changes in Beneficial
Ownership on Form 4 and (5) any Annual Statement of Changes in
Beneficial Ownership on Form 5; and further
RESOLVED, that the Company direct the Attorneys-in-Fact, or any one of
them, acting singly and not jointly, to take such actions and to
complete, execute and deliver any agreements, deeds, instruments,
receipts, certificates and other documents, which he in his sole
discretion deems necessary or advisable to carry the foregoing
resolution into effect, and that any and all past acts by such
Attorneys-in-Fact in furtherance of the foregoing be, and they hereby
are, ratified and confirmed; and further
RESOLVED, that the Managing Director of the Company be, and it hereby
is, authorized to sign and affix the seal of the Company to the Power
of Attorney.
IN WITNESS WHEREOF, the undersigned has set its hand this 7th day of April,
1994.
QUANTUM INDUSTRIAL PARTNERS LDC
/s/ J.H.F. Grootjen/B.H. Jansen
---------------------------------
Curacao Corporation Company N.V.
Sole Director
<PAGE> 2
Page 19
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned QUANTUM INDUSTRIAL
PARTNERS LDC (the "Company"), a Cayman Islands exempted limited duration
company does, pursuant to a duly adopted resolution of its sole director,
hereby designate, constitute and appoint:
GEORGE SOROS, GARY GLADSTEIN AND SEAN WARREN
each with a business address at QIH Management Investor, L.P., 888 Seventh
Avenue, New York, NY, or any one of them, acting singly and not jointly, as its
true and lawful agents and attorneys-in-fact for the purpose of executing and
delivering, in the name and on behalf of the Company, all documents required to
be filed with the Securities and Exchange Commission pursuant to Section 13(d)
or 16(a) of the Securities Exchange Act of 1934 in connection with the
beneficial ownership by the Company of any securities of The Perkin-Elmer
Corporation including, without limitation: (1) acquisition statements on
Schedule 13D and/or Schedule 13G and any amendments thereto, (2) any joint
filing agreements among the Company, QIH Management Investor, L.P. and/or
George Soros (together with such other persons as may be designated by the
attorneys-in-fact) pursuant to SEC Rule 13d-1(f), (3) any Initial Statements of
Beneficial Ownership on Form 3, (4) any Statements of Changes in Beneficial
Ownership on Form 4 and (5) any Annual Statement of Changes in Beneficial
Ownership on Form 5.
The attorneys-in-fact are hereby authorized and empowered to perform all other
acts and deeds, which they in their sole discretion deem necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing.
<PAGE> 3
Page 20
The Common Seal of QUANTUM )
INDUSTRIAL PARTNERS LDC )
was hereunto affixed by )
)
- ---------------------------- )
for and on behalf of QUANTUM )
INDUSTRIAL PARTNERS LDC, )
in the presence of: ) Per: /s/ J.H.F. Grootjen/B.H. Jansen
) -------------------------------
)
/s/ E. A. Angila-Vried )
- ---------------------------- )
Witness )
<PAGE> 4
Page 21
PROBATE
BE IT REMEMBERED that on this 12th day of April, 1994 before me the
undersigned, a Notary Public in and for the Netherlands Antilles personally
came and appeared one Edselyne A. Angila-Vriend an attesting witness to the due
execution of the within Power of Attorney who being by me duly sworn made oath
and said that he/she was present and did see the Common Seal of QUANTUM
INDUSTRIAL PARTNERS LDC affixed to the within Power of Attorney by Mr. J.H.F.
Grootjen/Mr. B.H. Jansen for and on behalf of Curacao Corporation Company N.V.,
the sole director of QUANTUM INDUSTRIAL PARTNERS LDC and did see the said
person sign the within power of Attorney and deliver the same on behalf of the
said QUANTUM INDUSTRIAL PARTNERS LDC for the purposes therein mentioned.
/s/ E. Angila /s/ Gerard Christoffel Antonius Smeets
- --------------------- --------------------------------------
Witness Notary Public in and for
the Netherlands Antilles
