<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Draft of June 6, 1996
Under the Securities Exchange Act of 1934
(Amendment No. )*
UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
--------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.0001 Par Value
--------------------------------------
(Title of Class of Securities)
912534104
--------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 31, 1996
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 23 Pages
Exhibit Index: Page 17
<PAGE>
SCHEDULE 13D
CUSIP No. 912534104 Page 2 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Quantum Industrial Partners LDC
2 Check the Appropriate Box If a Member of a Group*
a. /_/
b. /X/
3 SEC Use Only
4 Source of Funds*
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 5,033,742
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,033,742
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,742
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
13 Percent of Class Represented By Amount in Row (11)
28.90% (1)
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(1) See Item 5.
<PAGE>
SCHEDULE 13D
CUSIP No. 912534104 Page 3 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH Management Investor, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. /_/
b. /X/
3 SEC Use Only
4 Source of Funds*
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 5,033,742
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,033,742
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,742
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
13 Percent of Class Represented By Amount in Row (11)
28.90% (1)
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(1) See Item 5.
<PAGE>
SCHEDULE 13D
CUSIP No. 912534104 Page 4 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH Management, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. /_/
b. /X/
3 SEC Use Only
4 Source of Funds*
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 5,033,742
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,033,742
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,742
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
13 Percent of Class Represented By Amount in Row (11)
28.90% (1)
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(1) See Item 5.
<PAGE>
SCHEDULE 13D
CUSIP No. 912534104 Page 5 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mr. George Soros
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 5,033,742
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,033,742
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,033,742
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
13 Percent of Class Represented By Amount in Row (11)
28.90% (1)
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(1) See Item 5.
<PAGE>
SCHEDULE 13D
CUSIP No. 912534104 Page 6 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tivadar Charitable Lead Trust
9/30/82 By George Soros As Grantor
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
United States
7 Sole Voting Power
Number of 1,473,575
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,473,575
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,473,575
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
13 Percent of Class Represented By Amount in Row (11)
10.56% (1)
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(1) See Item 5.
<PAGE>
SCHEDULE 13D
CUSIP No. 912534104 Page 7 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller
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 705,825
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 705,825
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
705,825
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
13 Percent of Class Represented By Amount in Row (11)
5.35% (1)
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(1) See Item 5.
<PAGE>
Page 8 of 23 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of Class A Common
Stock, $.0001 par value (the "Shares"), of United States Satellite Broadcasting
Company, Inc. (the "Issuer"). The address of the principal executive offices of
the Issuer is 3415 University Avenue, St. Paul, Minnesota 55114. This statement
on Schedule 13D is being filed by the Reporting Persons (as defined below) to
report that each of the Reporting Persons may be deemed to have the right to
acquire more than 5% of the Shares within 60 days of the date hereof, through
conversion into Shares, on or after July 30, 1996, of shares of common stock of
the Issuer (the "Common Stock"), which are currently held for the accounts of
three of the Reporting Persons.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Quantum Industrial Partners LDC ("QIP");
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management, Inc. ("QIH Management");
(iv) George Soros ("Mr. Soros");
(v) Tivadar Charitable Lead Trust Dated 9/30/82, By George Soros As
Grantor ("Tivadar"); and
(vi) Stanley F. Druckenmiller ("Mr. Druckenmiller").
THE REPORTING PERSONS
QIP, QIHMI, QIH Management and Mr. Soros (collectively, the "Quantum Entities")
QIP is a Cayman Islands exempted limited duration company with its
principal address at Kaya Flamboyan 9, Curacao, Netherlands Antilles. The
principal business of QIP is investment in securities. Current information
concerning the identity and background of the directors and officers of QIP is
set forth in Annex A hereto, which is incorporated by reference in response to
this Item 2.
