-----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, PW7rBPCJSiUUZnNn2/uhA32w2gI/0wKlgLkUAYi8cfpkAOaz2olg7r2whZ17KQ1r iofx4AdQjcpZ9WblvPTNHg== 0000921530-97-000022.txt : 19970107 0000921530-97-000022.hdr.sgml : 19970107 ACCESSION NUMBER: 0000921530-97-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970106 SROS: NYSE GROUP MEMBERS: 71111,1677 GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: GEORGE SOROS 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 FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER GROUP MEMBERS: WINSTON PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENSORMATIC ELECTRONICS CORP CENTRAL INDEX KEY: 0000088974 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 341024665 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31547 FILM NUMBER: 97501135 BUSINESS ADDRESS: STREET 1: 951 YAMATO ROAD CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619897912 MAIL ADDRESS: STREET 1: 951 YAMATO ROAD CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: JKR CORP DATE OF NAME CHANGE: 19730607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMEND NO. 13 RE SENSORMATIC ELECTRONICS 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* SENSORMATIC ELECTRONICS CORPORATION --------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value -------------------------------- (Title of Class of Securities) 817265101 ------------------- (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) January 1, 1997 --------------------------------------- (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 24 Pages Exhibit Index: Page 19 - ------------------------ * Initial filing with respect to Soros Fund Management LLC and Mr. Stanley F. Druckenmiller. ** A filing fee is not being paid with this statement pursuant to SEC Release No. 33-7331 whereby the filing fee has been eliminated for Schedule 13D. Page 2 of 24 Pages SCHEDULE 13D CUSIP No. 817265101 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* Not applicable 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 4,297,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,297,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,297,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 5.81% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 24 Pages SCHEDULE 13D CUSIP No. 817265101 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* Not applicable 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 4,297,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,297,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,297,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 5.81% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 24 Pages SCHEDULE 13D CUSIP No. 817265101 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* Not applicable 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 4,297,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,297,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,297,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 5.81% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 24 Pages SCHEDULE 13D CUSIP No. 817265101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 4,297,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,297,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,297,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 5.81% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 24 Pages SCHEDULE 13D CUSIP No. 817265101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 1,399,600 Shares Beneficially 8 Shared Voting Power Owned By 4,297,200 Each Reporting 9 Sole Dispositive Power Person 1,399,600 With 10 Shared Dispositive Power 4,297,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,696,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 7.70% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 24 Pages SCHEDULE 13D CUSIP No. 817265101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person STANLEY F. DRUCKENMILLER (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 4,297,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,297,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,297,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 5.81% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 24 Pages SCHEDULE 13D CUSIP No. 817265101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WINSTON PARTNERS, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 251,600 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 251,600 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 251,600 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .34% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 24 Pages SCHEDULE 13D CUSIP No. 817265101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CHATTERJEE FUND MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 490,004 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 490,004 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 490,004 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .66% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 24 Pages SCHEDULE 13D CUSIP No. 817265101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PURNENDU CHATTERJEE (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 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 537,458 Shares Beneficially 8 Shared Voting Power Owned By 4,297,200 Each Reporting 9 Sole Dispositive Power Person 537,458 With 10 Shared Dispositive Power 4,297,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,834,658 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 6.54% 14 Type of Reporting Person* IA;IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 24 Pages This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, $.01 par value per share (the "Shares"), of Sensormatic Electronics Corporation (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D dated September 18, 1995 and Amendment No. 1 thereto dated February 9, 1996 (collectively, the "Initial Statement") filed by certain of the Reporting Persons (as defined herein). This Amendment No. 2 is being filed by the Reporting Persons to report an agreement between one of the Reporting Persons and SFM LLC pursuant to which SFM LLC has been granted investment discretion over the Shares held for the account of Quantum Industrial Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Industrial"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This statement is being filed on behalf of each of the following persons (collectively, the Reporting Persons"): i) Quantum Industrial; ii) QIH Management