-----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, LF46n8EinBsnV3bhyDtMMY+Uc83YhGEmqnvkC+QJwvWl+TmZ8KyFg9LdIj3f86Be QyUFSUaaiHkEcoSIBWST2Q== 0000950123-94-000777.txt : 19940419 0000950123-94-000777.hdr.sgml : 19940419 ACCESSION NUMBER: 0000950123-94-000777 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940418 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: 94523153 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. 9 TO SCH. 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* 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) April 6, 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 /x/. (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) Continued on following page(s) Page 1 of 24 Pages Exhibit Index: Page 19 - ----------------------------- * Initial filing with respect to Quantum Industrial Partners LDC, QIH Management Investor, L.P. and QIH Management, Inc. 2 SCHEDULE 13D CUSIP NO. 879131100 PAGE 2 OF 24 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 1,869,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 6.2% 14 Type of Reporting Person* IC, OO 3 SCHEDULE 13D CUSIP NO. 879131100 PAGE 3 OF 24 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 1,869,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,869,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,869,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 6.2% 14 Type of Reporting Person* IA; PN 4 Page 4 SCHEDULE 13D CUSIP No. 879131100 Page 4 of 24 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 1,869,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,869,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,869,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 6.2% 14 Type of Reporting Person* CO 5 SCHEDULE 13D CUSIP NO. 879131100 PAGE 5 OF 24 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 1,560,150 Shares Beneficially 8 Shared Voting Power Owned By 1,869,200 Each Reporting 9 Sole Dispositive Power Person 1,560,150 With 10 Shared Dispositive Power 1,869,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,429,350 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 11.3% 14 Type of Reporting Person* IA; IN 6 Page 6 SCHEDULE 13D CUSIP NO. 879131100 PAGE 6 OF 24 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) /x/ 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 777,750 Shares Beneficially 8 Shared Voting Power Owned By 1,869,200 Each Reporting 9 Sole Dispositive Power Person 777,750 With 10 Shared Dispositive Power 1,869,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,646,950 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 8.7% 14 Type of Reporting Person* IA; IN 7 Page 7 This Amendment No. 9 to Schedule 13D relates to the Shares (the "Shares") of Common Stock, no par value, issued by Tektronix, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 14150 S.W. Karl Braun Drive, Beaverton, Oregon 97077. This Amendment No. 9 further amends the initial statement on Schedule 13D filed on March 13, 1992 (the "Initial Statement") and is being filed to report a recent transfer of Shares previously acquired by one of the Reporting Persons for the account of one of its institutional clients to a newly-formed institutional client managed by a newly-formed affiliate of such Reporting Person. This statement constitutes an initial statement for the newly-formed entities, as more fully set forth herein. This Amendment No. 9 contains information that has previously been reported in the Initial Statement and prior amendments thereto, because this Amendment No. 9 is the first such amendment to be filed by the Reporting Persons through EDGAR. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of: (1) Quantum Industrial Partners LDC, a Cayman Islands limited duration company ("QI Partners"); (2) QIH Management Investor, L.P., an investment advisory firm organized as a Delaware limited partnership ("QIHMI"); (3) QIH Management, Inc., a Delaware corporation and sole general partner of QIHMI; (4) Mr. George Soros in his personal capacity and in his capacity as sole shareholder of QIH Management, Inc., the sole general partner of QIHMI ("Mr. Soros"); and (5) Mr. Purnendu Chatterjee ("Mr. Chatterjee") in his personal capacity, in his capacity as Sub-Advisor to QI Partners and in his capacity as sole general partner of Chatterjee Fund Management, L.P. which is the sole general partner of Winston Partners, L.P. ("Winston") (the "Reporting Persons"). The Reporting Persons Quantum Industrial Partners LDC This statement relates to Shares originally acquired at the direction of Soros Fund Management ("SFM") for the account of Quantum Fund N.V. ("Quantum Fund"), a mutual fund principally engaged in