The majority of the outstanding shares of QIP are held by Quantum
Industrial Holdings Ltd., a British Virgin Islands international business
company. QIHMI, an investment advisory firm organized as a Delaware limited
partnership, is a minority shareholder of, and (pursuant to constituent
documents of QIP) is vested with investment discretion with respect to the
portfolio assets held for the account of, QIP. The principal business of QIHMI
is to provide management and advisory services to, and to invest in, QIP. QIH
Management, a Delaware corporation of which Mr. Soros is the sole
<PAGE>
Page 9 of 23 Pages
shareholder, is the sole general partner of QIHMI. The principal business of QIH
Management is to serve as the sole general partner of QIHMI. QIHMI and QIH
Management have their principal offices at 888 Seventh Avenue, New York, New
York 10106. QIHMI, by reason of its investment discretion over the securities
owned by QIP, and QIH Management, as the sole general partner of QIHMI, may each
be deemed the beneficial owner of securities (including Shares) held for the
account of QIP for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Act").
Mr. Soros, a United States citizen, is the sole shareholder and person
ultimately in control of QIH Management. The principal occupation of Mr. Soros
is the direction of the activities of Soros Fund Management ("SFM"), a private
investment firm, a function which is carried out in his capacity as sole
proprietor at its offices located at 888 Seventh Avenue, New York, New York
10106. Information concerning the identity and background of the Managing
Directors of SFM is set forth in Annex B hereto, which is incorporated by
reference in response to this Item 2. Pursuant to regulations promulgated under
Section 13(d) of the Act, Mr. Soros (as the sole shareholder and the person
ultimately in control of QIH Management, the sole general partner of QIHMI) may
be deemed a beneficial owner of securities (including Shares) held for the
account of QIP.
Tivadar
Tivadar is a charitable lead trust created by Mr. Soros, as grantor,
on September 30, 1982 for the benefit of charitable donees and members of his
family. The principal address of Tivadar is 203 River Edge Road, Tenafly, New
Jersey 07670. Mr. Michael C. Neus ("Mr. Neus") serves as the sole trustee for
Tivadar, which is governed by the laws of the State of New York. The principal
occupation of Mr. Neus, a United States citizen, is as an attorney, a function
which is carried out in his capacity as Assistant General Counsel of SFM at its
principal office located at 888 Seventh Avenue, New York, New York 10106.
Stanley F. Druckenmiller
The principal occupation of Mr. Druckenmiller, a United States
citizen, is as an investment manager, a function which is carried out in his
capacity as a Managing Director of SFM at its principal office located at 888
Seventh Avenue, New York, New York 10106, and as the managing member of
Duquesne Capital Management, L.L.C., a Pennsylvania limited liability
company with its principal office at 2579 Washington Road, Pittsburgh,
Pa. 15241.
During the past five years, none of the Reporting Persons nor, to the
best of their 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 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.
<PAGE>
Page 10 of 23 Pages
As of January 31, 1996, pursuant to a plan of recapitalization adopted
by the Board of Directors of the Issuer on November 27, 1995 (the "Plan"), among
other things, Subordinated Promissory Notes of the Issuer held by QIP, Tivadar
and Mr. Druckenmiller were converted into shares of Common Stock, resulting in
QIP owning 4,941,150 shares of Common Stock (convertible into 4,941,150 Shares
on or after July 30, 1996), Tivadar owning 1,473,575 shares of Common Stock
(convertible into 1,473,575 Shares on or after July 30, 1996) and Mr.
Druckenmiller owning 705,825 shares of Common Stock (convertible into 705,825
Shares on or after July 30, 1996). In addition, on January 31, 1996, QIP
acquired 92,592 Shares.
The securities of the Issuer held for the accounts of QIP, Tivadar and
Mr. Druckenmiller may be held through margin accounts maintained with brokers,
which extend margin credit to QIP, Tivadar and Mr. Druckenmiller as and when
required to open or carry positions in their respective margin accounts, subject
to applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The positions held in such margin accounts, including the
Shares, may be pledged as collateral security for the repayment of debit
balances in the respective accounts.
ITEM 4. PURPOSE OF TRANSACTION.
