UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SEPRACOR INC.
------------------------------------
(Name of Issuer)
Common Stock, $0.10 Par Value
-----------------------------------
(Title of Class of Securities)
817315103
-----------------------
(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 29, 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 34 Pages
Exhibit Index: Page 27
<PAGE>
Page 2 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
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*
AF
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 740,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 740,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
740,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.69%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
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*
PF
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 387,500
Shares
Beneficially 8 Shared Voting Power
Owned By 740,000
Each
Reporting 9 Sole Dispositive Power
Person 387,500
With
10 Shared Dispositive Power
740,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,127,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.10%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
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*
AF
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 740,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
740,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
740,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.69%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
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*
WC
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 185,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 185,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
185,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.67%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
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*
AF
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 185,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 185,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
185,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.67%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Winston Partners II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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 223,750
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 223,750
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
223,750
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.81%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Winston Partners II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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 113,750
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 113,750
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
113,750
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.41%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Advisors LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
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 337,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 337,500
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
337,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.23%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Management Company
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
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 337,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 337,500
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
337,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.23%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 34 Pages
SCHEDULE 13D
CUSIP No. 817315103
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*
AF
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 522,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 522,500
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
522,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.90%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 34 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.10 par value per share (the "Shares"), of Sepracor Inc. (the "Issuer"). This
Statement is being filed by the Reporting Persons (as defined herein) to report
recent acquisitions of Shares of the Issuer as a result of which certain of the
Reporting Persons may be deemed to be the beneficial owners of more than 5% of
the total number of outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is 111 Locke Drive, Marlborough,
Massachusetts 01752.
Item 2. Identity and Background.
This statement is being filed on behalf of the following persons
(collectively, the "Reporting Persons"):
(i) Soros Fund Management LLC ("SFM LLC");
(ii) George Soros ("Mr. Soros")
(iii) Stanley F. Druckenmiller ("Mr. Druckenmiller");
(iv) Winston Partners, L.P. ("Winston Partners")
(v) Chatterjee Fund Management, L.P. ("CFM");
(vi) Winston Partners II LDC ("Winston LDC");
(vii) Winston Partners II LLC ("Winston LLC");
(viii) Chatterjee Advisors LLC ("Chatterjee Advisors");
(ix) Chatterjee Management Company ("Chatterjee Management"); and
(x) Purnendu Chatterjee ("Dr. Chatterjee");
This statement relates to Shares held for the accounts of Quantum
Partners (as defined herein), Winston Partners, Winston LDC, Winston LLC and Mr.
Soros.
<PAGE>
Page 13 of 34 Pages
The Reporting Persons
SFM LLC, Mr. Soros and Mr. Druckenmiller
- ----------------------------------------
SFM LLC, a Delaware limited liability company, has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. The business
of SFM LLC is managed through a Management Committee (the "Management
Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein.
Its principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients"),
including Quantum Fund (as defined herein) and Quantum Partners, the principal
operating subsidiary of Quantum Fund. SFM LLC has been granted investment
discretion over portfolio investments, including the Shares, held for the
account of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners") and Quantum Fund N.V., a Netherlands Antilles
company ("Quantum Fund"). Each of Quantum Fund and Quantum Partners has its
principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
SFM LLC's contracts with the SFM Clients generally provide that SFM LLC is
responsible for designing and implementing the SFM Clients' overall investment
strategies; for conducting direct portfolio management strategies to the extent
that SFM LLC determines that it is appropriate to utilize its own portfolio
management capabilities; for selecting, evaluating and monitoring other
investment advisors who manage separate portfolios on behalf of the SFM Clients;
and for allocating and reallocating the SFM Clients' assets among the outside
managers and itself.
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 Shares held for the account of Quantum Partners. 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 Shares held for the account of Quantum Partners. Set forth
in Annex A 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, 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 the Shares held for the account of Quantum Partners
as a result of the contractual authority of SFM LLC to exercise voting and
dispositive power with respect to such Shares.