investment and trading in securities and other assets. As of August 1, 1993, Quantum Fund's entire position in the issue was transferred to a newly-formed operating subsidiary, Quantum Partners LDC, a Cayman Islands limited duration company ("Quantum Partners" and together with Quantum Fund, "Quantum"). As of April 6, 1994, all of the Shares held for the account of Quantum Partners were transferred to QI Partners, a newly-formed Cayman Islands limited duration company of which a majority of the outstanding shares are held by Quantum Industrial Holdings Limited, a newly-formed British Virgin Islands international business company ("Quantum Industrial" and together with QI Partners, the "Quantum Industrial Entities"). The principal business of QI Partners is investment in securities. The principal business of Quantum Industrial is investment and trading in securities and other assets, both directly and indirectly through its investment in QI Partners. The principal office of the Quantum Industrial Entities is located at Kaya Flamboyan 9, Curacao, Netherlands Antilles. Current information concerning the 8 Page 8 identity and background of the directors and officers of the Quantum Industrial Entities is set forth in Annex A hereto, which is incorporated herein by reference in response to this Item 2. During the past five years, neither of the QI Industrial Entities has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which any one of them 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 violation with respect to such laws. QIHMI, QIH Management, Inc. and Mr. Soros QIHMI, a Delaware limited partnership and an affiliate of SFM, holds the remaining outstanding shares of, and, pursuant to the constituent documents of QI Partners, is vested with investment discretion with respect to the portfolio assets held for the account of, QI Partners. However, any proposed investment in excess of $30 million is subject to the approval of the investment advisory committee of QI Partners, currently comprised of two individuals, Mr. Kenneth G. Langone and Mr. Paul Soros. QIHMI, by reason of such investment discretion, may be considered a beneficial owner of securities held by QI Partners (including the Shares) for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "1934 Act"). The principal business of QIHMI is to provide management and advisory services to, and to invest in, QI Partners. The sole business of QIH Management, Inc., of which Mr. Soros is the sole shareholder, is to serve as the sole general partner of QIHMI. QIH Management, Inc., as the sole general partner of QIHMI, and Mr. Soros, as the sole shareholder of QIH Management, Inc., a Delaware corporation and the sole general partner of QIHMI, may also be deemed a beneficial owner of securities held by QI Partners (including the Shares) for purposes of Section 13(d) of the 1934 Act. QIHMI has the authority to delegate portions of the investment program of QI Partners to sub-advisors. QIHMI and QIH Management, Inc. have their principal offices at 888 Seventh Avenue, New York, New York 10106. Mr. Soros is the sole shareholder and the person ultimately in control of QIH Management, Inc. The principal occupation of Mr. Soros is his direction of the activities of QIH and SFM which is carried out at their principal offices located at 888 Seventh Avenue, New York, New York 10106. During the past five years, none of QIHMI, QIH Management, Inc. nor Mr. Soros has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which any one of them 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 violation with respect to such laws. Current information concerning the identity and background of the directors and officers of QIH Management, Inc. is set forth in Annex B hereto, which is incorporated herein by reference. Current information concerning the identity and background of the Managing Directors is set forth in Annex C hereto, which is incorporated herein by reference. Winston, Chatterjee Fund Management and Mr. Chatterjee Winston is a private investment fund principally engaged in investments in securities and other investments. The principal office of Winston is located at 888 Seventh Avenue, New York New York, 10106. During the past five years, Winston has not been: (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which either 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 violation with respect to such laws. The sole business purpose of Chatterjee Fund Management, L.P. is to serve as the sole general partner of Winston. The principal office of Chatterjee Fund Management, L.P. is located at 888 Seventh Avenue, New York, New York 10106. During the past five years, Chatterjee Fund