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)* /1/
PE CORPORATION
________________
(Name of Issuer)
PE Corporation-Celera Genomics Group Common Stock, $.01 Par Value
_________________________________________________________________
(Title of Class of Securities)
69332S201
_______________
(CUSIP Number)
December 31, 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).
/1/ Initial filing with respect to Duquesne Capital Management, L.L.C.
Continued on following page(s)
Page 1 of 30 Pages
Exhibit Index: Page 27
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 2 of 30 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 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0 /1/
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%
12 Type of Reporting Person*
OO; IV
/1/ See Item 2(a).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 3 of 30 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 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0 /1/
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%
12 Type of Reporting Person*
PN; IA
/1/ See Item 2(a).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 4 of 30 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 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0 /1/
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%
12 Type of Reporting Person*
CO
/1/ See Item 2(a).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 5 of 30 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 250,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 250,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
250,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
.96%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 6 of 30 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 12,492
Shares
Beneficially 6 Shared Voting Power
Owned By 250,000
Each
Reporting 7 Sole Dispositive Power
Person 12,492
With
8 Shared Dispositive Power
250,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
262,492
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.01%
12 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 7 of 30 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 18,600
Shares
Beneficially 6 Shared Voting Power
Owned By 250,000
Each
Reporting 7 Sole Dispositive Power
Person 18,600
With
8 Shared Dispositive Power
250,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
268,600
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.03%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 8 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 220,871
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 220,871
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
220,871
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
.85%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 9 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 220,871
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 220,871
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
220,871
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
.85%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 10 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 150,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 150,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
150,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
.58%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 11 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 150,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 150,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
150,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
.58%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 12 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 300,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 300,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
300,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.16%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 13 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 300,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 300,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
300,000
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (11)
1.16%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 14 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 564,068
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 564,068
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
564,068
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
2.17%
12 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69332S201 Page 15 of 30 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
PENNSYLVANIA
5 Sole Voting Power
Number of 18,600
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 18,600
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
18,600
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
.07%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 16 of 30 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) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
iv) Winston Partners, L.P., a Delaware limited
partnership ("Winston L.P.");
v) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM");
vi) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
vii) Winston Partners II LLC, a Delaware limited liability
company ("Winston LLC");
viii) Chatterjee Advisors LLC, a Delaware limited liability
company ("Chatterjee Advisors");
ix) Chatterjee Management Company, a Delaware corporation
("Chatterjee Management")
x) Purnendu Chatterjee ("Dr. Chatterjee"); and
xi) Duquesne Capital Management, L.L.C., a Pennsylvania
limited liability company ("Duquesne LLC").
As a result of the disposition of all of the Shares (as
defined herein) held for the account of Quantum Industrial Partners LDC ("QIP"),
QIP, QIH Management Investor, L.P. and QIH Management, Inc. may no longer be
deemed the beneficial owners of any Shares (as defined herein).
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"), Mr. Soros, Winston L.P., Winston LDC, Winston LLC,
Dr. Chatterjee and the Duquesne LLC Clients (as defined herein).
<PAGE>
Page 17 of 30 Pages
SFM LLC serves as principal investment manager to Quantum
Partners. As such, SFM LLC 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.
Mr. Druckenmiller also owns a 75% interest in, and is the sole
managing member of, Duquesne LLC, an investment advisory firm that serves as
investment advisor to a limited number of institutional clients (the "Duquesne
LLC Clients").
Dr. Chatterjee has provided advice to Mr. Soros relating to
his personal investment in Shares.
CFM is the general partner of Winston L.P. Dr. Chatterjee is
the sole general partner of CFM.
Chatterjee Advisors serves as the manager of each of Winston
LDC and Winston LLC and is responsible for supervising the operations of Winston
LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC
and Winston LLC. Chatterjee Advisors is managed and controlled by Dr.
Chatterjee.
Chatterjee Management 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 Management is managed and controlled by Dr. Chatterjee.
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 each of 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 each of
Winston L.P., CFM, Winston LLC, Chatterjee Advisors, Chatterjee Management and
Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106.
The address of the principal business office of Winston LDC is
Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
The address of the principal business office of Duquesne LLC
is 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
Item 2(c) Citizenship:
(i) SFM LLC is a Delaware limited liability company;
<PAGE>
Page 18 of 30 Pages
(ii) Mr. Soros is a United States citizen;
(iii) Mr. Druckenmiller is a United States citizen;
(iv) Winston L.P. is a Delaware limited partnership;
(v) CFM is a Delaware limited partnership;
(vi) Winston LDC is a Cayman Islands exempted limited
duration company;
(vii) Winston LLC is a Delaware limited liability company;
(viii) Chatterjee Advisors is a Delaware limited liability
company;
(ix) Chatterjee Management is a Delaware corporation;
(x) Dr. Chatterjee is a United States citizen; and
(xi) Duquesne LLC is a Pennsylvania limited liability
company.
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.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 1999, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) SFM LLC may be deemed to be the beneficial owner of
the 250,000 Shares held for the account of Quantum Partners.
(ii) Mr. Soros may be deemed to be the beneficial owner of
262,492 Shares. This number consists of (A) 12,492 Shares held for his personal
account and (B) 250,000 Shares held for the account of Quantum Partners.
(iii) Mr. Druckenmiller may be deemed to be the beneficial
owner of 268,600 Shares. This number consists of (A) 250,000 Shares held for the
account of Quantum Partners and (B) 18,600 Shares held for the accounts of the
Duquesne LLC Clients.
(iv) Winston L.P. and CFM may be deemed to be the
beneficial owner of the 220,871 Shares held for the account of Winston L.P.
<PAGE>
Page 19 of 30 Pages
(v) Winston LDC may be deemed the beneficial owner of the
150,000 Shares held for its account.
