SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
PE Corporation
__________________
(Name of Issuer)
PE Corporation-Celera Genomics Group Common Stock, $.01 Par Value
______________________________________________________________________
(Title of Class of Securities)
69332S201
_______________
(CUSIP Number)
May 10, 1999
_______________________________________
(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 the
disclosures provided in a prior cover page.
The information required in 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 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 35 Pages
Exhibit Index: Page 27
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 2 of 35 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 19,489
Shares
Beneficially 6 Shared Voting Power
Owned By 472,588
Each
Reporting 7 Sole Dispositive Power
Person 19,489
With
8 Shared Dispositive Power
472,588
9 Aggregate Amount Beneficially Owned by Each Reporting Person
492,077
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.93%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 3 of 35 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 19,489
Shares
Beneficially 6 Shared Voting Power
Owned By 472,588
Each
Reporting 7 Sole Dispositive Power
Person 19,489
With
8 Shared Dispositive Power
472,588
9 Aggregate Amount Beneficially Owned by Each Reporting Person
492,077
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.93%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 4 of 35 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 19,489
Shares
Beneficially 6 Shared Voting Power
Owned By 472,588
Each
Reporting 7 Sole Dispositive Power
Person 19,489
With
8 Shared Dispositive Power
472,588
9 Aggregate Amount Beneficially Owned by Each Reporting Person
492,077
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.93%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 5 of 35 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 207,489
Shares
Beneficially 6 Shared Voting Power
Owned By 472,588
Each
Reporting 7 Sole Dispositive Power
Person 207,489
With
8 Shared Dispositive Power
472,588
9 Aggregate Amount Beneficially Owned by Each Reporting Person
680,077
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.67%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 6 of 35 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 351,619
Shares
Beneficially 6 Shared Voting Power
Owned By 680,077
Each
Reporting 7 Sole Dispositive Power
Person 351,619
With
8 Shared Dispositive Power
680,077
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,031,696
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
4.05%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 7 of 35 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 680,077
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
680,077
9 Aggregate Amount Beneficially Owned by Each Reporting Person
680,077
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.67%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 8 of 35 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 204,271
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 204,271
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
204,271
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.80%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 9 of 35 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 204,271
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 204,271
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
204,271
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.80%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 10 of 35 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 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 133,200
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 133,200
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
133,200
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [X]
11 Percent of Class Represented By Amount in Row (9)
.52%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 11 of 35 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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 133,400
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 133,400
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
133,400
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [X]
11 Percent of Class Represented By Amount in Row (9)
0.52%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 12 of 35 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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 266,600
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 266,600
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
266,600
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [X]
11 Percent of Class Represented By Amount in Row (9)
1.05%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 13 of 35 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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 266,600
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 266,600
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
266,600
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
11 Percent of Class Represented By Amount in Row (11)
1.05%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 14 of 35 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 514,068
Shares
Beneficially 6 Shared Voting Power
Owned By 472,588
Each
Reporting 7 Sole Dispositive Power
Person 514,068
With
8 Shared Dispositive Power
472,588
9 Aggregate Amount Beneficially Owned by Each Reporting Person
986,656
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
3.87%
12 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 15 of 35 Pages
Item 1(a) Name of Issuer:
PE 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");
ix) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
x) Winston Partners II LLC, a Delaware limited liability
company ("Winston LLC");
xi) Chatterjee Advisors LLC, a Delaware limited liability
company ("Chatterjee Advisors");
xii) Chatterjee Management Company, a Delaware corporation
("Chatterjee Management"); and
xiii) Purnendu Chatterjee ("Dr. Chatterjee").
<PAGE>
Page 16 of 35 Pages
This Statement relates to Shares (as defined herein) held for
the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), QIP, Mr. Soros, OSI (as defined herein), SEDF (as
defined herein), Winston L.P., Winston LDC, Winston LLC and Dr. Chatterjee.
SFM LLC serves as principal investment manager to several
foreign investment companies (the "SFM Clients"), including Quantum Partners,
and as such, has been granted investment discretion over portfolio investments,
including the Shares, held for the account of Quantum Partners. Mr. Soros is the
Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and 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. Soros Economic Development Fund is
a Delaware not-for-profit corporation ("SEDF") of which Mr. Soros serves as
Director and President.
CFM is a Delaware limited partnership and the general partner
of Winston L.P. Dr. Chatterjee is the sole general partner of CFM.
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. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC.
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.
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 the Shares held
for the account of each of Winston LDC and Winston LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of QIP and
Winston LDC 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, Winston LLC, Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee
is 888 Seventh Avenue, 30th Floor, New York, NY 10106.
