<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PROTEIN DESIGN LABS, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
74369L103
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(CUSIP Number)
Christopher E. Manno, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 11, 1997
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(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.
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SCHEDULE 13D
CUSIP No. 74369L103
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 966,400
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 966,400
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
966,400
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
5.30%
14 Type of Reporting Person
OO, IA
2
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SCHEDULE 13D
CUSIP No. 74369L103
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
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 966,400
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
966,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
966,400
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
5.30%
14 Type of Reporting Person
IA
3
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SCHEDULE 13D
CUSIP No. 74369L103]
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 350,100
Shares
Beneficially 8 Shared Voting Power
Owned By 966,400
Each
Reporting 9 Sole Dispositive Power
Person 350,100
With
10 Shared Dispositive Power
966,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,316,500
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.23%
14 Type of Reporting Person
IA
4
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SCHEDULE 13D
CUSIP No. 74369L103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [X]
3 SEC Use Only
4 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
Pennsylvania
7 Sole Voting Power
Number of 350,100
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 350,100
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
350,100
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
1.92%
14 Type of Reporting Person
OO, IA
5
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
shares of Common Stock, $0.01 par value per share (the "Common Stock"), of
Protein Design Labs, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 2375 Garcia Avenue, Mountain
View, California 94043. This Statement is being filed by the Reporting Persons
(as defined herein) to report recent transactions in the Common Stock as a
result of which certain of the Reporting Persons may be deemed to be the
beneficial owners of in excess of 5% of the total number of outstanding Common
Stock.
Item 2. Identity and Background.
This statement is being filed on behalf of Soros Fund
Management LLC ("SFM LLC"), a Delaware limited liability company, Duquesne
Capital Management, L.L.C. ("Duquesne LLC"), a Pennsylvania limited liability
company, Mr. George Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr.
Druckenmiller," and together with SFM LLC, Duquesne LLC, and Mr. Soros, the
"Reporting Persons"). This Statement relates to shares of Common Stock held for
the accounts of Quantum Partners and the Duquesne LLC Clients (as defined
herein).
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"), including Quantum Fund N.V., a Netherlands
Antilles company ("Quantum Fund"), and its principal operating subsidiary,
Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners"). Each of Quantum Fund and Quantum Partners has its
principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
SFM LLC's contracts with 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 SFM Clients; and
for allocating and reallocating the SFM Clients' assets among the outside
managers and itself.
The business of SFM LLC is managed through a Management
Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller
and Mr. Gary Gladstein. 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 A hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Statement 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. Mr. Druckenmiller also owns a 75% interest in, and is the sole Managing
Member of, Duquesne LLC, an investment advisory firm which is engaged in a
variety of direct and indirect investments. Duquesne LLC has its principal
offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
Its principal business is to serve, pursuant to contract, as a discretionary
investment advisor to a limited number of institutional clients (the "Duquesne
LLC Clients"). Set forth in Annex B hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Statement as applicable is a list
of the Managing Directors of Duquesne LLC.
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), SFM LLC, Mr. Soros, in
his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his
6
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capacity as Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial
owner of shares of Common Stock 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 Common Stock.
In addition, pursuant to regulations promulgated under Section
13(d) of the Act, each of Duquesne LLC and Mr. Druckenmiller, by virtue of his
interest in, and position as sole Managing Member of, Duquesne LLC, may be
deemed a beneficial owner of shares of Common Stock held for the accounts of the
Duquesne LLC Clients as a result of the contractual authority of Duquesne LLC to
exercise voting and dispositive power with respect to such Common Stock.
During the past five years, none of the Reporting Persons,
Quantum Partners, Quasar Partners nor, 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.
Quantum Partners expended approximately $46,345,158 of its
working capital to purchase the Common Stock which is reported in Item 5(c) as
having been purchased for its account during the past 60 days.
Duquesne LLC expended approximately $16,799,525 of the working
capital of the Duquesne LLC Clients to purchase the Common Stock which is
reported in Item 5(c) as having been purchased for their accounts during the
past 60 days.
The securities held for the accounts of Quantum Partners
and/or the Duquesne LLC Clients 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 shares of Common Stock, are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
Item 4. Purpose of Transaction.
