UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SEPRACOR INC.
----------------------
(Name of Issuer)
Common Stock, $0.10 Par Value
-------------------------------
(Title of Class of Securities)
817315104
------------
(CUSIP Number)
September 1, 1998
-------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter 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 22 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 2 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 3 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 450,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 450,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
450,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.60%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 4 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 5 of 22 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 172,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 172,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
172,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
.61%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 6 of 22 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 172,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 172,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
172,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
.61%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 7 of 22 Pages
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 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 303,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 303,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
303,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
1.08%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 8 of 22 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 159,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 159,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
159,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
.56%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 9 of 22 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 462,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 462,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
462,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
1.64%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 10 of 22 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 462,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 462,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
462,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
1.64%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817315104 Page 11 of 22 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DR. PURNENDU CHATTERJEE (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 635,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 635,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
635,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
2.25%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 22 Pages
Item 1(a) Name of Issuer:
Sepracor Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
111 Locke Drive, Marlborough, Massachusetts 01757.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
iv) Winston Partners, L.P., a Delaware limited
partnership ("Winston L.P.");
v) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM");
vi) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
vii) Winston Partners II LLC, a Delaware limited liability
company ("Winston LLC");
viii) Chatterjee Advisors LLC, a Delaware limited liability
company ("Chatterjee Advisors");
ix) Chatterjee Management Company, a Delaware corporation
("Chatterjee Management"); and
x) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to Shares (as defined herein) held for
the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), Winston L.P., Winston LDC, Winston LLC and Mr.
Soros.
SFM LLC, a Delaware limited liability company, serves as
principal investment manager to Quantum Partners and as such, has been granted
investment discretion over portfolio investments including the Shares, held for
the account of Quantum Partners. Mr. Soros is the Chairman of SFM LLC. Mr.
Druckenmiller is Lead Portfolio Manager of SFM LLC and a Member of the
Management Committee of SFM LLC.
<PAGE>
Page 13 of 22 Pages
CFM is a Delaware limited partnership and the general partner
of Winston L.P. Dr. Chatterjee is the sole general partner of CFM. Dr.
Chatterjee has also provided advice to Mr. Soros relating to his personal
investment in Shares.
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. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC.
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.
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.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Winston LDC is
Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The address of the
principal business office of each of SFM LLC, Mr. Soros and Mr. Druckenmiller is
888 Seventh Avenue, 33rd Floor, New York, NY 10106. The address of the principal
business office of each of Winston L.P., CFM, Winston LLC, Chatterjee Advisors,
Chatterjee Management and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New
York, NY 10106.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
iii) Mr. Druckenmiller is a United States citizen;
iv) Winston L.P. is a Delaware limited partnership;
v) CFM is a Delaware limited partnership;
vi) Winston LDC is a Cayman Islands exempted limited
duration company;
vii) Winston LLC is a Delaware limited liability company;
viii) Chatterjee Advisors is a Delaware limited liability
company;
ix) Chatterjee Management is a Delaware corporation; and
x) Dr. Chatterjee is a United States citizen.
<PAGE>
Page 14 of 22 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $.10 par value (the "Shares").
Item 2(e) CUSIP Number:
817315104
Item 3(e) If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of September 3, 1998, each of the Reporting
Persons may be deemed the beneficial owner of the
following number of Shares:
(i) Each of SFM LLC and Mr. Druckenmiller may be
deemed the beneficial owner of 0 Shares.
(ii) Mr. Soros may be deemed the beneficial owner of
the 450,000 Shares held for his personal account.
(iii) Each of Winston L.P. and CFM may be deemed the
beneficial owner of the 172,500 Shares held for the
account of Winston Partners.
(iv) Winston LDC may be deemed the beneficial owner
of 303,500 Shares held for its account.
(v) Winston LLC may be deemed the beneficial owner of
159,000 Shares held for its account.
(vi) Each of Chatterjee Management and Chatterjee
Advisors may be deemed the beneficial owner of
462,500 Shares. This number consists of (A) 303,500
Shares held for the account of Winston LDC and (B)
159,000 Shares held for the account of Winston LLC.
(vii) Dr. Chatterjee may be deemed the beneficial
owner of 635,000 Shares. This number consists of (A)
462,500 Shares which Chatterjee Management and
Chatterjee Advisors may be deemed to own beneficially
and (B) 172,500 Shares held for the account of
Winston L.P.
<PAGE>
Page 15 of 22 Pages
Item 4(b) Percent of Class:
(i) The number of Shares of which each of SFM LLC and
Mr. Druckenmiller may be deemed to be the beneficial
owner constitutes approximately 0% of the total
number of Shares outstanding.
(ii) The number of Shares of which Mr. Soros may be
deemed to be the beneficial owner constitutes
approximately 1.60% of the total number of Shares
outstanding.
(iii) The number of Shares of which each of Winston
L.P. and CFM may be deemed to be the beneficial owner
constitutes approximately .61% of the total number of
Shares outstanding.
(iv) The number of Shares of which Winston LDC may be
deemed to be the beneficial owner constitutes
approximately 1.08% of the total number of Shares
outstanding.