<PAGE>
Page 17 of 35 Pages
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;
vi) Mr. Druckenmiller is a United States citizen;
vii) Winston L.P. is a Delaware limited partnership;
viii) CFM is a Delaware limited partnership;
ix) Winston LDC is a Cayman Islands exempted limited
duration company;
x) Winston LLC is a Delaware limited liability company;
xi) Chatterjee Advisors is a Delaware limited liability
company;
xii) Chatterjee Management is a Delaware corporation; and
xiii) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
PE Corporation-Celera Genomics Group Common Stock,
$.01 par value (the "Shares").
Item 2(e) CUSIP Number:
69332S201
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 18 of 35 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of May 19, 1999, 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 492,077 Shares held for the account of
QIP.
(ii) Each of SFM LLC and Mr. Druckenmiller may be
deemed to be the beneficial owner of 680,077 Shares. This number consists of (A)
492,077 Shares held for the account of QIP and (B) 188,000 Shares held for the
account of Quantum Partners.
(iii) Mr. Soros may be deemed to be the beneficial
owner of 1,031,696 Shares. This number consists of (A) 131,491 Shares held for
his personal account, (B) 492,077 Shares held for the account of QIP, (C)
188,000 for the account of Quantum Partners, (D) 151,759 Shares held for the
account of OSI and (E) 68,369 Shares held for the account of SEDF.
(iv) Each of Winston L.P. and CFM may be deemed
to be the beneficial owner of the 204,271 Shares held for the account of Winston
L.P.
(v) Winston LDC may be deemed the beneficial
owner of the 133,200 Shares held for its account.
(vi) Winston LLC may be deemed the beneficial
owner of the 133,400 Shares held for its account.
(vii) Each of Chatterjee Management and Chatterjee
Advisors may be deemed the beneficial owner of 266,600 Shares. This number
consists of (A) 133,200 Shares held for the account of Winston LDC and (B)
133,400 Shares held for the account of Winston LLC.
(viii) Dr. Chatterjee may be deemed to be the
beneficial owner of 986,656 Shares. This number consists of (A) 43,197 Shares
held for his personal account, (B) 133,200 Shares held for the account of
Winston LDC, (C) 133,400 Shares held for the account of Winston LLC, (D) 204,271
Shares held for the account of Winston L.P., and (E) 472,588 Shares held for the
account of QIP.
10,000 Shares are held for the account of Quantum Rabbico II Ltd.
("Quantum Rabbico") which is a wholly owned subsidiary of Quantum Partners.
Investment discretion granted to SFM LLC, pursuant to contracts with SFM
Clients, does not extend to portfolio investments of Quantum Rabbico, including
the investment in the Shares. Each of SFM LLC, Mr. Soros and Mr. Druckenmiller
expressly disclaims beneficial ownership of any such Shares.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP,
QIHMI and QIH Management may be deemed to be the beneficial owner constitutes
approximately 1.93% 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 2.67% of the total number of Shares outstanding.
<PAGE>
Page 19 of 35 Pages
(iii) The number of Shares of which Mr. Soros may
be deemed to be the beneficial owner constitutes approximately 4.05% 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 .80% of the total number of Shares outstanding.
(v) The number of Shares of which Winston LDC
may be deemed to be the beneficial owner constitutes approximately .52% of the
total number of Shares outstanding.
(vi) The number of Shares of which Winston LLC
may be deemed to be the beneficial owner constitutes approximately .52% of the
total number of Shares outstanding.
(vii) The number of Shares of which each of
Chatterjee Advisors and Chatterjee Management may be deemed to be the beneficial
owner constitutes approximately 1.05% of the total number of Shares outstanding.
(viii) The number of Shares of which Dr. Chatterjee
may be deemed to be the beneficial owner constitutes approximately 3.87% 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.
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 19,489
(ii) Shared power to vote or to direct the vote: 472,588
(iii) Sole power to dispose or to direct the disposition of: 19,489
(iv) Shared power to dispose or to direct the disposition of: 472,588
QIHMI
-----
(i) Sole power to vote or to direct the vote: 19,489
(ii) Shared power to vote or to direct the vote: 472,588
(iii) Sole power to dispose or to direct the disposition of: 19,489
(iv) Shared power to dispose or to direct the disposition of: 472,588
<PAGE>
Page 20 of 35 Pages
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 19,489
(ii) Shared power to vote or to direct the vote: 472,588
(iii) Sole power to dispose or to direct the disposition of: 19,489
(iv) Shared power to dispose or to direct the disposition of: 472,588
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 207,489
(ii) Shared power to vote or to direct the vote: 472,588
(iii) Sole power to dispose or to direct the disposition of: 207,489
(iv) Shared power to dispose or to direct the disposition of: 472,588
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 351,619
(ii) Shared power to vote or to direct the vote: 680,077
(iii) Sole power to dispose or to direct the disposition of: 351,619
(iv) Shared power to dispose or to direct the disposition of: 680,077
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 680,077
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 680,077
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 204,271
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 204,271
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 21 of 35 Pages
CFM
---
(i) Sole power to vote or to direct the vote: 204,271
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 204,271
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 133,200
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 133,200
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 133,400
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 133,400
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 266,600
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 266,600
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 266,600
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 266,600
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 514,068
<PAGE>
Page 22 of 35 Pages
(ii) Shared power to vote or to direct the vote: 472,588
(iii) Sole power to dispose or to direct the disposition of: 514,068
(iv) Shared power to dispose or to direct the disposition of: 472,588
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
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 shareholders of Quantum Partners, including Quantum
Fund N.V., a Netherlands Antilles limited partnership, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held by Quantum Partners in accordance with their ownership interests in
Quantum 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) OSI has the right to participate in the receipt of
dividends from, and proceeds from the sale of, the Shares held for its account.
