UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.11)*
PHOENIX INFORMATION SYSTEMS CORP.
---------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
-----------------------------------------------
(Title of Class of Securities)
719077109
-----------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 1997
-------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 20 Pages
<PAGE>
Page 2 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C Phoenix Partners
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
Number of 39,269,999
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 39,269,999
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
39,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
53.68%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Quantum Industrial Partners LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C Phoenix Holdings, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 1,000,000
Shares
Beneficially 8 Shared Voting Power
Owned By 39,269,999
Each
Reporting 9 Sole Dispositive Power
Person 1,000,000
With
10 Shared Dispositive Power
39,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH Management Investor, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH Management, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 41,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
41,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
41,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
54.92%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
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 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
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 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 40,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
40,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
54.31%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 20 Pages
SCHEDULE 13D
CUSIP No. 719077109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Purnendu Chatterjee
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 41,269,999
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
41,269,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
41,269,999
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
54.92%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 20 Pages
This Amendment No. 11 to Schedule 13D relates to shares of Common
Stock, $.01 par value per share (the "Shares"), of Phoenix Information Systems,
Corp. (the "Issuer"). This Amendment No. 11 amends the initial statement on
Schedule 13D dated December 16, 1994 and all amendments thereto (collectively,
the "Initial Statement") filed by certain of the Reporting Persons (as defined
herein). This Amendment No. 11 is being filed by the Reporting Persons to report
that certain warrants to purchase Shares held for the accounts of certain of the
Reporting Persons will become exercisable for Shares on December 22, 1997, sixty
days from the event date hereof. Capitalized terms used herein but not defined
herein shall have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) S-C Phoenix Partners ("Phoenix Partners");
(ii) Quantum Industrial Partners LDC ("QIP");
(iii) S-C Phoenix Holdings, L.L.C. ("Phoenix Holdings");
(iv) QIH Management Investor, L.P. ("QIHMI");
(v) QIH Management, Inc. ("QIH Management");
(vi) SFM LLC;
(vii) George Soros ("Mr. Soros");
(viii) Stanley F. Druckenmiller ("Mr. Druckenmiller");
(ix) Winston Partners, L.P. ("Winston");
(x) Chatterjee Fund Management, L.P. ("CFM"); and
(xi) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
Updated information concerning the officers and directors of QIP and QIHMI is
attached hereto as Annex A and incorporated herein by reference. Updated
information concerning the Managing Directors of SFM LLC is attached hereto as
Annex B and incorporated herein by reference.
<PAGE>
Page 14 of 20 Pages
Item 5. Interest in Securities of the Issuer.
On December 7, 1995 each of QIP and Phoenix Holdings entered into a
Common Stock Purchase Warrant Agreement (the "Three-Year Warrant"), filed as
Exhibit X to Amendment No. 5 to the Initial Statement and incorporated herein by
reference, with the Issuer. Pursuant to Section 3 of the Three-Year Warrant, an
aggregate of up to 2,000,000 warrants may be exercised at any time during the
Exercise Period (as defined therein), which commences on the second anniversary
of the Acquisition Date (as defined in the Options Agreement filed as Exhibit
(v) to Amendment No. 5 to the Initial Statement) (December 22, 1997) and ends on
the fifth anniversary of the Acquisition Date (December 22, 2000). Each warrant
issued pursuant to the Three-Year Warrant entitles the holder to purchase one
Share at a purchase price per Share equal to 85% of the Market Price (as defined
in the Three-Year Warrant) of the Shares averaged over the 10 business days
prior to the Acquisition Date through the 20 business days subsequent to the
Acquisition Date. Each of QIP and Phoenix Holdings were issued 1,000,000 of the
2,000,000 Three-Year Warrants.
(a) (i) Phoenix Partners may be deemed the beneficial owner of
39,269,999 Shares (approximately 53.68% of the total number of Shares which
would be outstanding assuming the exercise or conversion by Phoenix Partners of
all of the convertible securities that it holds). This number consists of the
following securities held for the account of Phoenix Partners: (i) 15,984,999
Shares held by Phoenix Partners, (ii) 4,000,000 Shares issuable to Phoenix
Partners upon exercise of the 4,000,000 warrants presently exercisable by
Phoenix Partners pursuant to the terms of the Warrant Agreement, (iii) the
2,500,000 Shares issuable to Phoenix Partners pursuant to the terms of the
Second Warrant Agreement, (iv) 600,000 Shares issuable upon exercise of the
600,000 warrants issued to Phoenix Partners pursuant to the Second Conversion
Warrants, (v) 345,000 Shares issuable upon exercise of the warrant issued to
Phoenix Partners pursuant to the February Warrant Agreement, (vi) 140,000 Shares
issuable upon conversion of 140,000 warrants issued pursuant to the Additional
Warrant Agreement, (vii) 700,000 Shares issuable upon conversion of the Early
Purchase Warrant and (viii) 15,000,000 Shares issuable upon conversion of the
Series C Shares.