During the past five years, none of the Reporting Persons,
Quantum Partners 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
it or 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.
<PAGE>
Page 14 of 34 Pages
Winston Partners, CFM, Winston LDC, Winston LLC, Chatterjee Advisors and
Chatterjee Management
- --------------------------------------------------------------------------------
Winston Partners is a Delaware limited partnership which is
principally engaged in investing in securities. CFM is a Delaware limited
partnership and the general partner of Winston Partners. Dr. Chatterjee is the
sole general partner of CFM. The principal business of CFM is to serve as the
sole general partner of Winston Partners. The principal office of Winston
Partners and CFM is located at 888 Seventh Avenue, 30th Floor, New York, New
York 10106. Pursuant to regulations promulgated under Section 13(d) of the Act,
CFM, as the sole general partner of Winston Partners, may be deemed a beneficial
owner of the Shares held for the account of Winston Partners.
Winston LDC is a Cayman Islands exempted limited duration company
with its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. Winston LDC was organized as the operating unit of Winston Partners II
Offshore Ltd., an open-end investment company incorporated in the British Virgin
Islands (the "Winston Offshore"). Winston Offshore invests all of its assets in
Winston LDC, and is the largest shareholder in Winston LDC. Chatterjee Advisors
and Chatterjee Fund Investors LDC (an affiliate of Chatterjee Advisors) are also
shareholders of Winston LDC. The principal business of Winston LDC is investing
in securities.
Winston LLC is a limited liability company formed under the laws
of the State of Delaware with its principal office at 888 Seventh Avenue, 30th
Floor, New York, New York 10106. Chatterjee Advisors and Chatterjee Fund
Investors LDC (an affiliate of Chatterjee Advisors) are also shareholders of
Winston LLC. The principal business of Winston LLC is investing in securities.
Chatterjee Advisors, a Delaware limited liability company that is
managed and controlled by Dr. Chatterjee, serves as the manager, and is
responsible for supervising the operations, of each of Winston LDC and Winston
LLC. The principal office of Chatterjee Advisors is located at 888 Seventh
Avenue, 30th Floor, New York, New York 10106. Chatterjee Management, a Delaware
corporation that is managed and controlled by Dr. Chatterjee, serves as
investment advisor to each of Winston LDC and Winston LLC pursuant to investment
management contracts between Chatterjee Management, Chatterjee Advisors and each
of Winston LDC and Winston LLC. As such, Chatterjee Management has full
discretion and authority to make investments in securities (including the
Shares) on behalf of each of Winston LDC and Winston LLC. The principal office
of Chatterjee Management is located at 888 Seventh Avenue, 30th Floor, New York,
New York 10106.
Pursuant to regulations promulgated under Section 13(d) of the
Act, each of 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 securities
(including the Shares) held for the account of each of Winston LDC and Winston
LLC.
During the past five years, none of Winston Partners, CFM,
Winston LDC, Winston LLC, Chatterjee Advisors and Chatterjee Management has
been: (a) convicted in a criminal proceeding; or (b) a party to any civil
proceeding as a result of which any of them 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.
<PAGE>
Page 15 of 34 Pages
Dr. Chatterjee
- --------------
The principal occupation of Dr. Chatterjee, a United States
citizen, is as an investment manager. Dr. Chatterjee has his principal place of
business at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Pursuant
to regulations promulgated under Section 13(d) of the Act, Dr. Chatterjee may be
deemed the beneficial owner of securities (including the Shares) held for the
account of Winston Partners (as the sole general partner of CFM and the person
ultimately in control of Winston Partners), Winston II LDC (as manager and the
person ultimately in control of Chatterjee Advisors and Chatterjee Management)
and Winston II LLC (as manager and the person ultimately in control of
Chatterjee Advisors and Chatterjee Management).
On January 13, 1993, the Securities and Exchange Commission (the
"Commission") filed a civil complaint in the United States District Court for
the District of Massachusetts against certain defendants, including Dr.