QIP acquired all of the Shares held in its account for investment
purposes. QIP, Tivadar and Mr. Druckenmiller acquired all of the Common Stock
(which may be converted into Shares on or after July 30, 1996) held in their
individual accounts for investment purposes and pursuant to the terms of the
Plan. None of the Reporting Persons has any plans or proposals which 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 additional securities of the Issuer, to dispose of such securities at
any time (in accordance with the limitations on transfer described in Item 6) or
to formulate other purposes, plans or proposals regarding the Issuer or any of
its securities, to the extent deemed advisable in light of its general
investment and trading policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) The aggregate number of Shares of which the Quantum Entities
may be deemed the beneficial owners is 5,033,742 (approximately 28.90% of the
total number of Shares which would be outstanding assuming conversion of all of
the shares of Common Stock held for the account of QIP). This number consists of
(i) 92,592 Shares held for the account of QIP and (ii) 4,941,150 Shares issuable
upon conversion of the 4,941,150 shares of Common Stock held for the account of
QIP. Assuming conversion of all shares of Common Stock held by all persons into
Shares, Shares that may be deemed beneficially owned by the Quantum Entities
would represent 5.60% of the then outstanding Shares.
The filing of this statement by the Quantum Entities with the
inclusion elsewhere in this statement of information concerning Shares held for
the accounts of persons other than the Quantum Entities shall not be construed
as an admission that the Quantum Entities are part of a group for purposes of
Section 13(d) of the Act or that any of the Quantum Entities is a beneficial
owner of the
<PAGE>
Page 11 of 23 Pages
Shares held by such other persons. The Quantum Entities hereby expressly
disclaim (1) any group status for Section 13(d) purposes and (2) beneficial
ownership of any Shares beneficially owned by such other persons.
(ii) The aggregate number of Shares of which Tivadar may be deemed the
beneficial owner is 1,473,575 (approximately 10.56% of the total number of
Shares which would be outstanding assuming conversion of all of the shares of
Common Stock held for the account of Tivadar). This number consists of 1,473,575
Shares issuable upon conversion of the 1,473,575 shares of Common Stock held for
the account of Tivadar. Assuming conversion of all shares of Common Stock held
by all persons into Shares, Shares that may be deemed beneficially owned by
Tivadar would represent 1.64% of the then outstanding Shares.
The filing of this statement by Tivadar with the inclusion elsewhere
in this statement of information concerning Shares held for the accounts of
persons other than Tivadar shall not be construed as an admission that Tivadar
is part of a group for purposes of Section 13(d) of the Act or that Tivadar is a
beneficial owner of the Shares held by such other persons. Tivadar hereby
expressly disclaims (1) any group status for Section 13(d) purposes and (2)
beneficial ownership of any Shares beneficially owned by such other persons.
(iii) The aggregate number of Shares of which Mr. Druckenmiller may be
deemed the beneficial owner is 705,825 (approximately 5.35% of the total number
of Shares which would be outstanding assuming conversion of all of the shares of
Common Stock held by Mr. Druckenmiller). This number consists of the 705,825
Shares issuable upon conversion of the 705,825 shares of Common Stock currently
held by Mr. Druckenmiller. Assuming conversion of all shares of Common Stock
held by all persons into Shares, Shares that may be deemed beneficially owned by
Mr. Druckenmiller would represent 0.79% of the then outstanding Shares.
The filing of this statement by Mr. Druckenmiller with the inclusion
elsewhere in this statement of information concerning Shares held for the
accounts of persons other than Mr. Druckenmiller shall not be construed as an
admission that Mr. Druckenmiller is part of a group for purposes of Section
13(d) of the Act or that Mr. Druckenmiller is a beneficial owner of the Shares
held by such other persons. Mr. Druckenmiller hereby expressly disclaims (1) any
group status for Section 13(d) purposes and (2) beneficial ownership of any
Shares beneficially owned by such other persons.
Other Managing Directors of SFM, in the aggregate, hold 114,450 Shares
(approximately 0.92% of the total number of Shares outstanding) for their
personal accounts. Each of such Managing Directors hereby expressely
disclaims (1) any group status for Section 13(d) purposes and (2) beneficial
ownership of any Shares beneficially owned by such other persons. Each
Reporting Person expressly disclaims beneficial ownership of any Shares
not directly held for their individual accounts or over which they do
not have voting or investment discretion.
(b) (i) QIP has the sole power to direct the voting and disposition of
the securities of the Issuer (including the Shares issuable upon conversion of
the Common Stock) that it holds directly. Each of QIHMI, QIH Management and Mr.
Soros may be deemed to have sole power to direct the voting
<PAGE>
Page 12 of 23 Pages
and disposition of the securities of the Issuer (including the Shares issuable
upon conversion of the Common Stock) held by QIP.