Investor, L.P. ("QIHMI"); iii) QIH Management, Inc. ("QIH Management"); iv) SFM LLC; v) George Soros ("Mr. Soros"); vi) Stanley F. Druckenmiller ("Mr. Druckenmiller"); vii) Winston Partners, L.P. ("Winston"); viii) Chatterjee Fund Management, L.P. ("CFM"); and ix) Dr. Purnendu Chatterjee ("Dr. Chatterjee"). Page 12 of 24 Pages The Reporting Persons SFM LLC, Mr. Soros and Mr. Druckenmiller - ---------------------------------------- In connection with the restructuring of the business of SFM, which will now be conducted through SFM LLC, Mr. Soros has entered into an agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros has, among other things, agreed to use his best efforts to cause QIH Management, as the general partner of QIHMI, to act at the direction of SFM LLC, which agreement to so act shall terminate upon the earlier of (a) the assignment to SFM LLC of the legal and beneficial ownership interest in QIH Management and (b) the assignment to SFM LLC of the general partnership interest in QIHMI (the "Quantum Industrial Contract"). The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein. SFM LLC has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its principal business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies (the "SFM Clients"). Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Set forth in Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of the Managing Directors of SFM LLC. The principal occupation of Mr. Soros, a United States citizen, is his direction of the activities of SFM LLC, which is carried out in his capacity as Chairman of SFM LLC at SFM LLC's principal office. The principal occupation of Mr. Druckenmiller, a United States citizen, is his position as Lead Portfolio Manager and a Member of the Management Committee of SFM LLC, which is carried out at SFM LLC's principal office. Pursuant to regulations promulgated under Section 13(d) of the Act, SFM LLC, pursuant to the provisions of the Quantum Industrial Contract, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of securities, including the Shares, held for the account of Quantum Industrial. Open Society Institute, a New York trust ("OSI"), is a charitable foundation. Mr. Soros serves as one of the ten trustees of OSI. Mr. Soros, in his capacity as a Trustee of OSI, occasionally exercises voting and dispositive power over securities held for the account of OSI, and as such may be deemed the beneficial owner of such securities, including the Shares. Page 13 of 24 Pages During the past five years, except as disclosed in the Initial Statement, none of the Reporting Persons, OSI, and, to the best of the Reporting Persons' knowledge, any other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which he 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. Item 4. Purpose of Transaction. All of the Shares reported herein as having been acquired for or disposed of from the accounts of OSI, Quantum Industrial, Mr. Soros, Winston, CFM and/or Dr. Chatterjee were acquired or disposed of for investment purposes. Neither the Reporting Persons nor, to the best of their knowledge, any of the other individuals identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, 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 general investment and trading policies of the Reporting Persons, OSI and/or SFM Clients, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) (i) Quantum Industrial, QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of the 4,297,200 Shares held for the account of Quantum Industrial (approximately 5.81% of the total number of Shares outstanding). (ii) Mr. Soros may be deemed the beneficial owner of 5,696,800 Shares (approximately 7.70% of the total number of Shares outstanding). This number consists of (A) 1,388,850 Shares held for his personal account, (B) the 4,297,200 Shares held for the account of Quantum Industrial and (C) 10,750 Shares held for the account of OSI. (iii) Winston may be deemed the beneficial owner of the 251,600 Shares currently held for its account (approximately .34% of the total number of Shares outstanding). (iv) CFM may be deemed the beneficial owner of 490,004 Shares (approximately .66% of the total number of Shares outstanding). This number consists of (A) the 238,404 Shares held for its account and (B) the 251,600 Shares held for the account of Winston. (v) Dr. Chatterjee may be deemed the beneficial owner of 4,834,658 Shares (approximately 6.54% of the total number of Shares outstanding). This number consists of (A) 47,454 Shares held for his personal account, (B) 251,600 Shares held for the account of Winston, (C) 4,297,200 Shares held for the account of Quantum Industrial and (D) 238,404 Shares held for the account of CFM. (b) (i) Each of Quantum Industrial, QIHMI, QIH Management, SFM LLC (by virtue of the Quantum Industrial Contract), Mr. Soros (as result of his position with SFM LLC), Mr. Druckenmiller (as a result of his position with SFM LLC) and Dr. Chatterjee (as a result of his position as a sub-investment advisor to Quantum Industrial with respect to the Shares) may be deemed to have the Page 14 of 24 Pages shared power to direct the voting and disposition of the 4,297,200 Shares held for the account of Quantum Industrial. (ii) Mr. Soros has the sole power to vote and dispose of the 1,388,850 Shares held for his personal account. Mr. Soros, by virtue of the fact that he occasionally exercises voting and dispositive power over securities held for the account of OSI, may be deemed to have the sole power to direct the voting and disposition of the 10,750 Shares held for the account of OSI. (iii) Each of Winston, CFM (as the sole general partner of Winston) and Dr. Chatterjee (as the sole general partner of CFM) may be deemed to have the sole power to direct the voting and disposition of the 251,600 Shares held for the account of Winston. (iv) Each of CFM and Dr. Chatterjee, as the sole general partner of CFM, may be deemed to have the sole power to direct the voting and disposition of the 238,404 Shares held for the account of CFM. (v) Dr. Chatterjee has the sole power to vote and dispose of the 47,454 Shares held for his personal account. (c) Except as disclosed in Item 2 hereof and on Annex B attached hereto which is incorporated by reference in this Item 5, there have been no transactions effected with respect to the Shares since November 2, 1996 (60 days prior to the date hereof) by any of the Reporting Persons and OSI. (d) (i) The shareholders of Quantum Industrial, including Quantum Industrial Holdings Ltd., a British Virgin Islands