Management, L.P. has not been: (a) 9 Page 9 convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which either 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 violation with respect to such laws. The principal occupation of Mr. Purnendu Chatterjee, a United States citizen, is as an investment manager. Mr. Chatterjee is the sole general partner of Chatterjee Fund Management, L.P., the sole general partner of Winston. The business address where Mr. Chatterjee conducts his business activities is 888 Seventh Avenue, New York, New York 10106. On January 13, 1993, the Securities and Exchange Commission (the "Commission") filed a civil complaint in the United States District Court for the District of Massachusetts against certain defendants, including Mr. Chatterjee, wherein the Commission alleged that Mr. Chatterjee engaged in conduct in violation of, or aided and abetted certain alleged violations of, Sections 10(b) and 14(e) of the 1934 Act and certain rules promulgated thereunder. Mr. Chatterjee settled the Commission's action on the same date it was filed without admitting or denying the allegations of the complaint. Mr. Chatterjee consented to the entry of a Final Judgment restraining and enjoining him from, inter alia, violating, or aiding and abetting violations of, Sections 10(b) and 14(e) of the 1934 Act and the rules promulgated thereunder. Mr. Chatterjee also agreed to pay a civil penalty of $643,855. During the past five years, Mr. Chatterjee, has not been convicted in any criminal proceeding. Pursuant to regulations promulgated under Section 13(d) of the 1934 Act, Mr. Chatterjee, as the sole general partner of Chatterjee Fund Management, L.P. and the person ultimately in control of Winston, and Chatterjee Fund Management, L.P. (as sole general partner of Winston) may be deemed a "beneficial owner" of securities, including the Shares, held by Winston. Effective as of April 6, 1994, Mr. Chatterjee was appointed by QIHMI as a sub-advisor of QI Partners with respect to the Shares of the Issuer currently reported as being held for the account of QI Partners. Pursuant to the regulations promulgated under Section 13(d) of the 1934 Act, Mr. Chatterjee as a sub-advisor of QI Partners with respect to the Shares held for the account of QI Partners may be deemed a "beneficial owner" of such Shares. Mr. Chatterjee has also provided advice to Mr. Soros relating to his personal investment in Shares. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Shares were transferred by Quantum Partners to QI Partners at an aggregate price equal to $57,010,600.00, in exchange for shares of QI Partners, which were issued as part of the "Quantum Industrial Distribution" (as described in Item 6 hereof). Quantum 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 Quantum, QI Partners and Mr. Soros as well as to Winston and Mr. 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 the firm's credit policies. The positions held in the margin accounts, including the Shares, may from time to time be pledged as collateral security for the repayment of debit balances in the account. ITEM 4. PURPOSE OF TRANSACTION. During 1992, Mr. Chatterjee communicated with the Board of Directors of the Issuer (the "Board") on several occasions in his capacity as a shareholder of the Issuer. Communications with the Board took the form of constructive proposals for improving the Issuer's financial prospects. By a letter dated August 10 Page 10 14, 1992 addressed to Mr. Jerome J. Meyer ("Mr. Meyer"), Chairman and Chief Executive Officer of the Issuer (attached as Exhibit A to Amendment No. 5 to the Initial Statement), Mr. Chatterjee proposed an expansion of the Issuer's Board following the 1992 Annual Meeting of Stockholders and sought to establish a procedure for adding three independent persons to the Board. Mr. Meyer, by letter dated August 18, 1992, communicated to Mr. Chatterjee that the Issuer's Board would consider Mr. Chatterjee's proposals in the normal course on a schedule that would not conflict with the Issuer's Annual Meeting. Mr. Chatterjee replied, by letter dated August 20, 1992, asking whether the Chairman was supportive of Mr. Chatterjee's proposal and could commit to a specific schedule to act on it. On September 17, 1992, Mr. Chatterjee sent a letter to Mr. Meyer, demanding on behalf of Quantum Fund, Mr. Soros and himself (the "Original Reporting Persons"), that the Issuer call a Special Meeting of Shareholders to be held on October 29, 1992 for the purpose of expanding the Issuer's Board, electing as Directors additional candidates proposed by the shareholders and limiting the power of the Board to amend the Issuer's By-laws. The letter informed