(vi) Winston LLC may be deemed the beneficial owner of the
150,000 Shares held for its account.
(vii) Each of Chatterjee Management and Chatterjee Advisors
may be deemed the beneficial owner of 300,000 Shares. This number consists of
(A) 150,000 Shares held for the account of Winston LDC and (B) 150,000 Shares
held for the account of Winston LLC.
(viii) Dr. Chatterjee may be deemed to be the beneficial
owner of 564,068 Shares. This number consists of (A) 43,197 Shares held for his
personal account, (B) 150,000 Shares held for the account of Winston LDC, (C)
150,000 Shares held for the account of Winston LLC and (D) 220,871 Shares held
for the account of Winston L.P.
(ix) Duquesne LLC may be deemed to be the beneficial owner
of the 18,600 Shares held for the accounts of the Duquesne LLC Clients.
Item 4(b) Percent of Class:
(i) The number of Shares of which SFM LLC may be deemed
to be the beneficial owner constitutes approximately .96% of the total number of
Shares outstanding.
(ii) The number of Shares of which Mr. Soros may be deemed
to be the beneficial owner constitutes approximately 1.01% of the total number
of Shares outstanding.
(iii) The number of Shares of which Mr. Druckenmiller may
be deemed to be the beneficial owner constitutes approximately 1.03% 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 .85%
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 .58% 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 .58% 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 1.16% 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 2.17% of the total
number of Shares outstanding.
(ix) The number of Shares which Duquesne LLC may be deemed
to be the beneficial owner constitutes approximately .07% of the total number of
Shares outstanding.
<PAGE>
Page 20 of 30 Pages
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:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 250,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 250,000
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 12,492
(ii) Shared power to vote or to direct the vote: 250,000
(iii) Sole power to dispose or to direct the disposition of: 12,492
(iv) Shared power to dispose or to direct the disposition of: 250,000
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 18,600
(ii) Shared power to vote or to direct the vote: 250,000
(iii) Sole power to dispose or to direct the disposition of: 18,600
(iv) Shared power to dispose or to direct the disposition of: 250,000
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 220,871
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 220,871
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 21 of 30 Pages
CFM
---
(i) Sole power to vote or to direct the vote: 220,871
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 220,871
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 150,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 150,000
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 150,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 150,000
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 300,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 300,000
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 300,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 300,000
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 22 of 30 Pages
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 564,068
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 564,068
(iv) Shared power to dispose or to direct the disposition of: 0
Duquesne LLC
------------
(i) Sole power to vote or to direct the vote: 18,600
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 18,600
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following [x].
item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) 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.
(ii) 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.
(iii) 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.
(iv) 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.
(v) 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.
(vi) 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.
<PAGE>
Page 23 of 30 Pages
(vii) The Duquesne LLC Clients have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for their account.
SFM LLC expressly disclaims beneficial ownership of any Shares
held directly for the accounts of Mr. Soros, Winston L.P., Winston LDC, Winston
LLC, Dr. Chatterjee and the Duquesne LLC Clients. Mr. Soros expressly disclaims
beneficial ownership of any Shares held directly for the accounts of Winston
L.P., Winston LDC, Winston LLC, Dr. Chatterjee and the Duquesne LLC Clients. Mr.
Druckenmiller expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Mr. Soros, Winston L.P., Winston LDC, Winston LLC
and Dr. Chatterjee. Each of Winston L.P. and CFM expressly disclaims beneficial
ownership of any Shares held directly for the accounts of Quantum Partners, Mr.
Soros, Winston LDC, Winston LLC, Dr. Chatterjee and the Duquesne LLC Clients.
Winston LDC expressly disclaims beneficial ownership of any Shares held directly
for the accounts of Quantum Partners, Mr. Soros, Winston L.P., Winston LLC, Dr.
Chatterjee and the Duquesne LLC Clients. Winston LLC expressly disclaims
beneficial ownership of any Shares held directly for the accounts of Quantum
Partners, Mr. Soros, Winston L.P., Winston LDC, Dr. Chatterjee and the Duquesne
LLC Clients. Each of Chatterjee Advisors and Chatterjee Management expressly
disclaims beneficial ownership of any Shares held directly for the accounts of
Quantum Partners, Mr. Soros, Winston L.P., Dr. Chatterjee and the Duquesne LLC
Clients. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares
held directly for the accounts of Quantum Partners, Mr. Soros and the Duquesne
LLC Clients. Duquesne LLC expressly disclaims beneficial ownership of any Shares
held directly for the accounts of Quantum Partners, Mr. Soros, Winston L.P.,
Winston LDC, Winston LLC and Dr. Chatterjee.
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 30 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 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 25 of 30 Pages
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 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 10, 2000 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 10, 2000 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 10, 2000 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 26 of 30 Pages
Date: February 10, 2000 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Manager
Date: February 10, 2000 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Vice President
Date: February 10, 2000 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 10, 2000 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
----------------------------------------
Gerald Kerner
Managing Director
<PAGE>
Page 27 of 30 Pages
EXHIBIT INDEX
Page No.
--------
G. Joint Filing Agreement dated February 10, 2000 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, Dr. Purnendu Chatterjee and Duquesne
Capital Management, L.L.C............................... 28
Page 28 of 30 Pages
EXHIBIT G
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 February 10, 2000 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(k) under the Securities Exchange Act of 1934.
Date: February 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
--------------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Vice President
Date: February 10, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Assistant General Counsel
<PAGE>
Page 29 of 30 Pages
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 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 10, 2000 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 10, 2000 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 30 of 30 Pages
Date: February 10, 2000 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
Date: February 10, 2000 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Manager
Date: February 10, 2000 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Vice President
Date: February 10, 2000 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 10, 2000 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
----------------------------------------
Gerald Kerner
Managing Director
