-----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, SyLHa74EIT1aHHyIOnqDwvzwoRpcAud47BouxvmE4Ub2oXYTKE6BaqvUaQVzjLku FD1nVoaZmqxhh4ux1A6y0w== 0000950123-96-000459.txt : 19960213 0000950123-96-000459.hdr.sgml : 19960213 ACCESSION NUMBER: 0000950123-96-000459 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960212 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: 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: 96514667 BUSINESS ADDRESS: STREET 1: 500 N W 12TH AVE CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 3054202000 MAIL ADDRESS: STREET 1: 500 NW 12TH AVENUE CITY: DEERFIELD STATE: FL ZIP: 33442 FORMER COMPANY: FORMER CONFORMED NAME: JKR CORP DATE OF NAME CHANGE: 19730607 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. 1 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. 1)* SENSORMATIC ELECTRONICS CORPORATION ----------------------------------- (Name of Issuer) Common Stock, $0.01 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) February 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 12 Pages Exhibit Index: None 2 SCHEDULE 13D CUSIP NO. 817265101 PAGE 2 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 4,121,150 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.62% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 817265101 PAGE 3 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 4,121,150 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,121,150 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,121,150 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.62% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 817265101 PAGE 4 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 4,121,150 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,121,150 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,121,150 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.62% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 817265101 PAGE 5 OF 12 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in his individual capacity and in his capacity as sole proprietor of Soros Fund Management) 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 1,530,550 Shares Beneficially 8 Shared Voting Power Owned By 4,121,150 Each Reporting 9 Sole Dispositive Power Person 1,530,550 With 10 Shared Dispositive Power 4,121,150 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,651,700 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 7.71% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 817265101 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 526,258 Shares Beneficially 8 Shared Voting Power Owned By 4,121,150 Each Reporting 9 Sole Dispositive Power Person 526,258 With 10 Shared Dispositive Power 4,121,150 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,647,408 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 6.34% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 Page 7 of 12 Pages This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, $0.01 par value (the "Shares"), of Sensormatic Electronics Corporation (the "Issuer"). This Amendment No. 1 amends the initial statement on Schedule 13D dated September 18, 1995 (the "Initial Statement"). The address of the principal executive offices of the Issuer is 500 N.W. 12th Avenue, Deerfield Beach, Florida 33442. This Amendment No. 1 is being filed to report the recent acquisition of certain of the Shares held for the accounts of the Reporting Persons. Capitalized terms used herein and not otherwise defined herein 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. A schedule identifying all transactions in the Shares effected by each of the Reporting Persons and Winston since December 10, 1995 is included as Annex B hereto, which is incorporated by reference to this Item 3. Quantum Industrial expended approximately $16,720,601 of its working capital, Winston expended approximately $941,302 of its working capital and Mr. Soros expended approximately $5,871,011 of his working capital to purchase the Shares which are reported on Annex B as having been purchased for the respective accounts of each of such persons during the last sixty days. All of such Shares were purchased in market transactions on the New York Stock Exchange. The Shares reported herein as being beneficially owned by each of the Reporting Persons may be held through margin accounts maintained for each of them with Arnhold and S. Bleichroeder, Inc. or other brokers, which extend margin credit to each party 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 which may be deemed to be beneficially owned by the Reporting Persons is 6,177,958 (approximately 8.42% of the total number of Shares outstanding). i) Quantum Industrial may be deemed the beneficial owner of 4,121,150 Shares (approximately 5.62% 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 4,121,150 Shares held by Quantum Industrial. iii) QIH Management, Inc., as the sole general partner of QIHMI, may be deemed the beneficial owner of the 4,121,150 Shares held by Quantum Industrial. 