UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BIOENVISION, INC.
-----------------------------------------
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
-----------------------------------------
(Title of Class of Securities)
09059N100
-----------------------------------------
(CUSIP Number)
Keith Tarleton
Perseus-Soros BioPharmaceutical Fund, L.P.
888 Seventh Avenue, 29th Floor
New York, NY 10106
(212) 651-6400
-----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 2002
-----------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box | |.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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
disclosures 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 pages
Page 1 of 20 Pages
Exhibit Index: Page 16
SCHEDULE 13D
CUSIP No. 09059N100 Page 2 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PERSEUS-SOROS BIOPHARMACEUTICAL FUND, L.P.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. | |
b. |X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 9,000,000 /1/
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 9,000,000 /1/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
PN
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
SCHEDULE 13D
CUSIP No. 09059N100 Page 3 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PERSEUS-SOROS PARTNERS, LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. | |
b. |X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 9,000,000 /1/
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 9,000,000 /1/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
OO
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
SCHEDULE 13D
CUSIP No. 09059N100 Page 4 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PERSEUS BIOTECH FUND PARTNERS, LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. | |
b. |X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,000,000 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,000,000 /1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
OO
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
SCHEDULE 13D
CUSIP No. 09059N100 Page 5 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
SFM PARTICIPATION, LP
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a.| |
b.|X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,000,000 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,000,000 /1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
PN
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
SCHEDULE 13D
CUSIP No. 09059N100 Page 6 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
SFM AH LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a.| |
b.|X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,000,000 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,000,000 /1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
OO
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
SCHEDULE 13D
CUSIP No. 09059N100 Page 7 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
FRANK H. PEARL (in the capacity described herein)
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a.| |
b.|X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 9,000,000 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,000,000 /1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
IA
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
SCHEDULE 13D
CUSIP No. 09059N100 Page 8 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a.| |
b.|X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 9,000,000 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,000,000 /1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
IA
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
SCHEDULE 13D
CUSIP No. 09059N100 Page 9 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a.| |
b.|X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,000,000 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,000,000 /1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
OO; IA
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
SCHEDULE 13D
CUSIP No. 09059N100 Page 10 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PERSEUS EC, LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a.| |
b.|X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,000,000 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,000,000 /1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
OO
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
SCHEDULE 13D
CUSIP No. 09059N100 Page 11 of 20 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PERSEUSPUR, LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a.| |
b.|X|
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,000,000 /1/
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,000,000 /1/
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000 /1/
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
| |
13 Percent of Class Represented By Amount in Row (11)
34.77%
14 Type of Reporting Person (See Instructions)
OO
-----------------------------------
/1/ Assuming full conversion of the Series A Convertible Participating Preferred
Stock and including a Warrant to purchase an aggregate of 3,000,000 shares of
Common Stock. See Item 5 herein.
Page 12 of 20 Pages
This Amendment No. 1 to Schedule 13D relates to shares of the Common
Stock, par value $.001 per share (the "Shares"), of Bioenvision, Inc., a
Delaware corporation (the "Issuer"). This Amendment No. 1 supplementally amends
the initial statement on Schedule 13D, dated May 20, 2002 (the "Initial
Statement"), filed by the Reporting Persons (as defined herein). This Amendment
No. 1 is being filed by the Reporting Persons to supplementally amend Item 2
herein. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited
partnership (the "Purchaser");
(ii) Perseus-Soros Partners, LLC, a Delaware limited liability company
("Perseus-Soros Partners");
(iii) Perseus BioTech Fund Partners, LLC, a Delaware limited liability
company ("Perseus Partners");
(iv) SFM Participation, LP, a Delaware limied partnership ("SFM
Participation");
(v) SFM AH LLC, a Delaware limited liability company ("SFM AH LLC");
(vi) Mr. Frank H. Pearl ("Mr. Pearl");
(vii) Mr. George Soros ("Mr. Soros");
(viii) Soros Fund Management LLC, a Delaware limited liability company
("SFM LLC");
(ix) Perseus EC, LLC ; a Delaware limited liability
company ("Perseus EC"); and
(x) Perseuspur, LLC, a Delaware limited liability company
("Perseuspur").
This Statement relates to the Shares held for the accounts of the
Purchaser.
Effective December 31, 2002, SFM AH Inc. was converted into SFM AH
LLC, a Delaware limited liability company. On such date, Mr. Soros, the sole
owner of SFM AH LLC, contributed his interest in SFM AH LLC to Soros Private
Funds Management LLC, a Delaware limited liability company ("SPFM"),
wholly-owned by Mr. Soros. SPFM is the sole managing member of SFM AH LLC.
Neither SPFM nor SFM AH LLC have executive officers or directors. As a result,
Annex C of the Initial Statement is hereby deleted.
On December 27, 2002, Mr. Soros appealed a decision of the 11e Chambre
du Tribunal Correctionnel in Paris, France that fined him $2.28 million on
December 20, 2002 based on a finding of insider trading with respect to trading
in securities of Societe Generale in 1988. Mr. Soros has elected to provide the
foregoing information on a voluntary basis.