(v) SEDF has the right to participate in the receipt of
dividends from, and proceeds from the sale of, the Shares held for its account.
(vi) 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.
(vii) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LDC in accordance with their ownership interests in
Winston LDC.
(viii)The members of Winston LLC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LLC in accordance with their ownership interests in
Winston LLC.
(ix) 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 and QIH Management expressly disclaims
beneficial ownership of any Shares held directly for the accounts of Quantum
Partners, OSI, SEDF, Mr. Soros, Winston L.P., Winston LDC, Winston LLC and Dr.
Chatterjee. Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial
ownership of any Shares held directly for the accounts of OSI, SEDF, Mr. Soros,
Winston L.P., Winston LDC,
<PAGE>
Page 23 of 35 Pages
Winston LLC and Dr. Chatterjee. Mr. Soros expressly disclaims beneficial
ownership of any Shares held directly for the accounts of Winston L.P., Winston
LDC, Winston LLC and Dr. Chatterjee. Winston L.P. expressly disclaims beneficial
ownership of any Shares held directly for the accounts of QIP, Quantum Partners,
OSI, SEDF, Mr. Soros, Winston LDC, Winston LLC and Dr. Chatterjee. Winston LDC
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of QIP, Quantum Partners, OSI, SEDF, Mr. Soros, Winston L.P., Winston
LLC and Dr. Chatterjee. Winston LLC expressly disclaims beneficial ownership of
any Shares held directly for the accounts of QIP, Quantum Partners, OSI, SEDF,
Mr. Soros, Winston L.P., Winston LDC and Dr. Chatterjee. Dr. Chatterjee
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of Quantum Partners, OSI, SEDF and Mr. Soros. The inclusion of the
Shares held for the accounts of each of OSI and SEDF 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.
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 24 of 35 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: May 20, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 20, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Vice President
Date: May 20, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Vice President
Date: May 20, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Assistant General Counsel
Date: May 20, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 25 of 35 Pages
Date: May 20, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 20, 1999 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: May 20, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: May 20, 1999 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: May 20, 1999 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 26 of 35 Pages
Date: May 20, 1999 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Manager
Date: May 20, 1999 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Vice President
Date: May 20, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 27 of 35 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......................................... 28
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.......................... 29
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.................... 30
D. Power of Attorney dated May 31, 1995 granted by Dr.
Chatterjee in favor of Mr. Peter Hurwitz............... 31
E. Power of Attorney dated October 25, 1996 granted by
Winston Partners II LDC in favor of Mr. Peter Hurwitz... 32
F. Joint Filing Agreement dated May 20, 1999 by and among
Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Soros Fund
Management LLC, Mr. George Soros, Mr. Stanley F.
Druckenmiller, Winston Partners, L.P., Chatterjee Fund
Management, L.P., Winston Partners II LDC, Winston
Partners II LLC, Chatterjee Advisors LLC, Chatterjee
Management Company and Dr. Purnendu Chatterjee.......... 33
Page 28 of 35 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 29 of 35 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 30 of 35 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
/s/ Curacao Corporation Company N.V.
-----------------------------------------------
Curacao Corporation Company N.V.
Managing Director
Page 31 of 35 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 35 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
Page 33 of 35 Pages
EXHIBIT F
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G with respect to the PE Corporation-Celera Genomics Group Common Stock of PE
Corporation dated as of May 20, 1999 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: May 20, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 20, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Vice President
Date: May 20, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Vice President
Date: May 20, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Assistant General Counsel
<PAGE>
Page 34 of 35 Pages
Date: May 20, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 20, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 20, 1999 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: May 20, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: May 20, 1999 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 35 of 35 Pages
Date: May 20, 1999 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
Date: May 20, 1999 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Manager
Date: May 20, 1999 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Vice President
Date: May 20, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Attorney-in-Fact
