-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uku47kpRP/AeX89cz/hd5F88gzIVD0LKLClpBBUT/7pbORa0lEnorqc8Si8HWNtT pe/uEniNlMLbkDJ+HmwTDA== 0000950123-96-000215.txt : 19960124 0000950123-96-000215.hdr.sgml : 19960124 ACCESSION NUMBER: 0000950123-96-000215 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960123 SROS: NYSE GROUP MEMBERS: PURNENDU CHATTERJEE GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS GEORGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERKIN ELMER CORP CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 060490270 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34889 FILM NUMBER: 96506389 BUSINESS ADDRESS: STREET 1: 761 MAIN AVE CITY: NORWALK STATE: CT ZIP: 06859-0001 BUSINESS PHONE: 2037621000 MAIL ADDRESS: STREET 1: 761 MAIN AVENUE CITY: NORWALK STATE: CT ZIP: 06859-0001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMENDMENT NO. 12 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* THE PERKIN-ELMER CORPORATION (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 714041100 (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) January 17, 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 / /s. (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 13 Pages Exhibit Index: Page 11 2 SCHEDULE 13D CUSIP NO. 714041100 PAGE 2 OF 13 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS (in his personal capacity and in his capacity as sole proprietor of SOROS FUND MANAGEMENT) 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* AF, 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 542,381 Shares Beneficially 8 Shared Voting Power Owned By 2,335,775 Each Reporting 9 Sole Dispositive Power Person 542,381 With 10 Shared Dispositive Power 2,335,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,878,156 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 6.81% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 714041100 PAGE 3 OF 13 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 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,775 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 4.82% 14 Type of Reporting Person* IC, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 714041100 PAGE 4 OF 13 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 0 Shares Beneficially 8 Shared Voting Power Owned By 2,035,775 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,035,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,775 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 4.82% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 714041100 PAGE 5 OF 13 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 0 Shares Beneficially 8 Shared Voting Power Owned By 2,035,775 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,035,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,775 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 4.82% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 714041100 PAGE 6 OF 13 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PURNENDU CHATTERJEE 2 Check the Appropriate Box If a Member of a Group* a. / / b. /x/ 3 SEC Use Only 4 Source of Funds* AF, 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 393,136 Shares Beneficially 8 Shared Voting Power Owned By 2,035,775 Each Reporting 9 Sole Dispositive Power Person 393,136 With 10 Shared Dispositive Power 2,035,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,428,911 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.75% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 PAGE 7 OF 13 PAGES This Amendment No. 12 to Schedule 13D relates to shares of Common Stock, $1.00 par value (the "Shares"), of The Perkin-Elmer Corporation (the "Issuer") and further amends the initial statement on Schedule 13D filed on January 7, 1991 and all amendments thereto (the "Initial Statement"). This Amendment No. 12 also serves as Amendment No. 3 with respect to Quantum Industrial Partners LDC, QIH Management Investor, L.P. and QIH Management, Inc. This Amendment No. 12 is being filed to report the recent sale at market price of the Shares previously reported as held by Soros Charitable Foundation, a New York trust (the "Foundation"), to the Open Society Institute, a New York trust ("OSI"). Reference is made to the Initial Statement as amended for certain terms used herein and not otherwise defined herein. The Initial Statement is hereby supplementally amended as follows: ITEM 2. IDENTITY AND BACKGROUND. Updated information concerning the identity of the Managing Directors of SFM is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares of which the Reporting Persons may be deemed a beneficial owner is 3,271,292 (approximately 7.74% of the total number of Shares outstanding). (i) QI Partners may be deemed a beneficial owner of 2,035,775 Shares (approximately 