UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
THE PERKIN-ELMER CORPORATION
------------------------------------
(Name of Issuer)
Common Stock, $1.00 Par Value
-------------------------------
(Title of Class of Securities)
714041100
-----------------
(CUSIP Number)
March 6, 1998
-------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 26 Pages
Exhibit Index: Page 20
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 2 of 26 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,429,475
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,429,475
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,429,475
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.00%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 3 of 26 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,429,475
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,429,475
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,429,475
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.00%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 4 of 26 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,429,475
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,429,475
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,429,475
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.00%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 5 of 26 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 102,078
Shares
Beneficially 6 Shared Voting Power
Owned By 2,429,475
Each
Reporting 7 Sole Dispositive Power
Person 102,078
With
8 Shared Dispositive Power
2,429,475
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,531,553
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.22%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 6 of 26 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,511,737
Shares
Beneficially 6 Shared Voting Power
Owned By 2,531,553
Each
Reporting 7 Sole Dispositive Power
Person 1,511,737
With
8 Shared Dispositive Power
2,531,553
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,043,290
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
8.33%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 7 of 26 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,531,553
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,531,553
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,531,553
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.22%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 8 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 204,242
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 204,242
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
204,242
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.42%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 9 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 204,242
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 204,242
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
204,242
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.42%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 10 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 393,136
Shares
Beneficially 6 Shared Voting Power
Owned By 2,429,475
Each
Reporting 7 Sole Dispositive Power
Person 393,136
With
8 Shared Dispositive Power
2,429,475
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,822,611
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.81%
12 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 26 Pages
Item 1(a) Name of Issuer:
The Perkin-Elmer Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
761 Main Avenue, Norwalk, CT 06859.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC, a Cayman Islands
exempted limited duration company ("QIP");
ii) QIH Management Investor, L.P., a Delaware limited
partnership ("QIHMI");
iii) QIH Management, Inc., a Delaware corporation ("QIH
Management");
iv) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC");
v) Mr. George Soros ("Mr. Soros");
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) Winston Partners, L.P., a Delaware limited partnership
("Winston L.P.");
viii)Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM"); and
ix) Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to Shares (as defined herein) held
for the accounts of Quasar International Partners C.V., a Netherlands Antilles
limited partnership ("Quasar Partners"), QIP, Mr. Soros, OSI (as defined
herein), Winston L.P., Dr Chatterjee and Chatterjee Charitable Foundation, a New
York trust ("CCF").
SFM LLC serves as principal investment manager to Quasar Partners, and as such,
has been granted investment discretion over portfolio investments, including the
Shares, held for the account of Quasar Partners. Mr. Soros is the Chairman of
SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager of SFM LLC and is also
a member of the management committee of SFM LLC.
QIHMI, an investment advisory firm, is vested with investment discretion over
the Shares held for the account of QIP. Mr. Soros is the sole shareholder of QIH
Management and the sole general partner of QIHMI. Mr. Soros has entered into an
agreement pursuant to which he has agreed to use his best efforts to cause QIH
Management to act at the direction of SFM LLC. Dr. Chatterjee serves as a
sub-investment advisor to QIP. Dr. Chatterjee has also provided advice to Mr.
Soros relating to his personal investment in Shares.
Open Society Institute is a New York Trust ("OSI") of which Mr. Soros serves as
one of several trustees.
<PAGE>
Page 12 of 26 Pages
CFM is a Delaware limited partnership and the general partner of Winston L.P.
Dr. Chatterjee is the sole general partner of CFM. Dr. Chatterjee serves as a
trustee of CCF.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of QIP is Kaya
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
The address of the principal business office of each of
QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh
Avenue, 33rd Floor, New York, NY 10106.
The address of the principal business office of Winston
L.P., CFM and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY
10106.
Item 2(c) Citizenship:
i) QIP is a Cayman Islands exempted limited duration
company;
ii) QIHMI is a Delaware limited partnership;
iii) QIH Management is a Delaware corporation;
iv) SFM LLC is a Delaware limited liability company;
v) Mr. Soros is a United States citizen; and
vi) Mr. Druckenmiller is a United States citizen;
vii) Winston L.P. is a Delaware limited partnership;
viii) CFM is a Delaware limited partnership; and
ix) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $1.00 par value (the "Shares").
Item 2(e) CUSIP Number:
714041100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
<PAGE>
Page 13 of 26 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of March 5, 1998, each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
(i) Each of QIP, QIHMI and QIH Management may be deemed to
be the beneficial owner of the 2,429,475 Shares held for the account of QIP.
(ii) Each of SFM LLC and Mr. Druckenmiller may be deemed to
be the beneficial owner of 2,531,553 Shares. This number consists of (A)
2,429,475 Shares held for the account of QIP and (B) 102,078 Shares held for the
account of Quasar Partners.
(iii)Mr. Soros may be deemed to be the beneficial owner of
4,043,290 Shares. This number consists of (A) 673,681 Shares held for his
personal account, (B) 2,429,475 Shares held for the account of QIP, (C) 102,078
Shares held for the account of Quasar Partners and (D) 838,056 Shares held for
the account of OSI.
(iv) Each of Winston L.P. and CFM may be deemed to be the
beneficial owner of the 204,242 Shares held for the account of Winston L.P.
(v) Dr. Chatterjee may be deemed to be the beneficial owner
of 2,822,611 Shares. This number consists of (A) 148,894 Shares held for his
personal account, (B) 204,242 Shares held for the account of Winston L.P., (C)
2,429,475 Shares held for the account of QIP and (D) 40,000 Shares held for the
account of CCF.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP, QIHMI, QIH
Management, SFM LLC and Mr. Druckenmiller may be deemed to be the beneficial
owner constitutes approximately 5.00% of the total number of Shares outstanding.
