-----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, LD6AS4MaVQKnEofUcJBKyekA4KGvf2AtcesKUmJC2NIfFWaIjXvfEYxidJc2E3AB VRph6Fb1f/z36y/Z9srOMw== 0000950123-95-003382.txt : 19951120 0000950123-95-003382.hdr.sgml : 19951120 ACCESSION NUMBER: 0000950123-95-003382 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951115 SROS: NONE 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: BECKMAN INSTRUMENTS INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10122 FILM NUMBER: 95593364 BUSINESS ADDRESS: STREET 1: 2500 HARBOR BLVD CITY: FULLERTON STATE: CA ZIP: 92634 BUSINESS PHONE: 7148714848 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. 4 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. 4)* BECKMAN INSTRUMENTS, INC ------------------------------------------- (Name of Issuer) Common Stock, $.10 Par Value ------------------------------------------------- (Title of Class of Securities) 075816108 ------------------------------------------------- (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) November 8, 1995 ------------------------------------ (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 / /. (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. Continued on following page(s) Page 1 of 11 Pages Exhibit Index: None 2 SCHEDULE 13D CUSIP NO. 075815100 PAGE 2 OF 11 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 1,004,085 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 3.46% 14 Type of Reporting Person* IC, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 075815100 PAGE 3 OF 11 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 1,004,085 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,004,085 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,004,085 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 3.46% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 075815100 PAGE 4 OF 11 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 1,004,085 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,004,085 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,004,085 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 3.46% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 075815100 PAGE 5 OF 11 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 989,985 Shares Beneficially 8 Shared Voting Power Owned By 1,004,085 Each Reporting 9 Sole Dispositive Power Person 989,985 With 10 Shared Dispositive Power 1,004,085 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,994,070 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 6.87% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 075815100 PAGE 6 OF 11 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 685,530 Shares Beneficially 8 Shared Voting Power Owned By 1,004,085 Each Reporting 9 Sole Dispositive Power Person 685,530 With 10 Shared Dispositive Power 1,004,085 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,689,615 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 5.82% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 PAGE 7 OF 11 PAGES This Amendment No. 4 to Schedule 13D relates to shares of Common Stock, $.10 par value (the "Shares"), of Beckman Instruments, Inc. (the "Issuer") and further amends the initial statement on Schedule 13D filed on January 22, 1992 and all amendments thereto (the "Initial Statement"). This Amendment No. 4 also serves as Amendment No. 2 with respect to Quantum Industrial Partners LDC, QIH Management Investor, L.P. and QIH Management, Inc. This Amendment No. 4 is being filed by the Reporting Persons to report a recent increase in the number of Shares which each of the Reporting Persons may be deemed to own beneficially as a consequence of recent purchases of Shares. 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. QI Partners expended approximately $6,516,784 of its working capital to purchase the Shares which are reported in Item 5(c) as having been purchased for its account since October 9, 1995 (the date of the last transaction reflected in the most recent filing on Schedule 13D). Mr. Soros expended approximately $6,516,784 of his personal funds to purchase the Shares which are reported in Item 5(c) as having been purchased for his account since October 9, 1995 (the date of the last transaction reflected in the most recent filing on Schedule 13D). Winston expended approximately $1,450,585 of its working capital to purchase the Shares reported in Item 5(c) as having been purchased for its account since October 9, 1995 (the date of the last transaction reflected in the most recent filing on Schedule 13D). QI Partners and Mr. Soros purchased the Shares through, and QI Partners holds them in, margin accounts maintained for each of them with Arnhold and S. Bleichroeder, Inc., which extends margin credit to QI Partners and Mr. Soros as well as to Winston and Dr. Chatterjee 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 the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. Certain of the Shares held by QI Partners have been transferred to a pledge account as described in Item 6 below. