UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
IPC HOLDINGS, LTD.
--------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
--------------------------------
(Title of Class of Securities)
G4933P101
--------------------
(CUSIP Number)
May 14, 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
Exhibit Index: Page 17
<PAGE>
SCHEDULE 13G
CUSIP No. G4933P101 Page 2 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QUANTUM INDUSTRIAL PARTNERS 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 1,466,306
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,466,306
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,306
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.86%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G4933P101 Page 3 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT INVESTOR, 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 1,466,306
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,466,306
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,306
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.86%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G4933P101 Page 4 of 22 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT, INC.
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 1,466,306
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,466,306
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,306
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.86%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G4933P101 Page 5 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 1,466,306
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,466,306
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,306
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.86%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G4933P101 Page 6 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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,466,306
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,466,306
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,306
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.86%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G4933P101 Page 7 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 1,466,306
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,466,306
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,306
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.86%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G4933P101 Page 8 of 22 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tivadar Charitable Lead Trust u/a/d 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 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 672,488
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 672,488
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
672,488
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.69%
12 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 22 Pages
Item 1(a) Name of Issuer:
IPC Holdings Ltd. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
American International Building, 29 Richmond Road, Pembroke
HM08, Bermuda.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC, a Cayman Islands
exempted limited duration company ("QIP");
ii) QIH Management Investor, L.P., a Delaware limited
partnership ("QIHMI");
iii) QIH Management, Inc., a Delaware corporation ("QIH
Management");
iv) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC");
v) Mr. George Soros ("Mr. Soros");
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
vii) Tivadar Charitable Lead Trust u/a/d 8/30/82 By George
Soros As Grantor, a New York charitable lead trust
("Tivadar").
This Statement relates to Shares (as defined herein) held
for the account of QIP. QIHMI, an investment advisory firm, is vested with
investment discretion over the Shares held for the account of QIP. Mr. Soros is
the sole shareholder of QIH Management, the sole general partner of QIHMI, and
Chairman of SFM LLC. Mr. Soros has entered into an agreement pursuant to which
he has agreed to use his best efforts to cause QIH Management to act at the
direction of SFM LLC. Mr. Druckenmiller is Lead Portfolio Manager of SFM LLC.
Mr. Ron Hiram, a Managing Director of SFM LLC, resigned from his position as a
director of the Issuer on April 28, 1998.
This Statement also relates to Shares held for the account
of Tivadar, 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. Mr. Michael C. Neus and Mr. Gary Gladstein serve as trustees of Tivadar.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of QIP is Kaya
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
<PAGE>
Page 10 of 22 Pages
The address of the principal business office of each of
QIHMI, QIH Management, 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 Tivadar is
330 Engle Street, Tenafly, New Jersey 07670.
Item 2(c) Citizenship:
i) QIP is a Cayman Islands exempted limited duration
company;
ii) QIHMI is a Delaware limited partnership;
iii) QIH Management is a Delaware corporation;
iv) SFM LLC is a Delaware limited liability company;
v) Mr. Soros is a United States citizen;
vi) Mr. Druckenmiller is a United States citizen; and
vii) Tivadar is a New York charitable lead trust.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value (the "Shares").
Item 2(e) CUSIP Number:
G4933P101
Item 3. 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.
<PAGE>
Page 11 of 22 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of May 21, 1998, each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
(i) QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros and
Mr. Druckenmiller may be deemed to be the beneficial owner of the 1,466,306
Shares held for the account of QIP.
(ii) Tivadar may be deemed to be the beneficial owner
of the 672,488 Shares held for its account.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP, QIHMI,
QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to be the
beneficial owner constitutes approximately 5.86% of the total number of Shares
outstanding.
(ii) The number of Shares of which Tivadar may be
deemed to be the beneficial owner constitutes approximately 2.69% of the total
number of Shares outstanding.
<PAGE>
Page 12 of 22 Pages
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 1,466,306
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,466,306
(iv) Shared power to dispose or to direct the disposition of: 0
QIHMI
-----
(i) Sole power to vote or to direct the vote: 1,466,306
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,466,306
(iv) Shared power to dispose or to direct the disposition of: 0
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 1,466,306
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,466,306
(iv) Shared power to dispose or to direct the disposition of: 0
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 1,466,306
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,466,306
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 13 of 22 Pages
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,466,306
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:1,466,306
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,466,306
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:1,466,306
Tivadar
-------
(i) Sole power to vote or to direct the vote: 672,488
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 672,488
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) The shareholders of QIP, including Quantum Industrial Holdings,
Ltd., a British Virgin Islands international business company, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of QIP in accordance with their ownership interests
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.
Each of SFM LLC, Mr. Soros, Mr. Druckenmiller, QIP, QIHMI and QIH
Management expressly disclaims beneficial ownership of any Shares not held
directly for the account of QIP. Tivadar expressly disclaims beneficial
ownership of any Shares not held directly for its account.
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.
<PAGE>
Page 14 of 22 Pages
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 15 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: May 21, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 21, 1998 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
Date: May 21, 1998 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Vice President
Date: May 21, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Assistant General Counsel
Date: May 21, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 16 of 22 Pages
Date: May 21, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 21, 1998 TIVADAR CHARITABLE LEAD TRUST
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Trustee
<PAGE>
Page 17 of 22 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................. 18
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.............................................. 19
C. 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.............................................. 20
D. Joint Filing Agreement dated May 21, 1998 by and
among Quantum Industrial Partners LDC, QIH
Management Investor, L.P., QIH Management, Inc.,
Soros Fund Management LLC, Mr. George Soros, Mr.
Stanley F. Druckenmiller and Tivadar Charitable
Lead Trust........................................ 22
Page 18 of 22 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 19 of 22 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 20 of 22 Pages
EXHIBIT C
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 21 of 22 Pages
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the Common Stock of IPC Holdings, Inc. dated as of May 21, 1998
is, and any amendments thereto (including amendments on Schedule 13D) 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: May 21, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 21, 1998 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
Date: May 21, 1998 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Vice President
Date: May 21, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Assistant General Counsel
Date: May 21, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 16 of 22 Pages
Date: May 21, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 21, 1998 TIVADAR CHARITABLE LEAD TRUST
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Trustee