(ii) Each of the Reporting Persons other than Phoenix Partners,
Mr. Soros and Dr. Chatterjee may be deemed a beneficial of 40,269,999 Shares
(approximately 54.31% of the total number of Shares which would be outstanding
assuming the exercise or conversion by the Reporting Persons of all of the
convertible securities that they hold). This number consists of (a) the
39,269,999 Shares held for the account of Phoenix Partners and (b) 1,000,000
Shares issuable upon the exercise of 1,000,000 Three-Year Warrants.
Each of QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros (see
Item 5(a)(iii) below), Mr. Druckenmiller and Dr. Chatterjee (see Item 5(a)(iii)
below) may be deemed a beneficial owner of the 1,000,000 Shares issuable upon
the exercise of the 1,000,000 Three-Year Warrants held for the account of QIP.
Each of Winston, CFM, Dr. Chatterjee (see Item 5(a)(iii) below) and Mr. Soros
(see Item 5(a)(iii) below) may be deemed a beneficial owner of the Shares
issuable upon the exercise of the 1,000,000 Three-Year Warrants held for the
account of Phoenix Holdings.
(iii)Each of Mr. Soros and Dr. Chatterjee may be deemed the
beneficial owner of 41,269,999 Shares (approximately 54.92% of the total number
of Shares which would be outstanding assuming the exercise or conversion by the
Reporting Persons of all of the convertible securities that they hold). This
number consists of (a) the 39,269,999 Shares held for the account of Phoenix
<PAGE>
Page 15 of 20 Pages
Partners, (b) the 1,000,000 Shares issuable upon exercise of the 1,000,000
Three-Year Warrants held for the account of QIP and (c) the 1,000,000 Shares
issuable upon exercise of the 1,000,000 Three-Year Warrants held for the account
of Phoenix Holdings.
Despite the increase reported herein in the number of Shares that each
of the Reporting Persons may be deemed a beneficial owner of, the above
beneficial ownership percentage is lower than that reported in the previous
filing on Schedule 13D due to the fact that, based on public information
provided by the Issuer, the outstanding number of Shares has increased since
such filing.
(b) (i) Phoenix Partners has the sole power to direct the voting and
disposition of the securities of the Issuer (including the Shares) that it holds
directly. Each of the other Reporting Persons may be deemed to have shared power
to direct the voting and disposition of the securities (including the Shares)
held for the account of Phoenix Partners.
(ii) Each of QIP, QIHMI (pursuant to QIP's constituent
documents), QIH Management (by virtue of its position as sole general partner of
QIHMI), SFM LLC (by virtue of the QIP contract), Mr. Soros (as a result of his
position with SFM LLC), Mr. Druckenmiller (as a result of his position with SFM
LLC) and Dr. Chatterjee (as a result of his position as a sub-advisor to QIP
with respect to the Shares) may be deemed to have the shared power to direct the
voting and disposition of the Shares held for the account of QIP.
(iii)Phoenix Holdings may be deemed to have the sole power to
vote and dispose of the securites (including the Shares) held for its account.
Mr. Soros and Winston L.P. (in their capacity as managing members of Phoenix
Holdings) may be deemed to have shared power to direct the voting and
disposition of such securities. CFM (in its capacity as sole general partner of
Winston L.P.) and Dr. Chatterjee (in his capacity as sole general partner of
CFM) may be deemed to have the shared power to direct the voting and disposition
of such securities.
(c) Except as disclosed in this Item 5, there have been no
transactions with respect to the Shares since September 5, 1997 (60 days prior
to the date hereof) by any of the Reporting Persons.
(d) (i) The partners of Phoenix Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities of the Issuer (including the Shares) held by Phoenix Partners in
accordance with their percentage interest in the partnership.
(ii) 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.
(iii)The members of Phoenix Holdings have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held for the account of Phoenix Holdings in accordance with their
ownership interests in Phoenix Holdings.
(e) Not applicable.
<PAGE>
Page 16 of 20 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: November 3, 1997 S-C PHOENIX PARTNERS
By: S-C Phoenix Holding, L.L.C.
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Manager
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
S-C PHOENIX HOLDINGS, L.L.C.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Manager
QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
its general partner
By: /S/ SEAN C. WARREN
------------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Vice President
<PAGE>
Page 17 of 20 Pages
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
its General Partner
By: Purnendu Chatterjee, its
General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 18 of 20 Pages
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 19 of 20 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curacao,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Administrative services Administrative services
Limited Citco Building
Secretary Wickhams Cay
(British Virgin Islands) Road Town
Tortola
British Virgin Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Gary Gladstein Managing Director of 888 Seventh Avenue
Director and President SFM LLC 33rd Floor
(United States) New York, New York 10106
Sean C. Warren Managing Director of 888 Seventh Avenue
Director, Vice President SFM LLC 33rd Floor
and Secretary New York, New York 10106
(United States)
Peter Streinger Chief Financial Officer 888 Seventh Avenue
Treasurer of SFM LLC 33rd Floor
(United States) New York, New York 10106
Michael C. Neus Assistant General 888 Seventh Avenue
Vice President and Counsel of SFM LLC 33rd Floor
Assistant Secretary New York, New York 10106
(United States)
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 20 of 20 Pages
ANNEX B
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
David Gerstenhaber
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
John Zwaanstra
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