8 Page 8 of 12 Pages iv) Mr. Soros may be the deemed the beneficial owner of 5,651,700 Shares (approximately 7.71% of the Shares outstanding). This number includes (i) 1,530,550 Shares held by Mr. Soros personally and (ii) the 4,121,150 Shares held by Quantum Industrial for which Mr. Soros may be deemed a beneficial owner by virtue of the his position as the sole shareholder of QIH Management. Mr. Soros expressly disclaims beneficial ownership of the Shares held by Dr. Chatterjee, Winston and CFM. v) Dr. Chatterjee may be deemed the beneficial owner of 4,647,408 Shares (approximately 6.34% of the Shares outstanding). This number includes: (i) 47,454 Shares owned directly by Dr. Chatterjee, (ii) 240,400 Shares held by Winston, (iii) 238,404 Shares held by CFM and (iv) 4,121,150 Shares held by Quantum Industrial. Dr. Chatterjee expressly disclaims beneficial ownership of the Shares held by Mr. Soros. The filing of this statement on a joint basis by Quantum Industrial, QIHMI, QIH Management, Mr. George Soros and Dr. Chatterjee shall not be construed as an admission that any of such parties is the beneficial owner of any Shares not owned directly by such party. (b) i) QIHMI, QIH Management, Mr. Soros and Dr. Chatterjee may be deemed to have shared voting power with respect to the 4,121,150 Shares owned by Quantum Industrial. ii) Mr. Soros may be deemed to have sole voting power with respect to the 1,530,550 Shares owned directly by Mr. Soros. iii) Dr. Chatterjee may be deemed to have sole voting power with respect to (i) the 47,454 Shares owned directly by Dr. Chatterjee, (ii) the 238,404 Shares held by CFM, of which Dr. Chatterjee is the sole general partner and (iii) the 240,400 Shares owned by Winston, of which CFM is the sole general partner. (c) Except for the transactions listed in Annex B hereto, there have been no transactions in the Shares by any of the Reporting Persons or other persons identified in response to Item 2 since December 10, 1995 (sixty days prior to the date hereof). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Joint Filing Agreement, dated as of September 15, 1995 by and between Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Mr. George Soros and Dr. Purnendu Chatterjee (filed as Exhibit A in the Initial Statement and incorporated herein by reference). (b) Power of Attorney dated September 14, 1995 granted by Quantum Industrial Partners LDC in favor of Mr. Sean C. Warren (filed as Exhibit B in the Initial Statement and incorporated herein by reference). (c) Power of Attorney dated October 27, 1994 granted by Mr. George Soros in favor of Mr. Sean C. Warren (filed as Exhibit C in the Initial Statement and incorporated herein by reference). 9 Page 9 of 12 Pages (d) Power of Attorney, dated May 31, 1995, granted by Purnendu Chatterjee in favor of Peter Hurwitz (filed as Exhibit D in the Initial Statement and incorporated herein by reference). 10 Page 10 of 12 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: February 9, 1996 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren ------------------ Sean C. Warren Attorney-in-Fact Date: February 9, 1996 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., general partner By: /s/ Sean C. Warren ------------------ Sean C. Warren Vice President Date: February 9, 1996 QIH MANAGEMENT, INC. By: /s/ Sean C. Warren ------------------ Sean C. Warren Vice President Date: February 9, 1996 GEORGE SOROS By: /s/ Sean C. Warren ------------------ Sean C. Warren Attorney-in-Fact Date: February 9, 1996 PURNENDU CHATTERJEE By: /s/ Peter A. Hurwitz -------------------- Peter A. Hurwitz Attorney-in-Fact 11 Page 11 of 12 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. 12 Page 12 of 12 Pages ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF SENSORMATIC ELECTRONICS CORP.
FOR THE ACCOUNT OF NATURE OF NUMBER PRICE DATE OF PURCHASE TRANSACTION OF SHARES PER SHARE ---------------- ----------- --------- --------- Quantum Industrial Partners 2/01/96 Purchase 32,400 15.560 2/01/96 Purchase 97,400 15.623 2/01/96 Purchase 107,100 15.644 2/01/96 Purchase 17,200 15.435 2/01/96 Purchase 17,800 15.560 2/01/96 Purchase 12,500 15.633 2/05/96 Purchase 70,600 15.497 2/06/96 Purchase 124,250 16.505 2/07/96 Purchase 142,000 17,060 2/07/96 Purchase 28,400 17.020 2/07/96 Purchase 220,100 17.062 2/08/96 Purchase 86,300 17.270 2/08/96 Purchase 56,400 17.461 Winston Partners L.P. 2/01/96 Purchase 700 15.633 2/01/96 Purchase 1,800 15.560 2/01/96 Purchase 5,500 15.623 2/01/96 Purchase 6,000 15.644 2/01/96 Purchase 1,000 15.435 2/01/96 Purchase 1,000 15.560 2/05/96 Purchase 4,000 15.497 2/06/96 Purchase 7,000 16.505 2/07/96 Purchase 8,000 17.060 2/07/96 Purchase 1,600 17.020 2/07/96 Purchase 12,400 17.062 2/08/96 Purchase 4,900 17.270 2/08/96 Purchase 3,100 17.461 George Soros 2/01/96 Purchase 6,000 15.435 2/01/96 Purchase 11,500 15.560 2/01/96 Purchase 34,300 15.623 2/01/96 Purchase 37,700 15.644 2/01/96 Purchase 6,200 15.560 2/01/96 Purchase 4,400 15.633 2/05/96 Purchase 24,900 15.497 2/06/96 Purchase 43,750 16.505 2/07/96 Purchase 77.500 17.062 2/07/96 Purchase 50,000 17.060 2/07/96 Purchase 10,000 17.020 2/08/96 Purchase 30,400 17.270 2/08/96 Purchase 18,900 17.461
-----END PRIVACY-ENHANCED MESSAGE-----