(ii) The power to direct the disposition and voting of the Shares
issuable upon conversion of the Common Stock held by Tivadar is vested in Mr.
Neus, as sole trustee of Tivadar.
(iii) Mr. Druckenmiller holds the sole power to direct the disposition
and voting of the Shares issuable upon conversion of the Common Stock held by
him.
(c) There have been no transactions in the Shares effected since
April 7, 1996 (60 days prior to the date hereof) by any of the Reporting
Persons.
(d) (i) The shareholders of QIP have the right to participate in the
receipt of dividends from, or proceeds from the sale of, securities (including
the Shares) held for the account of QIP in accordance with their ownership
interest in QIP.
(ii) The beneficiaries of Tivadar, which include charitable donees and
family members of Mr. Soros, have the right to participate in the receipt of
dividends from, or proceeds from the sale of, securities (including the Shares)
held for the account of Tivadar in accordance with the terms of the trust.
(iii) Mr. Druckenmiller has the right to participate in the receipt of
dividends from, or proceeds from the sale of, securities (including the Shares)
held by him.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As of February 1, 1996, QIP, Tivadar and Mr. Druckenmiller, among
others, each signed a Lock-Up Letter Agreement (collectively, the "Lock-Up
Agreements"), copies of each of which are attached as Exhibits A, B and C
hereto. Under the Lock-Up Agreements, each of QIP, Tivadar and Mr. Druckenmiller
are not permitted to transfer the Common Stock (or Shares) held in their
respective accounts until July 30, 1996. In addition, the Second Restatement of
the Articles of Incorporation of the Issuer (the "Articles"), contains
provisions which could be deemed to have the effect of restricting the
conversion and transfer of the Common Stock until July 30, 1996. Other than the
Lock-up Agreement, none of the Reporting Persons has any contracts,
arrangements, understandings or relationships with respect to any securities of
the Issuer.
From time to time, QIP, Tivadar and Mr. Druckenmiller 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.
<PAGE>
Page 13 of 23 Pages
However, pursuant to the terms of the Lock-Up Agreements, this type of
transaction may not occur until after July 30, 1996.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Lock-Up Letter Agreement, dated February 1, 1996, executed by
Quantum Industrial Partners LDC.
(b) Lock-Up Letter Agreement, dated February 1, 1996, executed by
Tivadar Charitable Lead Trust.
(c) Lock-Up Letter Agreement, dated February 1, 1996, executed by
Stanley F. Druckenmiller.
(d) Joint Filing Agreement, dated as of June 6, 1996, by and among
Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management,
Inc., Mr. George Soros, Tivadar Charitable Lead Trust and Mr. Stanley F.
Druckenmiller.
(e) Power of Attorney dated May 23, 1996 granted by Quantum Industrial
Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael
Neus.
(f) Power of Attorney dated April 16, 1996 granted by Mr. George Soros
in favor of Mr. Sean Warren.
<PAGE>
Page 14 of 23 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: June 6, 1996 QUANTUM INDUSTRIAL PARTNERS LDC
By:/s/ Sean C. Warren
----------------------------
Sean C. Warren
Attorney-in-Fact
Date: June 6, 1996 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC., general partner
By:/s/ Sean C. Warren
------------------------
Sean C. Warren
Vice President
Date: June 6, 1996 QIH MANAGEMENT, INC.
By:/s/ Sean C. Warren
----------------------------
Sean C. Warren
Vice President
Date: June 6, 1996 GEORGE SOROS
By:/s/ Sean C. Warren
----------------------------
Sean C. Warren
Attorney-in-Fact
Date: June 6, 1996 TIVADAR CHARITABLE LEAD TRUST
By:/s/ Michael C. Neus
----------------------------
Michael C. Neus
Sole Trustee
Date: June 6, 1996 /s/ Stanley F. Druckenmiller
-------------------------------
Stanley F. Druckenmiller
<PAGE>
Page 15 of 23 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Curacao,
Managing Director corporations Netherlands Antilles
(Netherlands Antilles)
Inter Caribbean Services Administrative services Citco Building
Limited Wickhams Cay
Secretary Road Town
(British Virgin Islands) Tortola
British Virgin Islands
<PAGE>
Page 16 of 23 Pages
ANNEX B
The following is a list of all of the persons who serve as Managing
Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons 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 violations with
respect to such laws.