international business company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for the account of Quantum Industrial in accordance with their ownership interests in Quantum Industrial. (ii) Mr. Soros has the sole right to participate in the receipt of dividends from, and proceeds from the sale of, securities (including the Shares) held for his personal account. (iii) The partners of Winston have the right to participate in the receipt of dividends from, and proceeds from the sale of, securities, including the Shares, held for the account of Winston in accordance with their partnership interests in Winston. (iv) The partners of CFM have the right to participate in the receipt of dividends from, and proceeds from the sale of, securities, including the Shares, held for the account of Winston in accordance with their partnership interests in CFM. (v) OSI has the sole right to participate in the receipt of dividends from, and proceeds from the sale of securities, held for its account. (e) Not applicable. Each of Quantum Industrial, QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of Shares not held Page 15 of 24 Pages directly for the account of the Quantum Industrial. Mr. Soros expressly disclaims beneficial ownership of any Shares not held directly for his account and the accounts of the Quantum Industrial and OSI. Winston expressly disclaims beneficial ownership of any Shares not held directly for its account. CFM expressly disclaims beneficial ownership of any Shares not held directly for its account and the account of Winston. Dr. Chatterjee expressly disclaims beneficial ownership of any Shares not held directly for his account and the accounts of Quantum Industrial, Winston and CFM. The inclusion of the Shares held for the account of OSI herein shall not be deemed an admission that Mr. Soros or any of the Reporting Persons has or may be deemed to have beneficial ownership of such Shares. Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to Securities of the Issuer. From time to time, each of the Reporting Persons, OSI and/or other SFM Clients may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time, to the extent permitted by applicable laws, each of the Reporting Persons, OSI and/or other SFM Clients may borrow securities, including the Shares, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as described above, none of the Reporting Persons, OSI and/or the SFM Clients has 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 as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. C. Joint Filing Agreement dated January 1, 1997 by and among Quantum Industrial, QIHMI, QIH Management, SFM LLC, Mr. Soros, Mr. Druckenmiller, Winston, CFM and Dr. Chatterjee. D. Power of Attorney dated September 14, 1995, granted by Quantum Industrial in favor of Sean Warren (filed as Exhibit B to the Initial Statement and incorporated herein by reference). Page 16 of 24 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its 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 SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Managing Director Page 17 of 24 Pages GEORGE SOROS By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., its General Partner By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ------------------------ Peter Hurwitz Attorney-in-Fact CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Attorney-in-Fact PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact Page 18 of 24 Pages ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Page 19 of 24 Pages
ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF SENSORMATIC ELECTRONICS CORPORATION Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share - ------------------ ------------- ----------- ---------------- --------------- QIP\1\ 12/03/96 Sale 22,100 $20.147 Open Society Institute\1\ 11/27/96 Sale 1,000 20.064 11/29/96 Sale 200 20.147 12/02/96 Sale 900 20.014 12/03/96 Sale 350 20.147 George Soros\1\ 11/27/96 Sale 64,000 20.064 11/27/96 Sale 35,000 20.064 11/29/96 Sale 18,800 20.147 12/02/96 Sale 32,200 20.014 12/02/96 Sale 4,300 20.014 12/02/96 Sale 4,300 20.014 12/02/96 Sale 11,200 20.014 12/02/96 Sale 23,200 20.014 12/02/96 Sale 11,200 20.012 12/03/96 Sale 7,250 20.147 - ---------------------- 1. Transactions effected at the direction of Mr. Soros.
Page 20 of 24 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus................................................................. 20 B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus................................................................. 21 C. Joint Filing Agreement dated January 1, 1997 by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller, Winston Partners, L.P., Chatterjee Fund Management, L.P., and Dr. Purnendu Chatterjee............................................................22 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 21 of 24 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, 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 United States 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 as of the 1st day of January, 1997. /s/ George Soros --------------------------------- GEORGE SOROS EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 22 of 24 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio Manager of, member of or in other capacities with Soros Fund Management LLC, 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 United States 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 as of the 1st day of January, 1997. /s/ Stanley F. Druckenmiller ---------------------------------- STANLEY F. DRUCKENMILLER EX-99.C 4 EXHIBIT C- JOINT FILING AGREEMENT Page 23 of 24 Pages EXHIBIT C JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of The Sensormatic Electronics Corporation dated January 1, 1997 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: January 1, 1997 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its 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 SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Managing Director Page 24 of 24 Pages GEORGE SOROS By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., its General Partner By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ------------------------ Peter Hurwitz Attorney-in-Fact CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, its General Partner By: /S/ PETER HURWITZ ----------------------------- Peter Hurwitz Attorney-in-Fact PURNENDU CHATTERJEE By: /S/ PETER HURWITZ ---------------------------------- Peter Hurwitz Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----