-----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, IJOHRgd/P2sW/iKiOnV0+lcE/weJ2CZQVbizmdYlUCpw5onqE5UEJJiPO6mS4asu 3GZu2/XJWs37VapaVXDuDA== 0000921530-96-000067.txt : 19961021 0000921530-96-000067.hdr.sgml : 19961021 ACCESSION NUMBER: 0000921530-96-000067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961018 SROS: NASD GROUP MEMBERS: SOROS CAPITAL LP GROUP MEMBERS: SOROS CAPITAL OFFSHORE PARTNERS LDC GROUP MEMBERS: STEVEN J. GILBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GTS DURATEK INC CENTRAL INDEX KEY: 0000785186 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 222476180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44509 FILM NUMBER: 96645510 BUSINESS ADDRESS: STREET 1: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103125100 MAIL ADDRESS: STREET 2: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: DURATEK CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS CAPITAL LP CENTRAL INDEX KEY: 0000922262 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12 PAR LA VILLE RD CITY: HAMILTON BERMUDA STATE: D0 MAIL ADDRESS: STREET 1: 12 PAR LA VILLE RD CITY: HAMILTON BERMUDA STATE: D0 SC 13D/A 1 AMEND NO 1 TO GTS DURATEK INC'S 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GTS Duratek, Inc. ---------------------------- (Name of Issuer) Common Stock, $0.01 Par Value -------------------------------------- (Title of Class of Securities) 36237J107 ----------------------- (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 18, 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 9 Pages Exhibit Index: Page 8 SCHEDULE 13D CUSIP No. 36237J107 Page 2 of 9 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SOROS CAPITAL OFFSHORE PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [_] 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 509,039 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 506,039 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 509,039 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 3.97% 14 Type of Reporting Person* IC; OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 36237J107 Page 3 of 9 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SOROS CAPITAL L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [_] 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 BERMUDA 7 Sole Voting Power Number of 509,039 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 509,039 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 509,039 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 3.97% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 36237J107 Page 4 of 9 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Steven J. Gilbert (in his capacity as managing general partner of Soros Capital L.P.) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [_] 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 509,039 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 509,039 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 509,039 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 3.97% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 9 Pages This Amendment No. 1 to Schedule 13D relates to the shares of common stock, $0.01 par value per share (the "Shares"), of GTS Duratek, Inc. (the "Issuer") and amends the initial statement on Schedule 13D dated January 24, 1996. This Amendment No. 1 is being voluntarily filed to report that solely as a result of an increase in the number of outstanding Shares, the Reporting Persons (as defined in the Initial Statement) may no longer be deemed the beneficial owners of more than 5% of the outstanding Shares. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Initial Statement. The information set forth in the Initial Statement is amended as set forth herein. Item 3. Source and Amount of Funds or Other Consideration. The Shares held for the account of Offshore may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in its margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firm's credit policies. The positions which may be 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 of which each of the Reporting Persons may be deemed a beneficial owner is 509,039 (approximately 3.97% of the total number of Shares which would be outstanding assuming the exercise or conversion of all of the convertible securities held by Offshore). This number consists of (i) 126,051 Shares held by Offshore, (ii) 310,266 Shares issuable upon conversion of the 9,308 shares of Convertible Preferred Stock held by Offshore and (iii) 72,722 Shares issuable upon conversion of the Issuer Option held by Offshore. This amount does not include any of the Shares held for the account of C/S, in which Offshore is a principal investor, or any of the other vehicles comprising the Carlyle II Fund. The Reporting Persons do not have or share any voting or dispositive powers with respect to such Shares. (b) By virtue of his position as managing general partner of Soros Capital which is majority owner of Offshore, Mr. Gilbert holds the sole power to direct the voting and disposition of the Shares held for the account of Offshore. (c) There have been no transactions with respect to the Shares during the past 60 days for the account of Offshore. (d) The direct and indirect beneficial owners of Offshore who are described in Item 2 of the Initial Statement have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held by Offshore in accordance with their ownership interests in Offshore. (e) The Reporting Persons recently became aware that they had ceased to be the beneficial owners of more than 5% of the outstanding Shares due to an increase in the number of outstanding Shares. Page 6 of 9 Pages Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to Securities of the Issuer. From time to time, Offshore 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, Offshore 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 and in the Initial Statement, Offshore has no contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. (a) Joint Filing Agreement dated as of March 19, 1996 by and among Offshore, Soros Capital and Mr. Gilbert (filed as Exhibit A to the Initial Statement and incorporated herein by reference). (b) Power of Attorney dated March 19, 1996 granted by Offshore in favor of Mr. Gilbert, Gary S. Gladstein and Sean C. Warren (filed as Exhibit B to the Initial Statement and incorporated herein by reference). (c) Power of Attorney dated June 7, 1996 granted by Mr. Gilbert in favor of Richard W. Gaenzle and John D. McEvoy. Page 7 of 9 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: October 18, 1996 SOROS CAPITAL OFFSHORE PARTNERS LDC By: /S/ SEAN C. WARREN ------------------------------- Sean C. Warren Attorney in Fact Date: October 18, 1996 SOROS CAPITAL L.P. By: Steven J. Gilbert Managing General Partner By: /S/ RICHARD W. GAENZLE -------------------------- Richard W. Gaenzle Attorney in Fact Date: October 18, 1996 STEVEN J. GILBERT By: /S/ RICHARD W. GAENZLE ------------------------------- Richard W. Gaenzle Attorney in Fact Page 8 of 9 Pages INDEX OF EXHIBITS (a) Joint Filing Agreement dated as of March 19, 1996 by and among Soros Capital Offshore Partners LDC, Soros Capital L.P. and Steven J. Gilbert (filed as Exhibit A to the Initial Statement and incorporated herein by reference). (b) Power of Attorney dated March 19, 1996 granted by Soros Capital Offshore Partners LDC in favor of Steven J. Gilbert, Gary S. Gladstein and Sean C. Warren (filed as Exhibit B to the Initial Statement and incorporated herein by reference). (c) Power of Attorney dated June 7, 1996 granted by Steven J. Gilbert in favor of Richard W. Gaenzle and John D. McEvoy. EX-24 2 EXHIBIT C - POWER OF ATTORNEY Page 9 of 9 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, STEVEN J. GILBERT, hereby make, constitute and appoint RICHARD W. GAENZLE and JOHN D. McEVOY, acting singly and not jointly, as my agents and attorneys in fact for the purpose of executing in my name, in my personal capacity or in my capacity as a general partner of Soros Capital L.P., 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, al 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 attorneys 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 7th day of June, 1996. /S/ STEVEN J. GILBERT ------------------------------ STEVEN J. GILBERT -----END PRIVACY-ENHANCED MESSAGE-----