<PAGE>
Page 17 of 23 Pages
INDEX OF EXHIBITS
EXHIBIT PAGE
------- ----
A Lock-up Letter Agreement, dated February 1, 1996, executed
by Quantum Industrial Partners LDC
B Lock-up Letter Agreement, dated February 1, 1996, executed
by Tivadar Charitable Lead Trust
C Lock-up Letter Agreement, dated February 1, 1996, executed
by Mr. Stanley F. Druckenmiller
D Joint Filing Agreement, dated as of May 16, 1996, by and
among Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Mr. George Soros,
Tivadar Charitable Lead Trust and Stanley F. Druckenmiller
E Power of Attorney dated May 23, 1996 granted by Quantum
Industrial Partners LDC in favor of Mr. Gary Gladstein, Mr.
Sean Warren and Mr. Michael Neus
F Power of Attorney dated April 16, 1996, granted by Mr.
George Soros in favor of Mr. Sean Warren
<PAGE>
Page 18 of 23 Pages
EXHIBIT A
February 1, 1996
United States Satellite
Broadcasting Company, Inc.
3415 University Avenue
St. Paul, MN 55144
CS First Boston Corporation
Goldman, Sachs & Co.,
Invemed Associates, Inc.
Schroder Wertheim & Co. Incorporated
As Representatives of the Several Underwriters
c/o CS First Boston Corporation
Park Avenue Plaza
New York, NY 10055
Dear Sirs:
As an inducement to the Underwriters and Managers to execute the Underwriting
and/or Subscription Agreement, pursuant to which an offering will be made that
is intended to result in the establishment of a public market for the Class A
Common Stock (the "Class A Common Stock") of United States Satellite
Broadcasting Company, Inc. (the "Company"), the undersigned hereby agrees that,
for a period of 180 days after the initial public offering (the "Commencement
Date") of the Class A Common Stock, pursuant to the Underwriting and/or
Subscription Agreement to which you are or expect to become parties, the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of Class A Common Stock or any other
equity securities of the Company (collectively, "USSB Equity Securities") or
securities convertible into or exchangeable or exercisable for any shares of
USSB Equity Securities, or publicly disclose the intention to make any such
offer, sale, pledge or disposal without the prior written consent of CS First
Boston Corporation; provided, that the foregoing shall not apply to any shares
of Class A Common Stock purchased after such offering or in the public market.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
USSB Equity Securities if such transfer would constitute a violation or breach
of this Agreement.
This Agreement shall be binding on the undersgined and the respective
successors, heirs, personal representatives and assigns of the undersigned. This
Agrement shall lapse and become null and void if the Commencement Date shall not
have occurred on or before March 31, 1996.
Very truly yours,
QUANTUM INDUSTRIAL PARTNERS LDC
-------------------------------
By: Michael C. Neus
Title: Attorney-in-fact
<PAGE>
Page 19 of 23 Pages
EXHIBIT B
February 1, 1996
United States Satellite
Broadcasting Company, Inc.
3415 University Avenue
St. Paul, MN 55144
CS First Boston Corporation
Goldman, Sachs & Co.,
Invemed Associates, Inc.
Schroder Wertheim & Co. Incorporated
As Representatives of the Several Underwriters
c/o CS First Boston Corporation
Park Avenue Plaza
New York, NY 10055
Dear Sirs:
As an inducement to the Underwriters and Managers to execute the Underwriting
and/or Subscription Agreement, pursuant to which an offering will be made that
is intended to result in the establishment of a public market for the Class A
Common Stock (the "Class A Common Stock") of United States Satellite
Broadcasting Company, Inc. (the "Company"), the undersigned hereby agrees that,
for a period of 180 days after the initial public offering (the "Commencement
Date") of the Class A Common Stock, pursuant to the Underwriting and/or
Subscription Agreement to which you are or expect to become parties, the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of Class A Common Stock or any other
equity securities of the Company (collectively, "USSB Equity Securities") or
securities convertible into or exchangeable or exercisable for any shares of
USSB Equity Securities, or publicly disclose the intention to make any such
offer, sale, pledge or disposal without the prior written consent of CS First
Boston Corporation; provided, that the foregoing shall not apply to any shares
of Class A Common Stock purchased after such offering or in the public market.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
USSB Equity Securities if such transfer would constitute a violation or breach
of this Agreement.