Mr. Meyer that the Original Reporting Persons had concluded that their pending proposals to restructure the Board were not receiving full and fair consideration from management and, therefore, should be considered directly by the shareholders (a copy of such letter was attached as Exhibit A to Amendment No. 6 to the Initial Statement). On November 11, 1992, the Original Reporting Persons entered into an agreement with the Issuer (the "Agreement"). The Agreement provides for the election to the Issuer's Board of Directors of two individuals identified in the Agreement (neither of whom is associated with the Issuer or the Original Reporting Persons) and for the inclusion of the newly appointed directors (or other nominees mutually acceptable to the Issuer and the Original Reporting Persons) in management's slate of nominees at the next annual meeting of the Issuer's shareholders. Pursuant to the Agreement, the Original Reporting Persons have withdrawn their demand for the Special Meeting of Shareholders that was to be held for the purpose of, among other things, adding additional members to the Issuer's Board of Directors, and the litigation between the Issuer and the Original Reporting Persons has been settled. The Agreement also provides that until March 15, 1994, the Original Reporting Persons will not acquire beneficial ownership of more than 14.9% of the outstanding Shares; will vote in favor of management's slate of directors, provided that it conforms with certain requirements as to composition specified in the Agreement; and will not solicit proxies or engage in certain other enumerated transactions and activities affecting the Issuer. (A copy of the Agreement was attached to Amendment No. 7 to the Initial Statement as Exhibit G.) QI Partners acquired the Shares from Quantum Partners as part of the Quantum Industrial Distribution. None of the Reporting Persons has any plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire additional securities of the Issuer, to dispose of such securities at any time, or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares beneficially owned by the Reporting Persons is 4,207,100 (approximately 13.9% of the total number of Shares outstanding). i) QI Partners is the beneficial owner of 1,869,200 (approximately 6.2% of the total number of Shares outstanding). ii) QIHMI, by reason of the investment authority it shares with Mr. Chatterjee with respect to the Shares, may be deemed the beneficial owner of the 1,869,200 Shares held by QI Partners. iii) QIHMI Management, Inc. as the sole general partner of QIHMI may be deemed a beneficial owner of the 1,869,200 Shares held by QI Partners. iv) Mr. Soros may be deemed the beneficial owner of 3,429,350 Shares (approximately 11.3% of the total number of Shares outstanding). This number consist of (a) 1,560,150 Shares owned directly by Mr. 11 Page 11 Soros, and (b) 1,869,200 Shares owned by QI Partners of which Mr. Soros, as sole shareholder of QIH Management, Inc., may be considered a beneficial owner. v) Mr. Chatterjee may be deemed the beneficial owner of 2,646,950 Shares (approximately 8.7% of the total number of Shares outstanding). This number includes (a) 58,500 Shares owned directly by Mr. Chatterjee; (b) 719,250 Shares owned by Winston and (c) the 1,869,200 Shares owned by QI Partners. (b) The power to direct the disposition and voting of the 1,869,200 Shares presently owned by QI Partners is shared by QIHMI and Mr. Chatterjee. Mr. Soros has the sole power to direct the disposition and voting of the 1,560,150 Shares he owns personally. Mr. Chatterjee has the sole power to direct the disposition and voting of the 58,500 Shares he owns personally and the 719,250 owned by Winston. (c) Except for the transfer of Shares previously held by Quantum Partners to QI Partners, there have been no transactions with respect to the Shares since February 14, 1994, 60 days prior to the date hereof, by any of the Reporting Persons. (d) The shareholders of the Quantum Industrial Entities have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities held by the Quantum Industrial Entities (including the Shares) in accordance with their share ownership interests in the respective Quantum Industrial Entities. The partners of Winston have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities held by Winston (including the Shares) in accordance with their partnership interests in Winston. (e) As of August 1, 1993, Quantum Fund ceased to be a "beneficial owner" of Shares within the meaning of Section 13(d) of the 1934 Act, although it continued to have an indirect interest therein through its ownership of shares in Quantum Partners. On April 6, 1994, Quantum Partners and SFM ceased to be "beneficial owners" of Shares within the meaning of Section 13(d) of the 1934 Act. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On April 6, 1994, Quantum Fund, the principal shareholder of Quantum Partners, and three other investment funds managed by SFM (collectively, the "Quantum Group of Funds"), paid distributions to their respective shareholders (the "Quantum Industrial Distribution"). Such shareholders were given the option of receiving their distribution either in cash, in shares of Quantum Industrial or in shares of another new fund. In connection with the Quantum Industrial Distribution, Quantum Partners transferred to QI Partners various portfolio positions, including the Shares, identified by SFM as being suitable for the investment program to be conducted by QI Partners in exchange for shares of QI Partners. Such shares of QI Partners were simultaneously exchanged by Quantum Partners for shares of Quantum Industrial, and such shares of Quantum Industrial were among those distributed by the Quantum Group of Funds to those of its shareholders who had elected to receive such shares in lieu of a cash distribution. Except as otherwise indicated in this statement, the Reporting Persons do not have any contracts, arrangements, understanding or relationships with respect to any securities of this Issuer. 12 Page 12 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (A) Joint Filing Agreement, dated as of March 13, 1992, by and among Quantum Fund N.V. and Mr. George Soros and Mr. Purnendu Chatterjee. (filed as Exhibit A to the Initial Statement and incorporated herein by reference). (B) Power of Attorney dated March 13, 1992 granted by Quantum Fund N.V. in favor of Mr. George Soros, Mr. Gary S. Gladstein and Mr. Sean C. Warren (filed as Exhibit B to the Initial Statement and incorporated herein by reference). (C) Power of Attorney dated December 11, 1991 granted by George Soros in favor of Mr. Sean C. Warren (filed as Exhibit C the Initial Statement 13D and incorporated herein by reference). (D) Letter, dated August 14, 1992 from Mr. Purnendu Chatterjee to Mr. Jerome J. Meyer ("Mr. Meyer"), Chairman of the Board of Directors and Chief Executive Officer of Tektronix, Inc. (filed as Exhibit A to Amendment No. 5 to the Initial Statement and incorporated herein by reference and hereinafter designated as Exhibit D). (E) Power of Attorney, dated July 30, 1992, granted by Mr. Purnendu Chatterjee in favor of Mr. W. James Peet, (filed as Exhibit B to Amendment No. 5 to the Initial Statement and incorporated herein by reference and hereinafter designated as Exhibit E). (F) Letter, dated September 17, 1992, from Mr. Purnendu Chatterjee and Mr. Meyer (filed as Exhibit A to Amendment No. 6 to the Initial Statement and incorporated herein by reference and hereinafter designated as Exhibit F). (G) Agreement dated November 11, 1992 by and among Tektronix, Inc., Mr. George Soros, Mr. Purnendu Chatterjee and Quantum Fund N.V. (filed as Exhibit G to Amendment No. 7 to the Initial Statement and incorporated herein by reference and hereinafter designated as Exhibit G). (H) 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 Mr. Chatterjee. (I) 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. 13 Page 13 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: April 15, 1994 QUANTUM INDUSTRIAL PARTNERS LDC By: \s\ Sean C. Warren ----------------------------------------- Sean C. Warren Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. General Partner By: \s\ Sean C. Warren ------------------------------------ Sean C. Warren Vice President QIH MANAGEMENT, INC. By: \s\ Sean C. Warren ---------------------------------------- Sean C. Warren Vice President GEORGE SOROS By: \s\ Sean C. Warren ---------------------------------------- Sean C. Warren Attorney-in-Fact \s\ Purnendu Chatterjee ----------------------------------------- PURNENDU CHATTERJEE 14 Page 14 SIGNATURES (cont'd) 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: April 15, 1994 QUANTUM FUND N.V. By: \s\ Sean C. Warren ----------------------------------- Sean C. Warren Attorney-in-Fact 15 Page 15 ANNEX A DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL PARTNERS LDC
Name/Title/Citizenship Principal Occupation Business Address ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. corporations Curacao, Managing Director Netherlands Antilles (Netherlands Antilles)
ADVISORY COMMITTEE OF QUANTUM INDUSTRIAL PARTNERS LDC Kenneth G. Langone Managing Director of 375 Park Avenue Advisor Invemed Associates, Inc. New York, New York 10152 (United States) U.S.A. Paul Soros Engineer 485 Fifth Avenue Advisor New York, New York 10017 (United States) U.S.A.