Chatterjee, wherein the Commission alleged that Dr. Chatterjee engaged in
conduct in violation of, or aided and abetted certain alleged violations of,
Sections 10(b) and 14(e) of the Act and certain rules promulgated thereunder.
Dr. Chatterjee settled the Commission's action on the same date it was filed
without admitting or denying the allegations of the complaint. Dr. Chatterjee
consented to the entry of a Final Judgment restraining and enjoining him from,
inter alia, violating, or aiding and abetting violations of, Sections 10(b) and
14(e) of the Act and the rules promulgated thereunder. Dr. Chatterjee also
agreed to pay a civil penalty of $643,855. During the past five years, Dr.
Chatterjee, has not been convicted in any criminal proceeding.
Item 3. Source and Amount of Funds or Other Consideration
Quantum Partners expended approximately $24,378,537 of its
working capital to purchase Shares reported herein as being acquired in the last
60 days.
Mr. Soros expended approximately $13,400,257 of his personal
funds to purchase Shares reported herein as being acquired in the last 60 days.
Winston Partners expended approximately $5,837,816 of its working
capital to purchase Shares reported herein as being acquired in the last 60
days.
Winston LDC expended approximately $6,985,146 of its working
capital to purchase Shares reported herein as being acquired in the last 60
days.
Winston LLC expended approximately $3,548,801 of its working
capital to purchase Shares reported herein as being acquired in the last 60
days.
The Shares held for the accounts of Quantum Partners, Mr. Soros,
Winston Partners, Winston LDC and Winston LLC may be held through margin
accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in their margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firms'
credit policies. The Shares which may be held in the margin accounts are pledged
as collateral security for the repayment of debit balances in the respective
accounts.
<PAGE>
Page 16 of 34 Pages
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quantum Partners, Mr. Soros, Winston Partners,
Winston LDC and Winston LLC were acquired or disposed of for investment
purposes. Neither Quantum Partners, 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, or cause to be
disposed of, 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 the SFM LLC Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) SFM LLC and Mr. Druckenmiller may be deemed the
beneficial owner of the 740,000 Shares held for the account of Quantum Partners
(approximately 2.69% of the total number of Shares outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of
1,127,500 Shares (approximately 4.10% of the total number of Shares
outstanding). This number consists of (A) 740,000 Shares held for the account of
Quantum Partners and (B) 387,500 Shares held for his personal account.
(iii)Winston Partners and CFM may be deemed the beneficial
owner of 185,000 Shares held for the account of Winston Partners (approximately
0.67% of the total number of Shares outstanding).
(iv) Winston LDC may be deemed the beneficial owner of the
223,750 Shares held for its account (approximately 0.81% of the total number of
Shares outstanding).
(v) Winston LLC may be deemed the beneficial owner of the
113,750 Shares held for its account (approximately 0.41% of the total number of
Shares outstanding).
(vi) Chatterjee Management and Chatterjee Advisors may be
deemed the beneficial owner of 337,500 Shares (approximately 1.23% of the total
number of Shares outstanding). This number consists of (A) 223,750 Shares which
Winston LDC may be deemed to own beneficially and (B) 113,750 Shares which
Winston LLC may be deemed to own beneficially.
(vii)Dr. Chatterjee may be deemed the beneficial owner of
522,500 Shares (approximately 1.90% of the total number of Shares outstanding).
This number consists of (A) 337,500 Shares which Chatterjee Management and
Chatterjee Advisors may be deemed to own beneficially and (B) 185,000 Shares
which CFM and Winston Partners may be deemed to own beneficially.
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 740,000 Shares held for the account of Quantum Partners.
<PAGE>
Page 17 of 34 Pages
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 740,000
Shares held for the account of Quantum Partners.
(iii)Mr. Soros has the sole power to vote and dispose of
the 387,500 Shares held for his personal account.
