-----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, LyshhzrcSqhrbm8dwP95ItxtFgVFjevA4oVYkOadq4nwCdHgSa/VuI0bXDqaQRE7 ytH+StwMWdOdSS+LTgHpOg== 0000950123-95-002851.txt : 19951012 0000950123-95-002851.hdr.sgml : 19951012 ACCESSION NUMBER: 0000950123-95-002851 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951011 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: 95579719 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. 3 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. 3)* 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) October 5, 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 15 Pages Exhibit Index: Page 14 2 SCHEDULE 13D CUSIP NO. 075816108 PAGE 2 OF 15 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 808,050 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.79% 14 Type of Reporting Person* IC, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 075816108 PAGE 3 OF 15 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 808,050 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 808,050 11 Aggregate Amount Beneficially Owned by Each Reporting Person 808,050 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.79% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 075816108 PAGE 4 OF 15 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 808,050 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 808,050 11 Aggregate Amount Beneficially Owned by Each Reporting Person 808,050 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.79% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 075816108 PAGE 5 OF 15 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 793,950 Shares Beneficially 8 Shared Voting Power Owned By 808,050 Each Reporting 9 Sole Dispositive Power Person 793,950 With 10 Shared Dispositive Power 808,050 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,602,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.52% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 075816108 PAGE 6 OF 15 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 641,900 Shares Beneficially 8 Shared Voting Power Owned By 808,050 Each Reporting 9 Sole Dispositive Power Person 641,900 With 10 Shared Dispositive Power 808,050 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,449,950 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; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 Page 7 This Amendment No. 3 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. 3 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. 3 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 beneficially own 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 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. QI Partners expended $5,848,161.32 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. Mr. Soros expended $5,845,155.32 of his personal funds to purchase the Shares which are reported in Item 5(c) as having been purchased for his account during the past 60 days. Winston expended $1,242,855.88 of its working capital to purchase the Shares reported in Item 5(c) as having been purchased for its account during the past 60 days. 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares beneficially owned by the Reporting Persons is 2,243,900 (approximately 7.73% of the total number of Shares outstanding). (i) QI Partners may be deemed the beneficial owner of 808,050 (approximately 2.79% 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 808,050 Shares held by QI Partners. (iii) QIH Management, Inc. as the sole general partner of QIHMI may be deemed a beneficial owner of the 808,050 Shares held by QI Partners. 8 Page 8 (iv) Mr. Soros may be deemed the beneficial owner of 1,602,000 Shares (approximately 5.52% of the total number of Shares outstanding). This number consists of (a) 793,950 Shares owned directly by Mr. Soros and (b) 808,050 Shares owners 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 1,449,950 Shares (approximately 5.0%) of the total number of Shares outstanding). This number includes (a) 641,900 Shares owned by Winston and (b) the 808,050 Shares owned 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 808,050 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 793,950 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 641,900 Shares held by Winston. (c) Except for the transactions listed in Annex B hereto, there have been no transactions with respect to the Shares since August 11, 1995, 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) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. Dr. Chatterjee has reached an understanding with Mr. Soros pursuant to which Dr. Chatterjee will furnish to Mr. Soros recommendations concerning transactions in the Shares. It is contemplated by Mr. Soros that Dr. Chatterjee will share in any profits and losses on Shares held for the account of Mr. Soros. Except as otherwise indicated above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. 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). 9 Page 9 (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. 10 Page 10 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: October 10, 1995 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren ------------------------------- Sean C. Warren Attorney-in-Fact Date: October 10, 1995 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. General Partner By: /s/ Sean C. Warren -------------------------- Sean C. Warren Vice President Date: October 10, 1995 QIH MANAGEMENT, INC. By: /s/ Sean C. Warren ------------------------------- Sean C. Warren Vice President Date: October 10, 1995 GEORGE SOROS By: /s/ Sean C. Warren ------------------------------- Sean C. Warren Attorney-in-Fact Date: October 10, 1995 PURNENDU CHATTERJEE By: /s/ Peter Hurwitz ------------------------------- Peter Hurwitz Attorney-in-Fact 11 Page 11 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 Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Donald H. Krueger Elizabeth Larson Jay Misra 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. 12 Page 12 ANNEX B 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 09/27/95 Purchase 22,100 29.797 09/27/95 Purchase 450 29.520 09/28/95 Purchase 7,700 30.060 09/29/95 Purchase 28,100 30.310 10/02/95 Purchase 3,000 30.230 10/03/95 Purchase 43,000 30.797 10/03/95 Purchase 2,900 30.250 10/03/95 Purchase 1,700 30.185 10/03/95 Purchase 400 30.560 10/04/95 Purchase 3,800 30.645 10/05/95 Purchase 40,100 30.685 10/05/95 Purchase 8,100 30.749 10/06/95 Purchase 800 30.770 10/09/95 Purchase 5,100 31.020 10/09/95 Purchase 8,200 31.185 10/09/95 Purchase 15,800 31.167 George Soros 09/27/95 Purchase 22,100 29.797 09/27/95 Purchase 450 29.520 09/28/95 Purchase 7,600 30.060 09/29/95 Purchase 28,100 30.310 10/02/95 Purchase 3,000 30.230 10/03/95 Purchase 1,700 30.185 10/03/95 Purchase 400 30.560 10/03/95 Purchase 43,000 30.797 10/03/95 Purchase 2,900 30.250 10/04/95 Purchase 3,800 30.645 10/05/95 Purchase 40,100 30.685 10/05/95 Purchase 8,100 30.749 10/06/95 Purchase 800 30.770 10/09/95 Purchase 5,100 31.020 10/09/95 Purchase 8,200 31.185 10/09/95 Purchase 15,800 31.167 Winston Partners L.P. 9/27/95 Purchase 4,900 29.797 9/27/95 Purchase 100 29.520 9/28/95 Purchase 1,700 30.060 9/29/95 Purchase 6,300 30.310 10/02/95 Purchase 600 30.230
13 Page 13
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE - ------------------ ---------------- TRANSACTION OF SHARES PER SHARE ----------- --------- --------- 10/03/95 Purchase 9,600 30.797 10/03/95 Purchase 700 30.250 10/03/95 Purchase 400 30.185 10/03/95 Purchase 200 30.560 10/04/95 Purchase 800 30.645 10/05/95 Purchase 9,100 30.685 10/05/95 Purchase 1,800 30.749 10/06/95 Purchase 200 30.770 10/09/95 Purchase 1,100 31.020 10/09/95 Purchase 1,900 31.185 10/09/95 Purchase 3,400 31.167
14 Page 14 INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- A Power of Attorney, dated May 31, 1995, granted by Purnendu Chatterjee in favor of Mr. Peter Hurwitz. 15
EX-99.A 2 POWER OF ATTORNEY, DATED MAY 31, 1995 1 Page 15 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-----