16 Page 16 DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL HOLDINGS LIMITED
Name/Title/Citizenship Principal Occupation Business Address ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. corporations Curacao, Managing Director Netherlands Antilles (Netherlands Antilles) Alberto Foglia Principal of Banca del Ceresio Via Pretorio 13 Member of Board of 6901 Lugano Advisors Switzerland (Switzerland) Richard Katz Investment Banker Villa La Sirena Chairman of Board of Vico dell'Olivetta 12 Advisors 18097 Mortola Inferiore (United Kingdom) Ventimiglia Italy Kenneth G. Langone Managing Director of 375 Park Avenue Member of Board of Invemed Associates, Inc. New York, New York 10152 Advisors U.S.A. (United States) Beat Notz Principal of Notz, Stucki & Cie 98, rue de Saint-Jean Member of Board of 1211 Geneva Advisors Switzerland (France) Edgar D. de Picciotto Chief Executive Office of 96-98, rue du Rhone Member of Board of CBI-TDB 1211 Geneva Advisors Union Bancaire Privee Switzerland (Switzerland)
During the past five years, none of the persons named above has been: (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which any of 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 violation with respect to such laws. 17 Page 17 ANNEX B DIRECTORS AND OFFICERS OF QIH MANAGEMENT, INC.
Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Gary Gladstein Managing Director of Soros Fund 888 Seventh Avenue Director, Management New York, New York President U.S.A. (United States) Sean Warren Managing Director of Soros 888 Seventh Avenue Director, Fund Management New York, New York Vice President, Secretary U.S.A. (United States) Peter Streinger Chief Accountant of Soros Fund 888 Seventh Avenue Treasurer Management New York, New York (United States) U.S.A.
During the past five years, none of the persons named above has been: (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which any of 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 violation with respect to such laws. 18 Page 18 ANNEX C 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 Arminio Fraga Gary Gladstein Robert A. Johnson Donald H. Krueger Elizabeth Larson Gerard Manolovici Gabriel S. Nechamkin Steven Okin Dale Precoda Robert M. Raiff 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 of 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 violation with respect to such laws. 19 Page 19 INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- H 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 Mr. Purdendu Chatterjee 20 I 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 21
EX-99.H 2 JOINT FILING AGREEMENT 1 Page 20 EXHIBIT E JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Tektronix, Inc. dated April 15, 1994 is, and any amendments thereto 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: April 15, 1994 QUANTUM INDUSTRIAL PARTNERS LDC By: \s\ Sean C. Warren ----------------------------------------- Sean C. Warren Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. General Partner By: \s\ Sean C. Warren ----------------------------------- Sean C. Warren Vice President QIH MANAGEMENT, INC. By: \s\ Sean C. Warren ----------------------------------------- Sean C. Warren Vice President GEORGE SOROS By: \s\ Sean C. Warren ----------------------------------------- Sean C. Warren Attorney-in-Fact \s\ Purnendu Chatterjee ----------------------------------------------- PURNENDU CHATTERJEE EX-99.I 3 POWERS OF ATTORNEY 1 Page 21 EXHIBIT F QUANTUM INDUSTRIAL PARTNERS LDC (A CAYMAN ISLANDS EXEMPTED LIMITED DURATION COMPANY) RESOLUTIONS ADOPTED BY THE SOLE DIRECTOR The Sole Director of QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), a Cayman Islands exempted limited duration company, hereby adopts the following resolutions: RESOLVED, that the Company appoint and empower George Soros, Gary Gladstein and Sean Warren or any one of them, acting singly and not jointly, as its true and lawful attorneys-in-fact (the "Attorneys-in-Fact") for the purpose of executing and delivering, in the name and on behalf of the Company, all documents required to be filed with the Securities and Exchange Commission pursuant to Section 13(d) or 16(a) of the Securities Exchange Act of 1934 in connection with the beneficial ownership by the Company of any securities of