-----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, AH2xt7MEUwugMh+OWBphLVD/2OpHxwp51fnriXDgsYKo1Z5S7/qT87jQ/ADyVs/L Pya+gH14opeEfOrDeCe4Qg== 0000950123-96-001101.txt : 19960314 0000950123-96-001101.hdr.sgml : 19960314 ACCESSION NUMBER: 0000950123-96-001101 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960312 SROS: NONE GROUP MEMBERS: QUANTUM FUND N.V. GROUP MEMBERS: SOROS GEORGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERC INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000775477 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760382879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39922 FILM NUMBER: 96533970 BUSINESS ADDRESS: STREET 1: 2906 HOLMES RD CITY: HOUSTON STATE: TX ZIP: 77051 BUSINESS PHONE: 7137339301 MAIL ADDRESS: STREET 2: 2906 HOLMES RD CITY: HOUSTON STATE: TX ZIP: 77051 FORMER COMPANY: FORMER CONFORMED NAME: ERC CORP /DE/ DATE OF NAME CHANGE: 19851103 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 SCHEDULE 13D - AMENDMENT NO. 5 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* ERC INDUSTRIES, INC. -------------------- (Name of Issuer) Common Stock, $.01 Par Value ------------------------------ (Title of Class of Securities) 268902202 -------------- (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) March 5, 1996 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 11 Pages Exhibit Index: Page 8 2 SCHEDULE 13D CUSIP NO. 268902202 PAGE 2 OF 11 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QUANTUM FUND N.V. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 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 NETHERLANDS ANTILLES 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 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* IV; CO 3 SCHEDULE 13D CUSIP NO. 268902202 PAGE 3 OF 11 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MR. GEORGE SOROS (in his capacity as sole proprietor of Soros Fund Management) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 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 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* IA 4 PAGE 4 OF 11 PAGES This Amendment No. 5 to Schedule 13D relates to shares of Common Stock, $.01 par value (the "Shares"), of ERC Industries, Inc. (the "Issuer"). This Amendment No. 5 amends the initial statement on Schedule 13D dated January 17, 1989, and all amendments thereto (collectively, the "Initial Statement"). This Amendment No. 5 is being filed by the Reporting Persons for the purpose of reporting that Quantum has entered into a contract to sell the Retained Shares and, as such, the Reporting Persons are no longer beneficial owners of any Shares of the Issuer. Capitalized terms used herein and not otherwise defined herin shall have the meanings given to them in the Initial Statement. The Initial Statement is supplementally amended as set forth herein. ITEM 2. IDENTITY AND BACKGROUND. Updated information concerning the identity and background 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 4. PURPOSE OF TRANSACTION. The information set forth in Item 6 herein regarding the Letter Agreement (as defined herein) is incorporated by reference in response to this Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares of which each of the Reporting Persons may be deemed a beneficial owner is 0. (c) Information concerning the sale by Quantum to the Wood Group of the Retained Shares held by Quantum pursuant to the Letter Agreement is set forth in Item 6 below, which is hereby incorporated by reference in response to this Item 5(c). Except for the transaction described in Item 6, there have been no transactions with respect to the Shares since January 12, 1996 (60 days prior to the date hereof) by any of the Reporting Persons or other persons identified in response to Item 2 herein. (e) The Reporting Persons ceased to be beneficial owners of any Shares on March 5, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On March 5, 1996, Quantum and the Wood Group entered into a Letter Agreement (the "Letter Agreement"), a copy of which is attached as Exhibit J hereto, whereby Quantum agreed to sell, and the Wood Group agreed to purchase, subject to the terms and conditions of the Letter Agreement, the Retained Shares (an aggregate of 780,000 Shares owned by Quantum) for a purchase price of $13/16 per share, or $633,750.00 in the aggregate. Except as set forth above and as described in the Initial Statement, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. 5 PAGE 5 OF 11 PAGES ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Power of Attorney, dated October 19, 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 D to Amendment No. 3 and incorporated herein by reference). (i) Power of Attorney, dated October 27, 1994, granted by Mr. George Soros in favor of Mr. Sean C. Warren. (j) Letter Agreement, dated March 5, 1996, between Quantum Fund N.V. and John Wood Group PLC. 6 PAGE 6 OF 11 PAGES 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. Dated: March 12, 1996 QUANTUM FUND N.V. By: /s/ Sean C. Warren ---------------------------------- Sean C. Warren Attorney-in-Fact Dated: March 12, 1996 GEORGE SOROS By: /s/ Sean C. Warren ---------------------------------- Sean C. Warren Attorney-in-Fact 7 PAGE 7 OF 11 PAGES 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 Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Elizabeth Larson 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, 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 violations with respect to such laws. 8 PAGE 8 OF 11 PAGES INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- I. Power of Attorney, dated October 27, 1994 granted by Mr. George Soros in favor of Mr. Sean Warren. 9 J. Letter Agreement, dated March 5, 1996, between Quantum Fund N.V. and John Wood Group PLC. 10
EX-99.I 2 POWER OF ATTORNEY 1 Page 9 of 11 Pages EXHIBIT I POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint SEAN C. WARREN 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 27th day of October, 1994. /s/ George Soros ------------------------- GEORGE SOROS EX-99.J 3 LETTER AGREEMENT 1 Page 10 of 11 Pages [QUANTUM GROUP OF FUNDS LETTERHEAD] BY COURIER March 5, 1996 Arthur Nathan, Esq. Haynes & Boone 1000 Louisiana Suite 4300 Houston, TX 77002-5012 RE: SALE OF 780,000 SHARES OF ERC INDUSTRIES, INC. Dear Arthur: This is to confirm our understanding that your client, John Wood Group PLC, has agreed to purchase from Quantum Fund N.V. ("Quantum") 780,000 shares of ERC Industries, Inc. ("ERC") at a purchase price per share of $13/16, for a total consideration of $633,750.00. This amount should be transferred by wire on Tuesday, March 5, 1996 pursuant to the following account information: The Bank of New York ABA #: 021-000018 Account #: 8540-90-5100 Account Name: Arnhold and S. Bleichroeder F/A/O: Quantum Partners LDC Attention: Robert Miller Please find enclosed a copy of a set of resolutions adopted by Quantum in which it is resolved to sell 780,000 shares of ERC to John Wood Group PLC pursuant to the terms described above and to deliver stock certificates representing a total of 780,000 shares, as well as a copy of a power of attorney authorizing me, as well as certain other employees of Soros Fund Management to act on behalf of Quantum in connection with this transaction. Also enclosed are stock certificates representing ownership of 295,170 and 42,102 shares of ERC by Quantum and Quantum Overseas N.V., respectively. Quantum Overseas N.V. was a subsidiary of Quantum and has since been liquidated, Quantum being its successor. Also enclosed are two stock powers authorizing the transfer of an aggregate of 780,000 shares of ERC to John Wood Group PLC. As we discussed, a certificate representing the balance of the shares currently owned by Quantum (442,728 shares) is in the process of being produced by DTC and we expect to have it by the middle of next week. It will be forwarded to you once we have received it. 2 Page 11 of 11 Pages Kindly confirm that this letter accurately reflects our entire understanding by signing and returning a counterpart of this letter. QUANTUM FUND N.V. By: /s/ Michael C. Neus --------------------------------------- Name: Michael C. Neus Title: Attorney-in-Fact Acknowledged and confirmed on behalf of JOHN WOOD GROUP PLC By: /s/ Arthur Nathan ----------------------------------- Name: Arthur Nathan Title: Attorney -----END PRIVACY-ENHANCED MESSAGE-----