UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
BECKMAN INSTRUMENTS, INC
---------------------------------------
(Name of Issuer)
Common Stock, $.10 Par Value
-----------------------------------------
(Title of Class of Securities)
075816108
---------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 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 [_].
Check the following box if a fee is being paid with the statement [_].** (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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.
Continued on following page(s)
Page 1 of 23 Pages
Exhibit Index: Page 19
- ------------------------
* Initial filing with respect to Soros Fund Management LLC and Mr. Stanley
F. Druckenmiller.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 23 Pages
SCHEDULE 13D
CUSIP No. 075816108
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 1,005,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,005,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,005,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.47%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 23 Pages
SCHEDULE 13D
CUSIP No. 075816108
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 1,005,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,005,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,005,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.47%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 23 Pages
SCHEDULE 13D
CUSIP No. 075816108
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 1,005,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,005,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,005,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.47%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 23 Pages
SCHEDULE 13D
CUSIP No. 075816108
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 1,005,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,005,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,005,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.47%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 23 Pages
SCHEDULE 13D
CUSIP No. 075816108
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 991,385
Shares
Beneficially 8 Shared Voting Power
Owned By 1,005,485
Each
Reporting 9 Sole Dispositive Power
Person 991,385
With
10 Shared Dispositive Power
1,005,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,996,870
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
6.88%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 23 Pages
SCHEDULE 13D
CUSIP No. 075816108
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 1,005,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,005,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,005,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.47%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 23 Pages
SCHEDULE 13D
CUSIP No. 075816108
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 685,730
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 685,730
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
685,730
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.36%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 23 Pages
SCHEDULE 13D
CUSIP No. 075816108
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 685,730
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 685,730
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
685,730
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.36%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 23 Pages
SCHEDULE 13D
CUSIP No. 075816108
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) [x]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 685,730
Shares
Beneficially 8 Shared Voting Power
Owned By 1,005,485
Each
Reporting 9 Sole Dispositive Power
Person 685,730
With
10 Shared Dispositive Power
1,005,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,691,215
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.83%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 23 Pages
This Amendment No. 5 to Schedule 13D relates to shares of Common
Stock, $0.10 par value per share (the "Shares"), of Beckman Instruments, Inc.
(the "Issuer"). This Amendment No. 5 supplementally amends the initial statement
on Schedule 13D dated January 22, 1992 and all amendments thereto (collectively,
the "Initial Statement") filed by certain of the Reporting Persons (as defined
herein). This Amendment No. 5 is being filed by the Reporting Persons to report
an agreement between one of the Reporting Persons and Soros Fund Management LLC,
a newly formed Delaware limited liability company ("SFM LLC"), pursuant to which
SFM LLC has been granted investment discretion over certain portfolio
investments, including the Shares, held for the account of Quantum Industrial
Partners LDC ("QIP"). 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) QIP;
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) SFM LLC;
v) George Soros ("Mr. Soros");
vi) Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) Winston Partners, L.P. ("Winston");
viii) Chatterjee Fund Management, L.P. ("CFM"); and
ix) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
The Reporting Persons
SFM LLC, Mr. Soros and Mr. Druckenmiller
- ----------------------------------------
In connection with the restructuring of the business of SFM,
which will now be conducted through SFM LLC, Mr. Soros has entered into an
agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros
has, among other things, agreed to use his best efforts to cause QIH Management,
as the general partner of QIHMI, to act at the direction of SFM LLC, which
agreement to
<PAGE>
Page 12 of 23 Pages
so act shall terminate upon the earlier of (a) the assignment to SFM LLC of the
legal and beneficial ownership interest in QIH Management and (b) the assignment
to SFM LLC of the general partnership interest in QIHMI (the "QIP Contract").
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. SFM LLC has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. Its principal business is to serve, pursuant to
contract, as the principal investment manager to several foreign investment
companies (the "SFM Clients"). Mr. Soros, as Chairman of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Set forth in Annex B hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Schedule 13D as applicable is a
list of the Managing Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, pursuant to the provisions of the QIP Contract, Mr. Soros, in his
capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead
Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of
securities, including the Shares, held for the account of QIP.