(iv) Each of Winston LDC, Chatterjee Advisors (in its
capacity as manager of Winston LDC), Chatterjee Management (in its capacity as
investment advisor to Winston LDC) and Dr. Chatterjee (as the person ultimately
in control of both Chatterjee Advisors and Chatterjee Management) may be deemed
to have the sole power to direct the voting and disposition of the 223,750
Shares held for the account of Winston LDC.
(v) Each of Winston LLC, Chatterjee Advisors (in its
capacity as manager of Winston LLC), Chatterjee Management (in its capacity as
investment advisor to Winston LLC) and Dr. Chatterjee (in his capacity as the
person ultimately in control of both Chatterjee Advisors and Chatterjee
Management) may be deemed to have the sole power to direct the voting and
disposition of the 113,750 Shares held for the account of Winston LLC.
(vi) Each of Winston L.P., CFM (as the general partner of
Winston L.P.) 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
185,000 Shares held for the account of Winston L.P.
(c) Except for the transactions disclosed on Annex B
attached hereto, all of which were executed in routine brokerage transactions in
the over-the-counter market, there have been no transactions effected with
respect to the Shares since September 11, 1997 (60 days prior to the date
hereof) by any of the Reporting Persons or Quantum Partners.
(d) (i) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the account of 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 shareholders of Winston LDC, including Winston
Offshore, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held by Winston LDC in accordance with
their ownership interests in Winston LDC.
(iv) The members of Winston LLC have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of Winston LLC in accordance with their ownership
interests in Winston LLC.
(v) The partners of Winston Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of Winston Partners in accordance with their
partnership interests in Winston Partners.
<PAGE>
Page 18 of 34 Pages
(e) Not applicable.
Each of SFM LLC and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares not held for the accounts of the SFM Clients.
Mr. Soros expressly disclaims beneficial ownership of any Shares not held for
the accounts of the SFM Clients and his personal account. Each of Chatterjee
Advisors and Chatterjee Management expressly disclaims beneficial ownership of
any Shares not held directly for the accounts of Winston LDC and Winston LLC.
Winston LDC expressly disclaims beneficial ownership of any Shares not held for
its account. Winston LLC expressly disclaims beneficial ownership of any Shares
not held directly for its account. Each of Winston Partners and CFM expressly
disclaims beneficial ownership of any Shares not held directly for the account
of Winston Partners. Dr. Chatterjee expressly disclaims beneficial ownership of
any Shares not held for the accounts of Winston Partners, Winston LDC and
Winston LLC.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Dr. Chatterjee has reached understandings with each of Quantum
Partners and SFM LLC pursuant to which Dr. Chatterjee will furnish to each of
Quantum Partners and SFM LLC recommendations concerning transactions in the
Shares. It is contemplated by the Reporting Persons that Dr. Chatterjee will
share in any profits with respect to Shares held for the account of Quantum
Partners and in any profits or losses with respect to Shares held for the
account of Mr. Soros.
From time to time each of the Reporting Persons, Quantum Partners
and/or other 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 law, each of such persons or entities
may borrow 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 set forth herein, the Reporting Persons, Quantum
Partners and/or other SFM Clients do not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
<PAGE>
Page 19 of 34 Pages
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.
C. Power of Attorney, dated May 31, 1995, granted by Dr. Chatterjee
in favor of Mr. Peter Hurwitz.
D. Power of Attorney, dated October 25, 1996, granted by Winston LDC
in favor of Mr. Peter Hurwitz.
E. Joint Filing dated November 10, 1997 by and among SFM LLC, Mr.
Soros, Mr. Druckenmiller, Winston Partners, CFM, Winston LDC,
Winston LLC, Chatterjee Advisors, Chatterjee Management and Dr.
Chatterjee.
<PAGE>
Page 20 of 34 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 10, 1997
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
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
<PAGE>
Page 21 of 34 Pages
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Manager
CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Manager
CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
<PAGE>
Page 22 of 34 Pages
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 23 of 34 Pages
ANNEX A
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.
<PAGE>
<TABLE>
<CAPTION>
Page 24 of 34 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
SEPRACOR INC.