Item 5. Interest in Securities of the Issuer
(a) Each of the Reporting Persons may be deemed the beneficial owner of the
9,000,000 Shares held for the account of the Purchaser (approximately 34.77% of
the total number of Shares outstanding).
(b) (i) Each of the Purchaser and Perseus-Soros Partners may be deemed to
have the sole power to direct the voting and disposition of the 9,000,000 Shares
beneficially owned by the Purchaser.
Page 13 of 20 Pages
(ii) Each of Perseus Partners, SFM Participation, SFM AH LLC, Mr.
Pearl, Mr. Soros, SFM LLC, Perseus EC and Perseuspur may be deemed to have
shared power to direct the voting and disposition of the 9,000,000 Shares
beneficially owned by the Purchaser.
(c) There have been no transactions effected with respect to the Shares
since November 9, 2002 (sixty days prior to the date hereof) by any of the
Reporting Persons.
(d) Each of the Reporting Persons affirms that no person other than the
Reporting Persons has the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Shares beneficially owned by
the Reporting Persons. The partners of the Purchaser have the right to
participate in the receipt of dividends from, or proceeds from the sales of, the
Shares held for the account of the Purchaser in accordance with their ownership
interests in the Purchaser.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
Page 14 of 20 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: January 8, 2003 PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP
By: Perseus-Soros Partners, LLC,
Its General Partner
By: SFM Participation, LP,
Its Managing Member
By: SFM AH LLC,
Its General Partner
By: Soros Private Funds Management LLC,
Its Managing Member
By: /s/ Richard D. Holahan, Jr.
-------------------------------
Name: Richard D. Holahan, Jr.
Title: Attorney-in-Fact
PERSEUS-SOROS PARTNERS, LLC
By: SFM Participation, L.P.,
Its Managing Member
By: SFM AH LLC,
Its General Partner
By: Soros Private Funds Management LLC,
Its Managing Member
By: /s/ Richard D. Holahan, Jr.
-------------------------------
Name: Richard D. Holahan, Jr.
Title: Attorney-in-Fact
PERSEUS BIOTECH FUND PARTNERS, LLC
By: Perseus EC, LLC
Its Managing Member
By: Perseuspur, LLC
Its Member
By: /s/ Frank H. Pearl
---------------------------
Name: Frank H. Pearl
Title: Sole Member
PERSEUS EC, LLC
By: Perseuspur, LLC
Its Member
By: /s/ Frank H. Pearl
---------------------------
Name: Frank H. Pearl
Title: Sole Member
PERSEUSPUR, LLC
By: /s/ Frank H. Pearl
---------------------------
Name: Frank H. Pearl
Title: Sole Member
FRANK H. PEARL
By: /s/ Frank H. Pearl
---------------------------
Name: Frank H. Pearl
Page 15 of 20 Pages
SFM PARTICIPATION, L.P.
By: SFM AH LLC,
General Partner
By: Soros Private Funds Management LLC,
Its Managing Member
By: /s/ Richard D. Holahan, Jr.
----------------------------
Name: Richard D. Holahan, Jr.
Title: Attorney-in-Fact
SFM AH LLC
By: Soros Private Funds Management LLC,
Its Managing Member
By: /s/ Richard D. Holahan, Jr.
----------------------------
Name: Richard D. Holahan, Jr.
Title: Attorney-in-Fact
GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
----------------------------
Name: Richard D. Holahan, Jr.
Title: Attorney-in-Fact
SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
----------------------------
Name: Richard D. Holahan, Jr.
Title: Assistant General Counsel
Page 16 of 20 Pages
EXHIBIT INDEX
7. Power of Attorney, dated as of October 30, 2002, granted
by Mr. George Soros in favor of Mr. Armando T. Belly, Ms.
Jodye Anzalotta, Mr. John F. Brown, Ms. Maryann Canfield, Mr.
Richard D. Holahan, Jr. and Mr. Robert Soros.................... 17
8. Limited Power of Attorney, dated as of August 21, 2002, granted
by Soros Private Funds Management LLC in favor of Ms. Jodye
Anzalotta, Mr. Armando Belly, Ms. Maryann Canfield,
Mr. Richard D. Holahan, Jr., Ms. Eve Mongiardo, Mr. Neal
Moszkowski, Mr. Michael Prozan, Mr. Frank V. Sica and
Mr. Robert Soros............................................... 18
Page 17 of 20 Pages
EXHIBIT 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, JOHN F. BROWN, MARYANN
CANFIELD, RICHARD D. HOLAHAN, Jr. and ROBERT SOROS 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 ("SFM LLC") and each of its affiliates
or entities advised by me or SFM 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, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, 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
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 and 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 these attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
Execution of this power of attorney revokes that certain Power of Attorney dated
as of the 15th day of January 2002 with respect to the same matters addressed
above.
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 30th day of
October, 2002.