This Agreement shall be binding on the undersgined and the respective
successors, heirs, personal representatives and assigns of the undersigned. This
Agrement shall lapse and become null and void if the Commencement Date shall not
have occurred on or before March 31, 1996.
Very truly yours,
TIVADAR CHARITABLE LEAD TRUST
-------------------------------
By: Michael C. Neus, Sole Trustee
<PAGE>
Page 20 of 23 Pages
EXHIBIT C
February 1, 1996
United States Satellite
Broadcasting Company, Inc.
3415 University Avenue
St. Paul, MN 55144
CS First Boston Corporation
Goldman, Sachs & Co.,
Invemed Associates, Inc.
Schroder Wertheim & Co. Incorporated
As Representatives of the Several Underwriters
c/o CS First Boston Corporation
Park Avenue Plaza
New York, NY 10055
Dear Sirs:
As an inducement to the Underwriters and Managers to execute the Underwriting
and/or Subscription Agreement, pursuant to which an offering will be made that
is intended to result in the establishment of a public market for the Class A
Common Stock (the "Class A Common Stock") of United States Satellite
Broadcasting Company, Inc. (the "Company"), the undersigned hereby agrees that,
for a period of 180 days after the initial public offering (the "Commencement
Date") of the Class A Common Stock, pursuant to the Underwriting and/or
Subscription Agreement to which you are or expect to become parties, the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of Class A Common Stock or any other
equity securities of the Company (collectively, "USSB Equity Securities") or
securities convertible into or exchangeable or exercisable for any shares of
USSB Equity Securities, or publicly disclose the intention to make any such
offer, sale, pledge or disposal without the prior written consent of CS First
Boston Corporation; provided, that the foregoing shall not apply to any shares
of Class A Common Stock purchased after such offering or in the public market.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
USSB Equity Securities if such transfer would constitute a violation or breach
of this Agreement.
This Agreement shall be binding on the undersgined and the respective
successors, heirs, personal representatives and assigns of the undersigned. This
Agrement shall lapse and become null and void if the Commencement Date shall not
have occurred on or before March 31, 1996.
Very truly yours,
-------------------------------
Name: Stanley F. Druckenmiller
<PAGE>
Page 21 of 23 Pages
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Class A Common Stock of United States Satellite Broadcasting
Company, Inc. dated June 6, 1996 is, and any amendments thereto signed by each
of the undersigned shall be , filed on behalf of each of us pursuant to an in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: June 6, 1996 QUANTUM INDUSTRIAL PARTNERS LDC
By:/s/ Sean C. Warren
----------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC., general partner
By:/s/ Sean C. Warren
------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By:/s/ Sean C. Warren
----------------------------
Sean C. Warren
Vice President
GEORGE SOROS
By:/s/ Sean C. Warren
----------------------------
Sean C. Warren
Attorney-in-Fact
TIVADAR CHARITABLE LEAD TRUST
By:/s/ Michael C. Neus
----------------------------
Michael C. Neus
Sole Trustee
-------------------------------
Stanley F. Druckenmiller
<PAGE>
Page 22 of 23 Pages
EXHIBIT E
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL
PARTNERS LDC (the "Company"), an exempted limited duration company existing and
operating under the laws of the Cayman Islands does, pursuant to a duly adopted
resolution of its Managing Director, hereby designate, constitute and appoint:
GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS
acting, singly and not jointly, as its true and lawful agent and attorney in
fact for the purpose of executing in its name, 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.
Each attorney-in-fact is hereby authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing. All prior acts of each attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd
day of May, 1996.
QUANTUM INDUSTRIAL PARTNERS LDC
-------------------------------------------
Curacao Corporation Company N.V.
Managing Director
<PAGE>
Page 23 of 23 Pages
EXHIBIT F
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management 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 this 16th day of April,
1996.
/s/ George Soros
---------------------
GEORGE SOROS