TEKTRONIX, INC., including, without limitation: (1) acquisition statements on Schedule 13D and/or Schedule 13G and any amendments thereto, (2) any joint filing agreements among the Company, QIH Management Investor, L.P. and/or George Soros (together with such other persons as may be designated by the Attorneys-in- Fact) pursuant to SEC Rule 13d-1(f), (3) any Initial Statements of Beneficial Ownership on Form 3, (4) any Statements of Changes in Beneficial Ownership on Form 4 and (5) any Annual Statement of Changes in Beneficial Ownership on Form 5; and further RESOLVED, that the Company direct the Attorneys-in-Fact, or any one of them, acting singly and not jointly, to take such actions and to complete, execute and deliver any agreements, deeds, instruments, receipts, certificates and other documents, which he in his sole discretion deems necessary or advisable to carry the foregoing resolution into effect, and that any and all past acts by such Attorneys-in-Fact in furtherance of the foregoing be, and they hereby are, ratified and confirmed; and further RESOLVED, that the Managing Director of the Company be, and it hereby is, authorized to sign and affix the seal of the Company to the Power of Attorney. IN WITNESS WHEREOF, the undersigned has set its hand this 7th day of April, 1994. QUANTUM INDUSTRIAL PARTNERS LDC /s/ J.H.F. Grootjen/B.H. Jansen ------------------------------------------ Curacao Corporation Company N.V. Sole Director 2 Page 22 QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), a Cayman Islands exempted limited duration company does, pursuant to a duly adopted resolution of its sole director, hereby designate, constitute and appoint: GEORGE SOROS, GARY GLADSTEIN AND SEAN WARREN each with a business address at QIH Management Investor, L.P., 888 Seventh Avenue, New York, NY, or any one of them, acting singly and not jointly, as its true and lawful agents and attorneys-in-fact for the purpose of executing and delivering, in the name and on behalf of the Company, all documents required to be filed with the Securities and Exchange Commission pursuant to Section 13(d) or 16(a) of the Securities Exchange Act of 1934 in connection with the beneficial ownership by the Company of any securities of Tektronix, Inc. including, without limitation: (1) acquisition statements on Schedule 13D and/or Schedule 13G and any amendments thereto, (2) any joint filing agreements among the Company, QIH Management Investor, L.P. and/or George Soros (together with such other persons as may be designated by the attorneys-in-fact) pursuant to SEC Rule 13d-1(f), (3) any Initial Statements of Beneficial Ownership on Form 3, (4) any Statements of Changes in Beneficial Ownership on Form 4 and (5) any Annual Statement of Changes in Beneficial Ownership on Form 5. The attorneys-in-fact are hereby authorized and empowered to perform all other acts and deeds, which they in their sole discretion deem necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. 3 Page 23 The Common Seal of QUANTUM ) INDUSTRIAL PARTNERS LDC ) was hereunto affixed by ) ) ______________________ ) for and on behalf of QUANTUM ) INDUSTRIAL PARTNERS LDC, in ) Per: \s\ J.H.F. Grootjen\Mr. B.H. Jansen the presence of: ) ------------------------------------- ) ) /s/ E. A. Angila-Vried ) --------------------------- Witness 4 Page 24 PROBATE BE IT REMEMBERED that on this 12th day of April, 1994 before me the undersigned, a Notary Public in and for the Netherlands Antilles personally came and appeared one Edselyne A. Angila-Vriend an attesting witness to the due execution of the within Power of Attorney who being by me duly sworn made oath and said that he/she was present and did see the Common Seal of QUANTUM INDUSTRIAL PARTNERS LDC affixed to the within Power of Attorney by Mr. J.H.F. Grootjen/Mr. B.H. Jansen for and on behalf of Curacao Corporation Company N.V., the sole director of QUANTUM INDUSTRIAL PARTNERS LDC and did see the said person sign the within power of Attorney and deliver the same on behalf of the said QUANTUM INDUSTRIAL PARTNERS LDC for the purposes therein mentioned. /s/ E. Angila /s/ Gerard Christoffel Antonius Smeets - -------------------------- --------------------------------------- Witness Notary Public in and for the Netherlands Antilles -----END PRIVACY-ENHANCED MESSAGE-----