(v) The number of Shares of which Winston LLC may be
deemed to be the beneficial owner constitutes
approximately .56% of the total number of Shares
outstanding.
(vi) The number of Shares of which each of Chatterjee
Advisors and Chatterjee Management may be deemed to
be the beneficial owner constitutes approximately
1.64% of the total number of Shares outstanding.
(vii) The number of Shares of which Dr. Chatterjee
may be deemed to be the beneficial owner constitutes
approximately 2.25% of the total number of Shares
outstanding.
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 net profits with respect to Shares held for
the account of Quantum Partners and in any net profits with
respect to Shares held for the account of Mr. Soros.
<PAGE>
Page 16 of 22 Pages
Item 4(c) Number of shares as to which such person has:
SFM LLC
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
-----------
(i) Sole power to vote or to direct the vote: 450,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 450,000
(iv) Shared power to dispose or to direct the disposition of 0
Mr. Druckenmiller
-------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Winston L.P.
--------------
(i) Sole power to vote or to direct the vote: 172,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 172,500
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
-----
(i) Sole power to vote or to direct the vote: 172,500
(ii) Shared power to vote or to direct the vote: 0
<PAGE>
Page 17 of 22 Pages
(iii) Sole power to dispose or to direct the disposition of: 172,500
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LDC
-------------
(i) Sole power to vote or to direct the vote: 303,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 303,500
(iv) Shared power to dispose or to direct the disposition of 0
Winston LLC
-------------
(i) Sole power to vote or to direct the vote: 159,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 159,000
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
---------------------
(i) Sole power to vote or to direct the vote: 462,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 462,500
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
-----------------------
(i) Sole power to vote or to direct the vote: 462,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 462,500
(iv) Shared power to dispose or to direct the disposition of 0
<PAGE>
Page 18 of 22 Pages
Dr. Chatterjee
----------------
(i) Sole power to vote or to direct the vote: 635,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 635,000
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as
of the date hereof each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of a class of securities, check the following:
[X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) The shareholders of Quantum Partners, including Quantum
Fund N.V., a Netherlands Antilles company, have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held by
Quantum Partners in accordance with their ownership interests in Quantum
Partners.
(ii) Mr. Soros has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held for
his personal account.
(iii) The partners of Winston L.P. have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of Winston L.P. in accordance with their
partnership interests in Winston L.P.
(iv) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LDC in accordance with their ownership interests in
Winston LDC.
(v) The members of Winston LLC have the right to participate
in the receipt of dividends from, or proceeds from the sale of, Shares held by
Winston LLC in accordance with their ownership interests in Winston LLC.
Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial
ownership of any Shares held directly for the accounts of Mr. Soros, Winston
L.P., Winston LDC and Winston LLC. Mr. Soros expressly disclaims beneficial
ownership of any Shares held directly for the accounts of Winston L.P., Winston
LDC and Winston LLC. Each of Winston L.P. and CFM expressly disclaims beneficial
ownership of any Shares held directly for the accounts of Mr. Soros, Winston LDC
and Winston LLC. Winston LDC expressly disclaims beneficial ownership of any
Shares held directly for the accounts of Winston L.P., Winston LLC and Mr.
Soros. Winston LLC expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Winston L.P., Winston LDC and Mr. Soros. Each of
Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial
ownership of any Shares held directly for the accounts of Winston L.P. and Mr.
Soros. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares
held directly for the account of Mr. Soros.
<PAGE>
Page 19 of 22 Pages
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of his/its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the Issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
<PAGE>
Page 20 of 22 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: September 4, 1998 SOROS FUND MANAGEMENT LLC
By: /s/ Michael C. Neus
___________________________________
Michael C. Neus
Assistant General Counsel
Date: September 4, 1998 GEORGE SOROS
By: /s/ Michael C. Neus
___________________________________
Michael C. Neus
Attorney-in-Fact
Date: September 4, 1998 STANLEY F. DRUCKENMILLER
By: /s/ Michael C. Neus
___________________________________
Michael C. Neus
Attorney-in-Fact
Date: September 4, 1998 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 22 Pages
Date: September 4, 1998 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /s/ Peter Hurwitz
____________________
Peter Hurwitz
Attorney-in-Fact
Date: September 4, 1998 WINSTON PARTNERS II LDC
By: /s/ Peter Hurwitz
___________________________________
Peter Hurwitz
Attorney-in-Fact
Date: September 4, 1998 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /s/ Peter Hurwitz
______________________________
Peter Hurwitz
Manager
Date: September 4, 1998 CHATTERJEE ADVISORS LLC
By: /s/ Peter Hurwitz
___________________________
Peter Hurwitz
Manager
Date: September 4, 1998 CHATTERJEE MANAGEMENT COMPANY
By: /s/ Peter Hurwitz
__________________________
Peter Hurwitz
Vice President
<PAGE>
Page 22 of 22 Pages
Date: September 4, 1998 PURNENDU CHATTERJEE
By: /s/ Peter Hurwitz
_______________________
Peter Hurwitz
Attorney-in-Fact