All of the shares of Common Stock reported herein as having
been acquired for or disposed of from the accounts of Quantum Partners and the
Duquesne LLC Clients were acquired or disposed of for investment purposes. None
of Quantum Partners, the Reporting Persons nor, to the best of their knowledge,
any of the other persons 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.
SFM LLC, Mr. Soros and Mr. Druckenmiller 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 SFM Clients, market conditions or other factors.
Similarly, Mr. Druckenmiller and Duquesne LLC 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 Duquesne LLC Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of SFM LLC and Mr. Soros may be deemed the
beneficial owner of the 966,400
7
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shares of Common Stock (approximately 5.30% of the total number of shares of
Common Stock outstanding). This number is comprised entirely of shares held for
the account of Quantum Partners.
(ii) Mr. Druckenmiller may be deemed the beneficial owner of
1,316,500 shares of Common Stock (approximately 7.23% of the total number of
shares of Common Stock outstanding). This number consists of (A) 966,400 shares
of Common Stock held for the account of Quantum Partners and (B) 350,100 shares
of Common Stock held for the accounts of the Duquesne LLC Clients.
(iii) Duquesne LLC may be deemed the beneficial owner of the
350,100 shares of Common Stock for the accounts of the Duquesne LLC Clients
(approximately 1.92% of the total number of shares of Common Stock outstanding).
(b) (i) 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, SFM LLC may be deemed to have sole power and Mr.
Soros and Mr. Druckenmiller may be deemed to have shared power to direct the
voting and disposition of the 966,400 shares of Common Stock held for the
account of Quantum Partners.
(ii) As a result of the contracts between Duquesne LLC and the
Duquesne LLC Clients, and as a result of the position held by Mr. Druckenmiller
with Duquesne LLC, each of Duquesne LLC and Mr. Druckenmiller may be deemed to
have the sole power to direct the voting and disposition of the 350,100 shares
of Common Stock held for the accounts of Duquesne LLC Clients.
(c) Except for the transactions listed in Annex C hereto,
there have been no transactions effected with respect to the shares of Common
Stock since September 22, 1997 (60 days prior to the date hereof) by any of the
Reporting Persons, Quantum Partners or the Duquesne LLC Clients. All of the
transactions listed in Annex C were executed in routine brokerage transactions
on the over-the-counter market.
(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, securities (including shares of Common Stock) held
for the account of Quantum Partners in accordance with their ownership interests
in Quantum Partners.
(ii) The Duquesne LLC Clients have the right to participate in
the receipt of dividends from, or proceeds from the sale of, securities
(including shares of Common Stock) held for the accounts of the Duquesne LLC
Clients in accordance with their advisory contracts with Duquesne LLC.
(e) Not applicable.
Each of SFM LLC and Mr. Soros expressly disclaims beneficial
ownership of any shares of Common Stock not held directly for the accounts of
the SFM Clients. Duquesne LLC expressly disclaims beneficial ownership of any
shares of Common Stock not held directly for the accounts of the Duquesne LLC
Clients.
8
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Item 6. Contracts, Arrangements, Understandings in Relationship with Respect
to Securities of the Issuer.
From time to time to the extent permitted by applicable laws,
each of the Reporting Persons, Quantum Partners, other SFM Clients and/or the
Duquesne LLC Clients may lend Common Stock 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, each of the Reporting Persons, Quantum
Partners, other SFM Clients and/or the Duquesne LLC Clients may borrow shares of
Common Stock for the purpose of effecting, and may effect, short sale
transactions, and may purchase Common Stock for the purpose of closing out short
positions in Common Stock.
Except as disclosed above the Reporting Persons 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.
C. Joint Filing Agreement dated November 21, 1997 by and among
SFM LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC.
9
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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 21, 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
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Gerald Kerner
Gerald Kerner
Managing Director
10
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ANNEX A
The following is a list of all of the persons (other than
Stanley Druckenmiller) who serve as Managing Directors of SFM LLC, as well as
the number of shares of Common Stock, if any, held for the account of each:
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 Common Stock.
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with
respect to any securities of the Issuer.
