-----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, eEZqkVBJ2uuKutnwNFmmFSqaT+gBzloNlktCDSD8FX4RzZm8lxy3QNiBjvtbSlwj 7nroqo7ojlNhF+60BGtPtQ== 0000950123-95-001635.txt : 19950602 0000950123-95-001635.hdr.sgml : 19950602 ACCESSION NUMBER: 0000950123-95-001635 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950601 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: 95544239 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--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)* THE PERKIN-ELMER CORPORATION ---------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value ---------------------------------------------------------- (Title of Class of Securities) 714041-10-0 ----------------------------- (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) May 26, 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 12 Pages Exhibit Index: Page 10 2 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 2 OF 12 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 542,381 Shares Beneficially 8 Shared Voting Power Owned By 3,173,831 Each Reporting 9 Sole Dispositive Power Person 542,381 With 10 Shared Dispositive Power 3,173,831 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,716,212 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 8.89% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 3 OF 12 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) 4.87% 14 Type of Reporting Person* IC, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 4 OF 12 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) 4.87% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 5 OF 12 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) 4.87% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 6 OF 12 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) 5.81% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 Page 7 This Amendment No. 10 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 (the "Initial Statement"). This Amendment No. 10 also serves as Amendment No. 1 with respect to Quantum Industrial Partners LDC, QIH Management Investor, L.P. and QIH Management, Inc. This Amendment No. 10 is being filed by the Reporting Persons (as previously defined) to report the recent acquisition of Shares by Quantum Partners (as previously defined) Reference is made to the Initial Statement as amended for certain terms used herein and not otherwise defined herein. Amendment No. 9 is hereby amended and supplemented as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Quantum Partners expended $10,565,061 of its working capital to purchase the Shares which are reported in Item 5(c) as having been purchased for its account during the past 60 days. Quantum Partners holds the Shares in margin accounts maintained for it with Arnhold and S. Bleichroeder, Inc., which extends margin credit to Quantum Partners as and when required to open or carry positions in the margin account, subject to applicable Federal margin regulations, stock exchange rules and the firm's credit policies. The positions held in the margin account, including the Shares, are pledged as collateral security for the repayment of debit balances in the account. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The aggregate number of Shares which may be deemed to be beneficially owned by the Reporting Persons is 4,109,348 (approximately 9.83% of the total number of Shares outstanding). (i) QI Partners may be deemed beneficial owner of 2,035,775 Shares (approximately 4.87% 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 3,716,212 (approximately 8.89% of the total number of Shares outstanding). This number consists of (a) 542,381 Shares held directly by Mr. Soros; (b) 838,056 Shares held by the Foundation; (c) 2,035,775 Shares held by QI Partners of which Mr. Soros, as sole shareholder of QIH Management, Inc., may be considered a beneficial owner and (d) 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. (v) Dr. Chatterjee may be deemed the beneficial owner of 2,428,911 Shares (approximately 5.81% of the total number of shares outstanding). This number consists of (i) 129,100 Shares owned directly by Dr. Chatterjee (approximately .31% of the total number of Shares outstanding), (ii) 59,794 Shares held by Chatterjee Fund Management, L.P. (approximately .14% of the total number 8 Page 8 of Shares outstanding), (iii) 204,242 Shares held by Winston (approximately .49% of the total number of Shares outstanding) and (iv) the 2,035,775 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. (vi) Except as described in Annex A hereof, which is incorporated in this Item 5(c) by reference, there have been no transactions in the Shares effected since April 1, 1995 (the 60 days prior to the date hereof). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Power of Attorney, dated December 11, 1991, granted by George Soros in favor of Sean C. Warren (filed as Exhibit D to Amendment No. 4 to the Initial Statement and incorporated herein by reference). (b) Joint Filing Agreement, dated as of April 15, 1994, by and among QI Partners, QIHMI, QIH Management, Inc., Mr. Soros and Dr. Chatterjee (filed as Exhibit E to Amendment No. 9 to the Initial Statement and incorporated herein by reference). (c) Power of Attorney, dated April 7, 1994, granted by QI Partners in favor of George Soros, Gary Gladstein and Sean Warren (filed as Exhibit F to Amendment No. 9 to the Initial Statement and incorporated herein by reference). (d) Power of Attorney, dated May 31, 1995, granted by Purnendu Chatterjee in favor of Peter Hurwitz. 9 Page 9 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: June 1, 1995 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 PURNENDU CHATTERJEE By: /s/ Peter Hurwitz --------------------------------- Peter Hurwitz Attorney-in-Fact 10 Page 10 ANNEX A RECENT TRANSACTIONS IN THE COMMON STOCK OF THE PERKIN-ELMER CORPORATION FOR THE ACCOUNT OF QUANTUM PARTNERS LDC(1)
Nature of Number of Price Per Date Transaction Shares Share -------- ----------- --------- --------- 5/25/95 Purchase 20,000 35.270 5/25/95 Purchase 68,000 35.152 5/25/95 Purchase 5,000 35.145 5/25/95 Purchase 12,000 35.185 5/25/95 Purchase 25,000 34.560 5/25/95 Purchase 80,000 35.342 5/26/95 Purchase 10,000 35.570 5/26/95 Purchase 80,000 35.304
- ------------------------- (1) Transactions effected at the direction of SFM. 11 Page 11 INDEX OF EXHIBITS EXHIBIT PAGE - ------- ---- I Power of Attorney, dated May 31, 1995, granted by 12 Purnendu Chatterjee in favor of Peter Hurwitz EX-99.I 2 POWER OF ATTORNEY 1 Page 12 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make, constitute and appoint PETER HURWITZ as my agent and attorney in fact for the purpose of executing in my name or in my personal capacity 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 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 31st day of May, 1995. /s/ Purnendu Chatterjee --------------------------------------- PURNENDU CHATTERJEE -----END PRIVACY-ENHANCED MESSAGE-----