-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aNYVSDzNEzpEYVSoPxdA7Mmw32ERHcC46kA6nUGKuC0M5+AZL7YouEWYn1LpGrem LaSd8umQVwQfl8kXcaEwUw== 0000950123-94-001782.txt : 19941107 0000950123-94-001782.hdr.sgml : 19941107 ACCESSION NUMBER: 0000950123-94-001782 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941104 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: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: 3825 IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10548 FILM NUMBER: 94557673 BUSINESS ADDRESS: STREET 1: 2660 SW PKWY CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: 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--6300 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMENDMENT NO. 10 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. 10)* TEKTRONIX, INC. ------------------------------------------------- (Name of Issuer) Common Stock, No Par Value ------------------------------------------------- (Title of Class of Securities) 879131100 --------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 65 East 55th Street New York, New York 10022 (212) 872-1000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 1994 --------------------- (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. *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 11 Pages Exhibit Index: Page 10 2 SCHEDULE 13D CUSIP NO. 879131100 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 1,530,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.0% 14 Type of Reporting Person* IC, OO 3 SCHEDULE 13D CUSIP NO. 879131100 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 United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,530,300 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,530,300
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,530,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.0% 14 Type of Reporting Person* IA; PN 4 SCHEDULE 13D CUSIP NO. 879131100 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 United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,530,300 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,530,300
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,530,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.0% 14 Type of Reporting Person* CO 5 SCHEDULE 13D CUSIP NO. 879131100 PAGE 5 OF 11 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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, 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 1,277,300 Shares Beneficially 8 Shared Voting Power Owned By 1,530,300 Each Reporting 9 Sole Dispositive Power Person 1,277,300 With 10 Shared Dispositive Power 1,530,300
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,807,600 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 9.18% 14 Type of Reporting Person* IA; IN 6 SCHEDULE 13D CUSIP NO. 879131100 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 676,750 Shares Beneficially 8 Shared Voting Power Owned By 1,530,300 Each Reporting 9 Sole Dispositive Power Person 676,750 With 10 Shared Dispositive Power 1,530,300
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,207,050 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 7.21% 14 Type of Reporting Person* IA; IN 7 Page 7 ITEM 1. This Amendment No. 10 to Schedule 13D relates to the Shares (the "Shares") of Common Stock, no par value, issued by Tektronix, Inc. (the "Issuer"). This Amendment No. 10 further amends the initial statement on Schedule 13D filed on March 13, 1992 and all subsequent amendments thereto and is being filed to report recent sales of the Shares. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares beneficially owned by the Reporting Persons is 3,484,350 (approximately 11.39% of the total number of Shares outstanding). i) QI Partners is the beneficial owner of 1,530,300 (approximately 5.0 % of the total amount 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 1,530,300 Shares held by QI Partners. iii) QIHMI Management, Inc. as the sole general partner of QIHMI may be deemed a beneficial owner of the 1,530,300 Shares held by QI Partners. iv) Mr. Soros may be deemed the beneficial owner of 2,807,600 Shares (approximately 9.18% of the total amount outstanding). This number includes (a) 1,277,300 Shares owned directly by Mr. Soros, and (b) 1,530,300 Shares owned 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 2,207,050 Shares (approximately 7.21% of the total amount outstanding). This number includes (a) 50,300 Shares owned directly by Dr. Chatterjee; (b) 626,450 Shares owned by Winston and (c) the 1,530,300 Shares owned by QI Partners. (c) A schedule identifying all transactions involving the Shares effected by the Reporting Persons since September 5, 1994, the sixty days prior to the date hereof, is included as Annex A hereto and is incorporated by reference in response to this Item 5(c). Each of the transactions was executed in conventional brokerage transactions in the over-the-counter market. Except for the transactions listed in Annex A, there have been no transactions with respect to the Shares during the sixty days prior to this filing by the Reporting Persons or other persons identified in response to Item 2. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Power of Attorney, dated July 30, 1992, granted by Dr. Chatterjee in favor of Mr. W. James Peet (filed as Exhibit B to Amendment No. 5 and incorporated herein by reference). (b) Joint Filing Agreement, dated as of April 15, 1994, by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Mr. George Soros and Dr. Chatterjee (filed as Exhibit H to Amendment No. 9 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 I to Amendment No. 9 and incorporated herein by reference). (d) Power of Attorney, dated January 3, 1989, granted by Mr. George Soros in favor of Mr. Gary S. Gladstein (Exhibit J hereto). 8 Page 8 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: November 4, 1994 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Gary S. Gladstein ------------------------------- Gary S. Gladstein Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. General Partner By: /s/ Gary S. Gladstein ---------------------------- Gary S. Gladstein President QIH MANAGEMENT, INC. By: /s/ Gary S. Gladstein -------------------------------- Gary S. Gladstein President GEORGE SOROS By: /s/ Gary S. Gladstein -------------------------------- Gary S. Gladstein Attorney-in-Fact PURNENDU CHATTERJEE By: /s/ James Peet -------------------------------- James Peet Attorney-in-Fact 9 Page 9 ANNEX A RECENT TRANSACTIONS IN COMMON STOCK OF TEKTRONIX, INC.
FOR THE ACCOUNT OF DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE($) ------------------ ------------------- --------------------- ---------------- ------------------ Quantum Industrial 10/27/94 Sale 110,500 39.250 Partners LDC 10/28/94 Sale 44,800 39.195 10/31/94 Sale 46,200 38.006 11/01/94 Sale 12,400 37.055 11/02/94 Sale 125,000 37.248
FOR THE ACCOUNT OF DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE($) ------------------ ------------------- --------------------- ---------------- ------------------ George Soros 10/27/94 Sale 92,300 39.250 10/28/94 Sale 37,300 39.195 10/31/94 Sale 38,600 38.006 11/01/94 Sale 10,350 37.055 11/02/94 Sale 104,300 37.248
FOR THE ACCOUNT OF DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE($) ------------------ ------------------- --------------------- ---------------- ------------------ Purnendu 10/28/94 Sale 1,600 39.195 Chatterjee 10/31/94 Sale 1,700 38.006 11/01/94 Sale 400 37.055 11/02/94 Sale 4,500 37.248
FOR THE ACCOUNT OF DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE($) ------------------ ------------------- --------------------- ---------------- ------------------ Winston Partners, 10/28/94 Sale 18,200 39.195 L.P. 10/31/94 Sale 18,800 38.006 11/01/94 Sale 5,000 37.055 11/02/94 Sale 50,800 37.248
10 Page 10 INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ----- (J) Power of Attorney, dated January 3, 1989, granted by Mr. George Soros in favor of Mr. Gary S. Gladstein. 11
EX-99.J 2 POWER OF ATTORNEY 1 Page 11 EXHIBIT A POWER OF ATTORNEY Know all men by these presents that I, GEORGE SOROS, hereby make constitute and appoint GARY S. GLADSTEIN 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 relating to the beneficial ownership of securities required to be filed with the Securities and Exchange Commission pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934 including, without limitation: (a) any acquisition statements on Schedule 13D, 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 or Form 4. This power of attorney shall be valid from the date hereof until revoked by me. In witness whereof I have executed this instrument this 3rd day of January, 1989. /s/ George Soros ------------------------------- George Soros -----END PRIVACY-ENHANCED MESSAGE-----