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ANNEX B
The following is a list of all of the persons who serve as
Managing Directors of Duquesne LLC (other than Stanley Druckenmiller):
Michael A. Shay ("Mr. Shay")
Gerald Kerner ("Mr. Kerner")
Mr. Shay is a United States citizen whose principal occupation
is serving as Managing Director of Duquesne LLC. Mr. Shay's business address is
Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322,
Pittsburgh, Pennsylvania 15241.
Mr. Kerner is a United States citizen whose principal
occupation is serving as Managing Director of Duquesne LLC. Mr. Kerner's
principal business address is Duquesne Capital Management L.L.C., 888 Seventh
Avenue, 32nd Floor, New York, New York 10106.
To the best of the Reporting Persons' knowledge:
(a) neither of the above persons holds any Common
Stock; and
(b) neither of the above persons has any contracts,
arrangements, understandings or relationships with
respect to any securities of the Issuer.
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ANNEX C
Recent Transactions in the Common Stock of Protein Design Labs, Inc.
<TABLE>
<CAPTION>
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
QUANTUM PARTNERS LDC(1) 10/29/97 Purchase 36,700 $48.098
10/29/97 Purchase 85,600 47.616
10/30/97 Purchase 8,000 47.454
10/30/97 Purchase 24,500 48.393
10/31/97 Purchase 132,100 49.930
10/31/97 Purchase 36,700 50.000
10/31/97 Purchase 1,200 48.835
11/3/97 Purchase 55,000 50.375
11/3/97 Purchase 7,300 50.750
11/4/97 Purchase 7,500 50.840
11/5/97 Purchase 58,700 50.906
11/6/97 Purchase 101,000 50.454
11/6/97 Purchase 1,500 50.273
11/11/97 Purchase 13,000 46.089
11/11/97 Purchase 146,800 46.125
11/12/97 Purchase 28,300 45.075
11/13/97 Purchase 7,700 44.660
11/14/97 Purchase 15,500 45.125
11/14/97 Purchase 93,500 45.764
11/17/97 Purchase 5,000 45.773
11/18/97 Purchase 3,700 45.957
11/18/97 Purchase 3,700 45.875
11/18/97 Purchase 37,300 45.986
11/19/97 Purchase 44,000 44.875
11/19/97 Purchase 12,100 44.708
</TABLE>
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(1) Transactions effected at the direction of SFM LLC.
13
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<TABLE>
<CAPTION>
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
DUQUESNE LLC CLIENTS(2) 10/29/97 Purchase 31,000 $47.616
10/29/97 Purchase 13,300 48.099
10/30/97 Purchase 8,900 48.394
10/30/97 Purchase 3,000 47.455
10/31/97 Purchase 47,900 49.931
10/31/97 Purchase 13,300 50.000
10/31/97 Purchase 400 48.836
11/3/97 Purchase 2,700 50.750
11/3/97 Purchase 20,000 50.375
11/4/97 Purchase 2,700 50.840
11/5/97 Purchase 21,300 50.906
11/6/97 Purchase 36,500 50.455
11/6/97 Purchase 500 50.273
11/11/97 Purchase 4,700 46.090
11/11/97 Purchase 53,200 46.125
11/12/97 Purchase 10,300 45.076
11/13/97 Purchase 2,700 44.660
11/14/97 Purchase 5,500 45.148
11/14/97 Purchase 34,000 45.765
11/17/97 Purchase 1,700 45.773
11/18/97 Purchase 1,300 45.875
11/18/97 Purchase 1,300 45.958
11/18/97 Purchase 13,500 45.985
11/19/97 Purchase 16,000 44.875
11/19/97 Purchase 4,400 44.709
</TABLE>
- --------------------------------
(2) Transactions effected at the direction of Duquesne LLC.
14
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EXHIBIT INDEX
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
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
C. Joint Filing Agreement dated November 21, 1997 by and among Soros Fund
Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller and
Duquesne Capital Management, L.L.C.
<PAGE>
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>
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>
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of Protein Design Labs, Inc. dated November
21, 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.
Dated as of: November 21, 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
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Gerald Kerner
Gerald Kerner
Managing Director