4.82% of the total number of Shares outstanding). (ii) QIHMI, by reason of the investment authority it shares with Dr. Chatterjee with respect to the Shares, may be deemed the beneficial owner of the 2,035,775 Shares held by QI Partners. (iii) QIH Management, Inc., as the sole general partner of QIHMI, may be deemed a beneficial owner of the 2,035,775 Shares held by QI Partners. (iv) The aggregate number of Shares of which Mr. Soros may be deemed a beneficial owner is 2,878,156 (approximately 6.81% of the total number of Shares outstanding). This number consists of (a) 542,381 Shares held directly by Mr. Soros; (b) 2,035,775 Shares held by QI Partners of which Mr. Soros, as sole shareholder of QIH Management, Inc., may be deemed a beneficial owner; and (c) 300,000 Shares held by Quantum Partners. Mr. Soros (as the sole proprietor and the person ultimately in control of SFM) may be deemed a beneficial owner of the Shares held for the account of Quantum Partners for purposes of Section 13(d) of the Exchange Act. Mr. Soros expressly disclaims beneficial ownership of the Shares held by Dr. Chatterjee, Winston and OSI. (v) Dr. Chatterjee may be deemed the beneficial owner of 2,428,911 Shares (approximately 5.75% of the total number of shares outstanding). This number consists of (i) 129,100 Shares owned directly by Dr. Chatterjee; (ii) 59,794 Shares held by Chatterjee Fund Management, L.P.; (iii) 204,242 Shares held by Winston; and (iv) 2,035,775 Shares held by QI Partners. Dr. Chatterjee expressly disclaims beneficial ownership of the Shares held by Mr. Soros, Quantum Partners and OSI. (c) On January 17, 1996, the Foundation sold all of the 838,056 Shares held by it to OSI, a charitable foundation of which Mr. Soros serves as one of five trustees, at a price of $38.625 per Share. There have been no other transactions with respect to the Shares during the past 60 days by any of the Reporting Persons. 8 PAGE 8 OF 13 PAGES ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (k) Power of Attorney, dated July 27, 1995, granted by Mr. George Soros in favor of Mr. Michael C. Neus. (l) Power of Attorney, dated January 18, 1996, granted by Quantum Industrial Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean Warren, Ms. Debby Sharp and Mr. Michael Neus. 9 PAGE 9 OF 13 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 23, 1996 GEORGE SOROS By: /s/ Michael C. Neus ---------------------------- Michael C. Neus Attorney-in-Fact Date: January 23, 1996 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Michael C. Neus ---------------------------- Michael C. Neus Attorney-in-fact Date: January 23, 1996 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. General Partner By: /s/ Michael C. Neus ------------------------ Michael C. Neus Vice President Date: January 23, 1996 QIH MANAGEMENT, INC. By: /s/ Michael C. Neus ---------------------------- Michael C. Neus Vice President Date: January 23, 1996 PURNENDU CHATTERJEE By: /s/ Peter Hurwitz ---------------------------- Peter Hurwitz Attorney-in-Fact 10 PAGE 10 OF 13 PAGES ANNEX A 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 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. 11 PAGE 11 OF 13 PAGES INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- K Power of Attorney, dated July 27, 1995, granted by Mr. 12 George Soros in favor of Mr. Michael C. Neus. L Power of Attorney, dated January 18, 1996, granted by 13 Quantum Industrial Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean Warren, Ms. Debby Sharp and Mr. Michael Neus.
EX-99.K 2 POWER OF ATTORNEY 1 PAGE 12 OF 13 PAGES Exhibit K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint MICHAEL C. NEUS 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 Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities and 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 27th day of July, 1995. /s/ George Soros ---------------- GEORGE SOROS EX-99.L 3 POWER OF ATTORNEY 1 PAGE 13 OF 13 PAGES Exhibit L QUANTUM INDUSTRIAL PARTNERS LDC LIMITED 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, DEBBY SHARP AND MICHAEL NEUS acting singly and not jointly, as its true and lawful agent and attorney-in-fact to negotiate, execute and deliver all such agreements, deeds, instruments, receipts, certificates and other documents, and to take all such other actions, as each attorney-in-fact considers necessary or advisable, in his or her sole discretion, in connection with the purchase, holding and disposition of an investment by the Company in Perkin-Elmer Corporation. 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 18th day of January, 1996. QUANTUM INDUSTRIAL PARTNERS LDC /s/ Edmund Hook/Hans Grootjen ------------------------------- Curacao Corporation Company N.V. Managing Director -----END PRIVACY-ENHANCED MESSAGE-----