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares which may be deemed to be beneficially owned by the Reporting Persons is 2,679,600 (approximately 9.24% of the total number of Shares outstanding). (i) QI Partners may be deemed the beneficial owner of 1,004,085 (approximately 3.46% 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 1,004,085 Shares held by QI Partners. (iii) QIH Management, Inc. as the sole general partner of QIHMI may be deemed a beneficial owner of the 1,004,085 Shares held by QI Partners. 8 PAGE 8 OF 11 PAGES (iv) Mr. Soros may be deemed the beneficial owner of 1,994,070 Shares (approximately 6.87% of the total number of Shares outstanding). This number consists of (a) 989,985 Shares held directly by Mr. Soros and (b) 1,004,085 Shares held by QI Partners of which Mr. Soros, as sole shareholder of QIH Management, Inc., may be considered a beneficial owner. (v) Dr. Chatterjee may be deemed the beneficial owner of 1,689,615 Shares (approximately 5.82% of the total number of Shares outstanding). This number includes (a) 685,530 Shares held by Winston and (b) 1,004,085 Shares held by QI Partners. The filing of this statement on a joint basis by QI Partners, QIHMI, QIH Management, Inc., Mr. Soros and Dr. Chatterjee shall not be construed as an admission that any of the Reporting Persons other than Dr. Chatterjee is the beneficial owner of any Shares held or to be held for the accounts of Chatterjee Fund Management, L.P. or Winston nor that Chatterjee Fund Management, L.P. or Winston is the beneficial owner of Shares held for the account of QI Partners or Mr. Soros. (b) The power to direct the disposition and voting of the 1,004,085 Shares presently owned by QI Partners is shared by Dr. Chatterjee and QIHMI. Mr. Soros holds the sole power to vote and to direct the disposition of the 989,985 Shares he holds personally. Dr. Chatterjee, as the sole general partner of Chatterjee Fund Management, L.P., which is the sole general partner of Winston, has the sole power to vote and to direct the disposition of the 685,530 Shares held by Winston. (c) Except for the transactions listed in Annex A hereto, there have been no transactions with respect to the Shares since October 9, 1995 (the date of the last transaction reflected in the most recent filing on Schedule 13D) by any of the Reporting Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUE On September 7, 1995, QI Partners executed a Pledge and Security Agreement (the "Pledge Agreement") pursuant to which QI Partners agreed to pledge certain types of collateral to secure its obligations under a revolving credit facility dated as of September 7, 1995 (the "Credit Agreement") with a syndicate of lenders. In accordance with this Pledge Agreement, QI Partners pledged to Citibank, N.A., as collateral agent for such lenders, certain of the Shares; QI Partners is entitled to exercise any and all voting rights pertaining to the Shares pledged and is entitled to receive any and all dividends paid in respect of the Shares pledged unless and until the occurrence of an event of default under the Credit Agreement. Under the terms of the Pledge Agreement and the Credit Agreement, QI Partners is permitted to withdraw the Shares from the Pledge Agreement and substitute alternative collateral to secure its obligations under the Credit Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Power of Attorney, dated December 11, 1991, granted by George Soros in favor of Mr. Sean C. Warren (filed as Exhibit C to the Initial Statement and incorporated herein by reference). (b) Joint Filing Agreement, dated as of April 15, 1994, by and among Quantum Industrial Partners LDC, QIH Management, Inc., QIH Management Investor, L.P., Mr. George Soros and Dr. Chatterjee (filed as Exhibit D to Amendment No. 2 to the Initial Statement and incorporated herein by reference). (c) Power of Attorney (and related resolutions) dated April 7, 1994, granted by Quantum Industrial Partners LDC in favor of George Soros, Gary Gladstein and Sean Warren (filed as Exhibit E to Amendment No. 2 to the Initial Statement and incorporated herein by reference). (d) Power of Attorney, dated May 31, 1995, granted by Dr. Purnendu Chatterjee in favor of Mr. Peter Hurwitz (filed as Exhibit A to Amendment No. 3 to the Initial Statement and incorporated herein by reference). 9 PAGE 9 OF 11 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: November 14, 1995 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren ------------------------------- Sean C. Warren Attorney-in-Fact Date: November 14, 1995 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. General Partner By: /s/ Sean C. Warren ------------------------------- Sean C. Warren Vice President Date: November 14, 1995 QIH MANAGEMENT, INC. By: /s/ Sean C. Warren ------------------------------- Sean C. Warren Vice President Date: November 14, 1995 GEORGE SOROS By: /s/ Sean C. Warren ------------------------------- Sean C. Warren Attorney-in-Fact Date: November 14, 1995 PURNENDU CHATTERJEE By: /s/ Peter Hurwitz ------------------------------- Peter Hurwitz Attorney-in-Fact 10 PAGE 10 OF 11 PAGES ANNEX A RECENT TRANSACTIONS IN THE COMMON STOCK OF BECKMAN INSTRUMENTS, INC.