Date of Nature of Number of Price
For the Account of Transaction Transaction Shares Per Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Partners/1/ 9/16/97 BUY 85,700 31.851
9/16/97 BUY 115,000 30.26
9/17/97 BUY 4,300 32.145
9/17/97 BUY 48,800 32.269
9/17/97 BUY 164,600 32.174
9/18/97 BUY 30,800 32.312
9/18/97 BUY 9,200 32.375
9/18/97 BUY 30,800 32.275
9/18/97 BUY 15,800 32.259
9/19/97 BUY 17,500 33.483
9/22/97 BUY 33,300 35.814
9/23/97 BUY 39,700 35.975
9/24/97 BUY 81,900 36.133
9/25/97 BUY 21,200 35.125
9/25/97 BUY 41,400 35.089
Quasar Partners/2/ 9/26/97 SALE 3,300 33.91
(as defined herein) 9/26/97 SALE 12,500 33.911
9/26/97 SALE 3,500 33.909
9/26/97 SALE 5,000 33.912
9/26/97 SALE 5,000 33.912
9/26/97 SALE 4,000 33.91
9/26/97 SALE 2,500 33.912
9/26/97 SALE 2,000 33.904
Winston Partners LDC 9/9/97 BUY 50,000 25.371
9/10/97 BUY 30,000 25.104
9/11/97 BUY 20,000 27.901
10/28/97 BUY 20,100 32.76
10/28/97 BUY 1,900 32.07
10/29/97 BUY 25,100 36.151
10/30/97 BUY 8,800 36.041
10/30/97 BUY 8,400 35.3
10/31/97 BUY 2,000 35.773
10/31/97 BUY 26,900 35.718
<PAGE>
Page 25 of 34 Pages
Date of Nature of Number of Price
For the Account of Transaction Transaction Shares Per Share
- ------------------ ----------- ----------- --------- ---------
Winston Partners LDC (cont.) 11/3/97 BUY 5,400 35.981
11/4/97 BUY 3,350 36.676
11/4/97 BUY 13,400 37.462
11/7/97 BUY 8,400 37.317
Winston Partners LLC 9/9/97 BUY 25,000 25.371
9/10/97 BUY 15,000 25.104
9/11/97 BUY 10,000 27.901
10/28/97 BUY 9,900 32.76
10/28/97 BUY 3,900 32.07
10/29/97 BUY 12,300 36.151
10/30/97 BUY 4,400 36.041
10/30/97 BUY 4,100 35.3
10/31/97 BUY 1,000 35.773
10/31/97 BUY 13,100 35.718
11/3/97 BUY 2,700 35.981
11/4/97 BUY 1,650 36.676
11/4/97 BUY 6,600 37.462
11/7/97 BUY 4,100 37.317
Winston Partners, L.P. 9/9/97 BUY 25,000 25.371
9/10/97 BUY 15,000 25.104
9/11/97 BUY 10,000 27.901
9/17/97 BUY 1,100 32.145
9/17/97 BUY 12,300 32.269
9/17/97 BUY 41,200 32.174
9/18/97 BUY 7,700 32.312
9/18/97 BUY 2,300 32.375
9/18/97 BUY 7,700 32.275
9/18/97 BUY 3,900 32.259
9/19/97 BUY 4,500 33.483
9/22/97 BUY 8,400 35.814
9/23/97 BUY 10,000 35.975
9/24/97 BUY 20,500 36.133
9/25/97 BUY 5,100 35.125
9/25/97 BUY 10,300 35.089
Mr. Soros 9/17/97 BUY 1,600 32.145
9/17/97 BUY 18,200 32.269
9/17/97 BUY 61,500 32.174
9/18/97 BUY 11,500 32.312
9/18/97 BUY 3,500 32.375
9/18/97 BUY 11,500 32.275
9/18/97 BUY 5,900 32.259
9/19/97 BUY 6,500 33.483
9/22/97 BUY 12,400 35.814
9/23/97 BUY 14,800 35.975
9/24/97 BUY 30,600 36.133
9/25/97 BUY 6,500 35.125
<PAGE>
Page 26 of 34 Pages
Date of Nature of Number of Price
For the Account of Transaction Transaction Shares Per Share
- ------------------ ----------- ----------- --------- ---------
Mr. Soros (cont.) 9/25/97 BUY 15,500 35.089
10/28/97 BUY 30,000 32.76
10/28/97 BUY 5,800 32.07
10/29/97 BUY 37,400 36.151
10/30/97 BUY 12,500 35.3
10/30/97 BUY 13,200 36.041
10/31/97 BUY 3,000 35.773
10/31/97 BUY 40,000 35.718
11/3/97 BUY 8,100 35.981
11/4/97 BUY 5,000 36.676
11/4/97 BUY 20,000 37.462
11/7/97 BUY 12,500 37.317
- -------------------------
/1/ Transactions effected at the direction of SFM LLC.