/s/ George Soros
-----------------------------------
GEORGE SOROS
Page 18 of 20 Pages
EXHIBIT 8
SOROS PRIVATE FUNDS MANAGEMENT LLC
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned SOROS PRIVATE FUNDS
MANAGEMENT LLC, a limited liability company organized and existing under the
State of Delaware (the "Company"), does, pursuant to duly a resolution of its
Managers, hereby designate, constitute and appoint.
JODYE ANZALOTTA of 888 Seventh Avenue, New York, New York 10106;
ARMANDO BELLY of 888 Seventh Avenue, New York, New York 10106;
MARYANN CANFIELD of 888 Seventh Avenue, New York, New York 10106;
RICHARD D. HOLAHAN, JR. of 888 Seventh Avenue, New York, New York 10106;
EVE MONGIARDO of 888 Seventh Avenue, New York, New York 10106;
NEAL MOSZKOWSKI of 888 Seventh Avenue, New York, New York 10106;
MICHAEL PRUZAN of 888 Seventh Avenue, New York, New York 10106;
FRANK V. SICA of 888 Seventh Avenue, New York, New York 10106;
ROBERT SOROS of 888 Seventh Avenue, New York, New York 10106;
or any one of them, acting singly and not jointly, with power of substitution,
as its true and lawful agents and attorneys-in-fact (each, an
"Attorney-in-Fact"):
(1) to open accounts of any kind or nature whatsoever at any institution of any
kind or nature whatsoever in any jurisdiction or location (a "Financial
Institution") and to sign related account opening documents for the
Company;
(2) to give instructions for the settlement of transactions relating to the
acquisition, disposition and holding for the Company's account of:
(a) any securities, debt obligations, commodities and currencies;
(b) any puts, calls or other options, any contracts for forward or future
delivery, and any other contracts of any kind relating to any of the
foregoing;
Page 19 of 20 Pages
(c) any derivative instruments of any kind pertaining to, or providing
investment exposure with respect to, any of the foregoing, whether
relating to a specific security, debt instrument, commodity or
currency, or relating to a basket or index comprised, or based in
changes in the level of prices, rates or values, of any group or
combination thereof;
(d) any other instruments or contracts of a kind dealt in by security or
commodity brokers or dealers, or other Financial Institutions;
(e) any combination of any of the foregoing;
in each case whether now existing or hereafter developed, and whether the
transaction is effected on any securities or commodity exchange, board of trade
or contract market or through any inter-dealer or other over-the-counter market
in any jurisdiction or location (including, without limiting the generality of
the foregoing, capital stock; shares or other units of mutual funds and
investment companies; preorganization certificates and subscriptions; warrants,
partnership interests or units; bonds, notes and debentures, whether
subordinated, convertible or otherwise, and whether issued by a governmental or
private issuer; commercial paper; certificates of deposit; bankers acceptances;
trade acceptances; trust receipts; depository receipts; assignments of or
participations in bank loans; trade credit claims; equity swaps, commodity swaps
and interest rate swaps; equity index contracts; interest rate index contracts;
repurchase agreements and reverse repurchase agreements; master agreements; and
guaranties);
(3) to give instructions for and execute the guaranties of the obligations of
Quantum Industrial Partners LDC (the "Third Party");
(4) to give instructions or make arrangements for:
(a) trading on margin;
(b) effecting short sales;
(c) entering into repurchase agreements;
(d) otherwise obtaining credit or borrowing funds or any securities or
other instruments or assets; and
(e) providing collateral security in relation to any of the foregoing.
in each case on behalf of the Company or the Third Party in connection with the
acquisition, financing or re-financing, carrying or disposition of any other
items referred to in paragraph (2) above, and to cover, discharge or otherwise
terminate any of the foregoing arrangements;
(5) to give instructions for payments and deliveries in connection with any of
the foregoing transactions;
Page 20 of 20 Pages
(6) to exercise all rights, powers and privileges appurtenant to the ownership,
and any related financing, of any item held for the Company's account
(including the right to vote or consent, and the right to lend any such
item to any other person) or to take such actions relating to any guaranty
of any obligations of any Third Party described herein;
(7) to execute and deliver, in the name of and on behalf of the Company, any
investment management agreements and discretionary trading authorizations
with investment advisers other than Soros Fund Management LLC and any and
all such other agreements, deeds, instruments, receipts, certificates and
other documents in connection therewith;
(8) to authorize other agents to take any of the foregoing actions; and
(9) to execute all such documents and to take all such other actions as any of
them may consider necessary or advisable in connection with any of the
foregoing.
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 past acts of the each Attorney-in-Fact if
furtherance of the foregoing are hereby ratified and confirmed.
Execution of this Limited Power of Attorney shall constitute a revocation
of any and all previously executed powers of attorney of the Company appointing
attorneys-in-fact to open accounts of any kind and nature whatsoever, sign
account opening documents and take all the actions set forth in the Limited
Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed this 21st day of August, 2002.
SOROS PRIVATE FUNDS MANAGEMENT LLC
/s/ Armando Belly
-----------------------------------
By: Armando Belly
Manager