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE - ------------------ ---------------- TRANSACTION OF SHARES PER SHARE ----------- --------- --------- Quantum Industrial Partners 10/10/95 Purchase 5,800 31.145 10/11/95 Purchase 28,350 32.310 10/23/95 Purchase 1,100 32.020 10/27/95 Purchase 2,250 32.020 10/27/95 Purchase 585 32.800 10/30/95 Purchase 3,900 33.020 10/31/95 Purchase 36,000 33.185 10/31/95 Purchase 6,200 33.017 11/01/95 Purchase 5,300 33.201 11/01/95 Purchase 3,400 33.185 11/02/95 Purchase 2,250 33.185 11/02/95 Purchase 900 33.145 11/02/95 Purchase 13,500 33.050 11/03/95 Purchase 1,600 33.162 11/06/95 Purchase 7,000 33.854 11/07/95 Purchase 4,500 33.435 11/07/95 Purchase 1,800 33.480 11/08/95 Purchase 11,000 33.185 11/09/95 Purchase 5,600 33.734 11/10/95 Purchase 20,400 33.935 11/10/95 Purchase 11,300 33.795 11/13/95 Purchase 3,300 33.989 11/13/95 Purchase 13,400 34.310 11/13/95 Purchase 4,800 34.171 11/13/95 Purchase 1,800 34.050 George Soros 10/10/95 Purchase 5,800 31.145 10/11/95 Purchase 28,350 32.310 10/23/95 Purchase 1,100 32.020 10/27/95 Purchase 585 32.800 10/27/95 Purchase 2,250 32.020 10/30/95 Purchase 3,900 33.020 10/31/95 Purchase 36,000 33.185 10/31/95 Purchase 6,200 33.017 11/01/95 Purchase 5,300 33.201 11/01/95 Purchase 3,400 33.185 11/02/95 Purchase 2,250 33.185
11 PAGE 11 OF 11 PAGES
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE - ------------------ ---------------- TRANSACTION OF SHARES PER SHARE ----------- --------- --------- 11/02/95 Purchase 900 33.145 11/02/95 Purchase 13,500 33.050 11/03/95 Purchase 1,600 33.162 11/06/95 Purchase 7,000 33.854 11/07/95 Purchase 4,500 33.435 11/07/95 Purchase 1,800 33.480 11/08/95 Purchase 11,000 33.185 11/09/95 Purchase 5,600 33.734 11/10/95 Purchase 20,400 33.935 11/10/95 Purchase 11,300 33.795 11/13/95 Purchase 3,300 33.989 11/13/95 Purchase 13,400 34.310 11/13/95 Purchase 4,800 34.171 11/13/95 Purchase 1,800 34.050 Winston Partners L.P. 10/10/95 Purchase 1,200 31.145 10/11/95 Purchase 6,300 32.310 10/23/95 Purchase 300 32.020 10/27/95 Purchase 500 32.020 10/27/95 Purchase 130 32.800 10/30/95 Purchase 900 33.020 10/31/95 Purchase 8,000 33.185 10/31/95 Purchase 1,400 33.017 11/01/95 Purchase 1,100 33.201 11/01/95 Purchase 700 33.185 11/02/95 Purchase 500 33.185 11/02/95 Purchase 200 33.145 11/02/95 Purchase 3,000 33.050 11/03/95 Purchase 300 33.162 11/06/95 Purchase 1,500 33.854 11/07/95 Purchase 1,000 33.435 11/07/95 Purchase 500 33.480 11/08/95 Purchase 2,500 33.185 11/09/95 Purchase 1,200 33.734 11/10/95 Purchase 4,600 33.935 11/10/95 Purchase 2,600 33.795 11/13/95 Purchase 700 33.989 11/13/95 Purchase 3,000 34.310 11/13/95 Purchase 1,000 34.171 11/13/95 Purchase 500 34.050
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