/2/ Transactions effected at the direction of Oracle Investment Management, Inc. ("OIM"). At the
direction of SFM LLC, Quasar International Partners C.V., a Netherlands Antilles limited
partnership ("Quasar Partners") entered into an investment advisory contract with OIM pursuant
to which OIM was granted investment discretion over certain funds of Quasar Partners. As a
result of these sales, Quasar Partners may no longer be deemed the beneficial owner of any
Shares.
</TABLE>
<PAGE>
Page 27 of 34 Pages
EXHIBIT INDEX
Page No.
-------
A. Power of Attorney dated as of January 1, 1997 granted
by Mr. George Soros in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus..............................................28
B. Power of Attorney dated as of January 1, 1997 granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus...................................29
C. Power of Attorney, dated May 31, 1995, granted by Dr.
Chatterjee in favor of Mr. Peter Hurwitz.........................30
D. Power of Attorney, dated October 25, 1996, granted by
Winston Partners II LDC in favor of Mr. Peter
Hurwitz..........................................................31
E. Joint Filing dated November 10, 1997 by and among Soros
Fund Management LLC, Mr. George Soros, Mr. Stanley F.
Druckenmiller, Winston Partners, L.P., Chatterjee Fund
Management, L.P., Winston Partners II LDC, Winston
Partners II LLC, Chatterjee Advisors LLC, Chatterjee
Management Company and Purnendu Chatterjee.......................32
Page 28 of 34 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
--------------------------
GEORGE SOROS
Page 29 of 34 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
----------------------------------
STANLEY F. DRUCKENMILLER
Page 30 of 34 Pages
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney in fact for the
purpose of executing in my name or in my personal capacity all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder,
including: (1) all documents relating to the beneficial ownership of securities
required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of
the Act including, without limitation: (a) any acquisition statements on
Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing
agreements pursuant to Rule 13(d)-1(f) and (c) any initial statements of, or
statements of changes in, beneficial ownership of securities on Form 3, Form 4
or Form 5 and (2) any information statements on Form 13F required to be filed
with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 31st day of May, 1995.
/s/ Purnendu Chatterjee
----------------------------------------
PURNENDU CHATTERJEE
Page 31 of 34 Pages
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned, Winston Partners II LDC
(the "Company"), a Cayman Islands exempted limited duration company, hereby
makes, constitutes and appoints PETER A. HURWITZ as the Company's agent and
attorney in fact for the purpose of executing on behalf of the Company, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by the
Company.
IN WITNESS WHEREOF, the Company has executed this instrument this 25th day of
October, 1996.
WINSTON PARTNERS II LDC
By: /s/ Kieran Conroy /s/ Wiekert Weber
------------------------------------
Name: Kieran Conroy / Wiekert Weber
Page 32 of 34 Pages
EXHIBIT E
JOINT FILING
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Sepracor Inc. dated November 10, 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: November 10, 1997
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
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
<PAGE>
Page 33 of 34 Pages
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Manager
CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Manager
CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
<PAGE>
Page 34 of 34 Pages
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
