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. 1)*
THE PERKIN-ELMER CORPORATION
____________________________
(Name of Issuer)
Common Stock, $1.00 Par Value
_______________________________
(Title of Class of Securities)
714041100
______________
(CUSIP Number)
December 31, 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 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 19 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 2 of 19 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 1,161,675
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,161,675
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,161,675
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.33%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 3 of 19 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 1,161,675
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,161,675
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,161,675
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.33%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 4 of 19 Pages
13
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 1,161,675
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,161,675
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,161,675
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.33%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 5 of 19 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 571,478
Shares
Beneficially 6 Shared Voting Power
Owned By 1,161,675
Each
Reporting 7 Sole Dispositive Power
Person 571,478
With
8 Shared Dispositive Power
1,161,675
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,733,153
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
3.48%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 6 of 19 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 779,037
Shares
Beneficially 6 Shared Voting Power
Owned By 1,733,153
Each
Reporting 7 Sole Dispositive Power
Person 779,037
With
8 Shared Dispositive Power
1,733,153
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,512,190
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.04%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 7 of 19 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 1,733,153
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,733,153
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,733,153
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
3.48%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 8 of 19 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 141,742
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 141,742
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
141,742
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.28%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 9 of 19 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 141,742
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 141,742
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
141,742
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.28%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 714041100 Page 10 of 19 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 228,136
Shares
Beneficially 6 Shared Voting Power
Owned By 1,161,675
Each
Reporting 7 Sole Dispositive Power
Person 228,136
With
8 Shared Dispositive Power
1,161,675
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,389,811
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.79%
12 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 19 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 Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), Quasar International Partners C.V., a Netherlands
Antilles limited partnership ("Quasar Partners"), QIP, Mr. Soros, OSI (as
defined herein), SEDF (as defined herein), Winston L.P. and Dr. Chatterjee.
SFM LLC serves as principal investment manager to Quantum
Partners and Quasar Partners, and as such, has been granted investment
discretion over portfolio investments, including the Shares, held for the
accounts of Quantum Partners and Quasar 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
<PAGE>
Page 12 of 19 Pages
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.
Pursuant to a combination of Quasar International Fund N.V.
("Quasar Fund") with and into Quantum Industrial Holdings Ltd. ("QIH") effective
February 1, 1999, portfolio investments previously held indirectly by Quasar
Fund were transferred to, and are held indirectly by, QIH. Soros Fund Management
LLC, is principal investment manager to both Quasar Partners and QIH, and
remains the principal investment manager of such portfolio investments.
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;
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.
<PAGE>
Page 13 of 19 Pages
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.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 11, 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 1,161,675 Shares held for the account
of QIP.
(ii) Each of SFM LLC and Mr. Druckenmiller may be
deemed to be the beneficial owner of 1,733,153 Shares. This number consists of
(A) 1,161,675 Shares held for the account of QIP, (B) 55,978 Shares held for the
account of Quasar Partners and (C) 515,500 Shares held for the account of
Quantum Partners.
(iii) Mr. Soros may be deemed to be the beneficial
owner of 2,512,190 Shares. This number consists of (A) 321,581 Shares held for
his personal account, (B) 1,161,675 Shares held for the account of QIP, (C)
55,978 Shares held for the account of Quasar Partners, (D) 515,500 for the
account of Quantum Partners, (E) 316,018 Shares held for the account of OSI and
(F) 141,438 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 141,742 Shares held for the account of Winston
L.P.
(v) Dr. Chatterjee may be deemed to be the
beneficial owner of 1,389,811 Shares. This number consists of (A) 86,394 Shares
held for his personal account, (B) 141,742 Shares held for the account of
Winston L.P., and (C) 1,161,675 Shares held for the account of QIP.
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 2.33% 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 3.48% 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 5.04% of the
total number of Shares outstanding.
<PAGE>
Page 14 of 19 Pages
(iv) The number of Shares of which each of
Winston L.P. and CFM may be deemed to be the beneficial owner constitutes
approximately .28% 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 2.79% 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: 0
(ii) Shared power to vote or to direct the vote: 1,161,675
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,161,675
QIHMI
-----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,161,675
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,161,675
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,161,675
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,161,675
<PAGE>
Page 15 of 19 Pages
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 571,478
(ii) Shared power to vote or to direct the vote: 1,161,675
(iii) Sole power to dispose or to direct the disposition of: 571,478
(iv) Shared power to dispose or to direct the disposition of: 1,161,675
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 779,037
(ii) Shared power to vote or to direct the vote: 1,733,153
(iii) Sole power to dispose or to direct the disposition of: 779,037
(iv) Shared power to dispose or to direct the disposition of: 1,733,153
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,733,153
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,733,153
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 141,742
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 141,742
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 141,742
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 141,742
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 16 of 19 Pages
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 228,136
(ii) Shared power to vote or to direct the vote: 1,161,675
(iii) Sole power to dispose or to direct the disposition of: 228,136
(iv) Shared power to dispose or to direct the disposition of: 1,161,675
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 partners of Quasar Partners, including Quantum
Industrial Partners LDC, a Cayman Islands Limited Duration 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 Quasar Partners in accordance with their
partnership interests in Quasar Partners.
(iii) 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.
(iv) 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.
(v) 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.
(vi) OSI has the right to participate in the receipt of
dividends from, and proceeds from the sale of, the Shares held for its account.
(vii) SEDF has the right to participate in the receipt of
dividends from, and proceeds from the sale of, the Shares held for its account.
(viii)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, SEDF, Mr. Soros, Winston L.P. and Dr.
Chatterjee. Mr. Soros expressly disclaims beneficial ownership of any Shares
held directly for the accounts of Winston L.P. and Dr. Chatterjee. Winston L.P.
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of QIP, OSI, SEDF, Mr. Soros and Dr. Chatterjee. Dr. Chatterjee
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of 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.
<PAGE>
Page 17 of 19 Pages
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 18 of 19 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: February 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 19 of 19 Pages
Date: February 12, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 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: February 12, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