(ii) The number of Shares of which each of SFM LLC and Mr.
Druckenmiller may be deemed to be the beneficial owner constitutes approximately
5.00% of the total number of Shares outstanding.
(iii)The number of Shares of which Mr. Soros may be deemed
to be the beneficial owner constitutes approximately 7.66% of the total number
of Shares outstanding.
(iv) The number of Shares of which each of Winston L.P. and
CFM may be deemed to be the beneficial owner constitutes approximately .34% of
the total number of Shares outstanding.
(v) The number of Shares of which Dr. Chatterjee may be
deemed to be the beneficial owner constitutes approximately 6.50% of the total
number of Shares outstanding.
Dr. Chatterjee has reached an understanding with Mr. Soros
pursuant to which Dr. Chatterjee will furnish to Mr. Soros recommendations
concerning transactions in the Shares. It is contemplated by Mr. Soros that Dr.
Chatterjee will share in any profits and losses on Shares held for the account
of Mr. Soros.
<PAGE>
Page 14 of 26 Pages
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,429,475
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
2,429,475
QIHMI
-----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,429,475
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:2,429,475
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,429,475
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
2,429,475
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 102,078
(ii) Shared power to vote or to direct the vote: 2,429,475
(iii) Sole power to dispose or to direct the disposition of: 102,078
(iv) Shared power to dispose or to direct the disposition of:
2,429,475
<PAGE>
Page 15 of 26 Pages
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 1,511,737
(ii) Shared power to vote or to direct the vote: 2,531,553
(iii) Sole power to dispose or to direct the disposition of: 1,399,600
(iv) Shared power to dispose or to direct the disposition of:2,531,553
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,531,553
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
2,531,553
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 204,242
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 204,242
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 204,242
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 204,242
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 393,136
(ii) Shared power to vote or to direct the vote: 2,429,475
(iii) Sole power to dispose or to direct the disposition of: 393,136
(iv) Shared power to dispose or to direct the disposition of:
2,429,475
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
<PAGE>
Page 16 of 26 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the Shares held for the account of QIP in accordance with their
ownership interests in QIP.
(ii) The partners of Quasar Partners, including Quasar
International Fund N.V., a Netherlands Antilles corporation, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of Quasar Partners in accordance with their
partnership interests in Quasar Partners.
(iii)Mr. Soros has the sole right to participate in the
receipt of dividends from, and proceeds from the sale of, the Shares held for
his personal account.
(iv) The partners of Winston L.P. have the right to
participate in the receipt of dividends from, and proceeds from the sale of, the
Shares held for the account of Winston L.P. in accordance with their partnership
interests in Winston L.P.
(v) OSI has right to participate in the receipt of
dividends from, and proceeds from the sale of, the Shares held for its account.
(vi) The beneficiaries of CCF have the right to participate
in the receipt of dividends from, and proceeds from the sale of Shares described
herein as being held directly for the account of CCF.
(vii)Dr. Chatterjee has the sole right to participate in
the receipt of dividends from, and proceeds from the sale of, the Shares held
for his personal account.
Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller expressly disclaims beneficial ownership of any Shares held
directly for the accounts of OSI, Mr. Soros, Winston L.P., CCF, and Dr.
Chatterjee. Mr. Soros expressly disclaims beneficial ownership of any Shares
held directly for the accounts of Winston L.P., CCF, and Dr. Chatterjee. Winston
L.P. expressly disclaims beneficial ownership of any Shares held directly for
the accounts of QIP, OSI, Mr. Soros, CCF and Dr. Chatterjee. Dr. Chatterjee
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of OSI and Mr. Soros. The inclusion of the Shares held for the account
of OSI herein shall not be deemed an admission that Mr. Soros or any of the
Reporting Persons has or may be deemed to have beneficial ownership of such
Shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
<PAGE>
Page 17 of 26 Pages
Item 10. Certification:
By signing below each signatory certifies that, to the best
of his/its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 18 of 26 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: March 6, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Vice President
Date: March 6, 1998 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
Date: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 19 of 26 Pages
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 20 of 26 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997 granted
by Mr. George Soros in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus.................................... 21
B. Power of Attorney dated as of January 1, 1997 granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus....................... 22
C. Power of Attorney dated May 23, 1996 granted by Quantum
Industrial Partners LDC in favor of Mr. Gary Gladstein,
Mr. Sean Warren and Mr. Michael Neus................... 23
D. Power of Attorney dated May 31, 1995 granted by Dr.
Purnendu Chatterjee in favor of Mr. Peter
Hurwitz................................................ 24
E. Joint Filing Agreement dated March 6, 1998 by and among
Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Soros Fund
Management LLC, Mr. George Soros and Mr. Stanley F.
Druckenmiller, Winston Partners, L.P., Chatterjee Fund
Management, L.P. and Dr. Purnendu Chatterjee........... 25
Page 21 of 26 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
------------------------
GEORGE SOROS
Page 22 of 26 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
----------------------------------
STANLEY F. DRUCKENMILLER
Page 23 of 26 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 24 of 26 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 as of the 31st day of May,
1995.
/s/ Purnendu Chatterjee
-----------------------------
PURNENDU CHATTERJEE
Page 25 of 26 Pages
EXHIBIT E
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G with respect to the Common Stock of The Perkin-Elmer Corporation dated as of
March 6, 1998 is, and any amendments thereto (including amendments on Schedule
13D) 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: March 6, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Vice President
Date: March 6, 1998 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
Date: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 26 of 26 Pages
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