During the past five years, except as disclosed in the Initial
Statement, none of the Reporting Persons and, to the best of the Reporting
Persons' knowledge, any other person identified in response to this Item 2 has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which he has been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The securities held for the accounts of QIP, Mr. Soros, the SFM
Clients and/or Winston may be held through margin accounts maintained with
brokers, which extend margin credit as and when required to open or carry
positions in its margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firm's credit policies. The positions
which may be held in the margin accounts, including the Shares, are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
<PAGE>
Page 13 of 23 Pages
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of QIP, Mr. Soros and/or Winston were acquired or
disposed of for investment purposes. Neither the Reporting Persons nor, to the
best of their knowledge, any of the other individuals identified in response to
Item 2, has any plans or proposals that relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D. The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons and/or SFM Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller may be deemed the beneficial owner of the 1,005,485 Shares held
for the account of QIP (approximately 3.47% of the total number of Shares
outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of
1,996,870 Shares (approximately 6.88% of the total number of Shares
outstanding). This number consists of (A) 991,385 Shares held for his personal
account (B) the 1,005,485 Shares held for the account of QIP.
(iii) Each of Winston and CFM may be deemed the beneficial
owner of the 685,730 Shares currently held for the account of Winston
(approximately 2.36% of the total number of Shares outstanding).
(iv) Dr. Chatterjee may be deemed the beneficial owner of
1,691,215 Shares (approximately 5.83% of the total number of Shares
outstanding). This number consists of (A) 685,730 Shares held for the account of
Winston and (B) 1,005,485 Shares held for the account of QIP.
(b) (i)Each of QIP, QIHMI, QIH Management, SFM LLC (by virtue of
the QIP contract), Mr. Soros (as 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-investment advisor to QIP with respect to the
Shares) may be deemed to have the shared power to direct the voting and
disposition of the 1,005,485 Shares held for the account of QIP.
(ii) Mr. Soros has the sole power to vote and dispose of the
991,385 Shares held for his personal account.
(iii) Each of Winston, CFM, as the sole general partner of
Winston, and Dr. Chatterjee, as the sole general partner of CFM, may be deemed
to have the sole power to direct the voting and disposition of the 685,730
Shares held for the account of Winston.
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, there have been no transactions effected with
respect to the Shares since November 2, 1996 (60 days prior to the date hereof)
by any of the Reporting Persons.
<PAGE>
Page 14 of 23 Pages
(d) (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, securities, including the Shares, held for the account of QIP in accordance
with their share ownership interests in QIP.
(ii) Mr. Soros has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, securities (including
the Shares) held for his personal account.
(iii) The partners of Winston have the right to participate
in the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held for the account of Winston in accordance with their
ownership interests in Winston.
(e) Not applicable.
Each of SFM LLC and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares not held directly for the accounts of the SFM
Clients and for the account of QIP. Mr. Soros expressly disclaims beneficial
ownership of any Shares not held directly for his personal account and the
accounts of the SFM Clients and QIP. Each of QIP, QIHMI and QIH Management
expressly disclaims beneficial ownership of any Shares not held directly for the
account of QIP. Each of Winston and CFM expressly disclaims beneficial ownership
of any Shares not held directly for the account of Winston. Dr. Chatterjee
expressly disclaims beneficial ownership of any Shares not held directly for the
accounts of QIP and Winston.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons and/or the SFM
Clients may lend portfolio securities to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender
and typically provide that the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time, to the
extent permitted by applicable laws, the Reporting Persons and/or the SFM
Clients may borrow securities, including the Shares, for the purpose of
effecting, and may effect, short sale transactions, and may purchase securities
for the purpose of closing out short positions in such securities.
Except as described herein, the Reporting Persons and SFM Clients
do not have any contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
<PAGE>
Page 15 of 23 Pages
C. Joint Filing Agreement dated January 1, 1997 by and among QIP,
QIHMI, QIH Management, SFM LLC, Mr. Soros, Mr. Druckenmiller, Winston, CFM and
Dr. Chatterjee.
D. Power of Attorney dated April 7,1994, granted by QIP in favor
of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus (filed as Exhibit E
to Amendment No. 2 to the Initial Statement and incorporated herein by
reference).
E. Power of Attorney dated May 31, 1995 granted by Dr. Chatterjee
in favor of Mr. Peter Hurwitz (filed as Exhibit A to Amendment No. 3 to the
Initial Statement and incorporated herein by reference).
<PAGE>
Page 16 of 23 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: January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
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
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
<PAGE>
Page 17 of 23 Pages
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.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 18 of 23 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
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
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
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.
<PAGE>
Page 19 of 23 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............................................. 20
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.............................. 21
C. Joint Filing Agreement dated January 1, 1997 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., and Dr. Purnendu
Chatterjee.......................................................... 22
Page 20 of 23 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 21 of 23 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 22 of 23 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Beckman Instruments, Inc. dated January 1, 1997
is, and any amendments thereto 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: January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
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
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
<PAGE>
Page 23 of 23 Pages
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.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
