-----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, AjdRZ0JqPLiG515+cDIEqoEB2jy6DyD8ybPl0y2h8bfoEMWojv0sjT9/ZpQKKTbX OsihLHuPRBYzs4lJ5LW1Vg== 0000950123-95-003661.txt : 19951212 0000950123-95-003661.hdr.sgml : 19951212 ACCESSION NUMBER: 0000950123-95-003661 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951211 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRUCTURAL DYNAMICS RESEARCH CORP /OH/ CENTRAL INDEX KEY: 0000820235 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 310733928 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39185 FILM NUMBER: 95600780 BUSINESS ADDRESS: STREET 1: 2000 EASTMAN DR CITY: MILFORD STATE: OH ZIP: 45150 BUSINESS PHONE: 5135762400 MAIL ADDRESS: STREET 2: 2000 EASTMAN DRIVE CITY: MILFORD STATE: OH ZIP: 45212 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 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 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* STRUCTURAL DYNAMICS RESEARCH CORPORATION ------------------------------- (Name of Issuer) Common Stock, No Par Value ------------------------------- (Title of Class of Securities) 863555108 --------------------- (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) December 1, 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 /X/. (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 10 2 SCHEDULE 13D CUSIP NO. 863555108 PAGE 2 OF 11 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in his capacity as the 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* 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 757,700 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 757,700 With 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,712,700 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.65% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 PAGE 3 OF 11 PAGES ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to shares of common stock, no par value (the "Shares"), of Structural Dynamics Research Corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 2000 Eastman Drive, Milford, Ohio 45150. This statement on Schedule 13D is being filed by the Reporting Person (as defined below) to report a recent transaction in the Shares as a result of which the Reporting Person may be deemed the beneficial owner of in excess of 5% of the outstanding Shares. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed on behalf of Mr. George Soros (the "Reporting Person") in his capacity as the sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management ("SFM"). This statement on Schedule 13D relates to Shares held for each of the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), which has granted investment discretion to SFM pursuant to an investment advisory contract, and Quasar International Partners C.V., a Netherlands Antilles limited partnership ("Quasar"), which has granted investment discretion to SFM pursuant to an investment advisory contract, certain authority which has been delegated by SFM with respect to a portion of Quasar's portfolio to a portfolio manager pursuant to an investment advisory contract between Quasar and White Rock Capital, L.P., a Texas limited partnership ("White Rock"). SFM is a sole proprietorship of which the Reporting Person is the sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies, including Quantum Partners and Quasar. SFM's contracts with its clients generally provide that SFM is responsible for designing and implementing the client's overall investment strategy; for conducting direct portfolio management strategies to the extent that SFM determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of the client; and for allocating and reallocating the client's assets among them and itself. Pursuant to regulations promulgated under Section 13(d) of the Act, the Reporting Person (as the sole proprietor and the person ultimately in control of SFM) may be deemed a beneficial owner of securities, including the Shares, held for the account of Quantum Partners and the account of Quasar as a result of the contractual authority of SFM to exercise investment discretion with respect to such securities. Although SFM has delegated to White Rock investment discretion with respect to a portion of Quasar's portfolio, the Reporting Person may be deemed a beneficial owner of securities, including the Shares, held in such portfolio as a result of SFM's ability to terminate its contractual relationship with White Rock within 60 days. The principal occupation of the Reporting Person, a U.S. citizen, is his direction of the activities of SFM, which is carried out in his capacity as the sole proprietor of SFM at SFM's principal office. Information concerning the identity and background of the Managing Directors of SFM is set forth in Annex A hereto and incorporated by reference in response to this Item 2. 4 PAGE 4 OF 11 PAGES White Rock is an investment adviser whose business address is 3131 Turtle Creek Blvd., Suite 800, Dallas, Texas 75219. During the past five years, none of the Reporting Person, Quantum Partners, Quasar and 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Quantum Partners expended $15,509,575.09 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. Quasar expended $6,931,095.40 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. The Shares held by Quantum Partners may be held through margin accounts maintained with Arnhold and S. Bleichroeder, Inc. or other brokers, and the Shares held by Quasar may be held through margin accounts maintained with other brokers. The brokers which extend margin credit to Quantum Partners, and/or Quasar do so 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 held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. ITEM 4. PURPOSE OF TRANSACTION. Quantum Partners and Quasar acquired all of the Shares reported herein as being beneficially owned by them for investment purposes. None of the Quantum Partners, Quasar, and, to the best of their knowledge, any of the other individuals identified in response to Item 2, has any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to acquire additional securities of the Issuer, to dispose of 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 its general investment and trading policies, market conditions or other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares of which the Reporting Person may be deemed a beneficial owner is 1,712,700 (approximately 5.65% of the total number of Shares outstanding). Stanley Druckenmiller, a Managing Director of SFM, also serves as President and Chairman of the Board of Directors of Priority Investment Management Inc. ("Priority"), a registered investment adviser. Accounts of investment advisory clients over which Priority exercises investment discretion hold 189,400 Shares (approximately .63% of the total number of Shares outstanding). By reason of his position with Priority, Mr. Druckenmiller may be deemed to be the beneficial owner, for purposes of Rule 13d-3 under the Act, of all such Shares held by clients of Priority. The Reporting Person expressly disclaims beneficial ownership of any Shares not held directly by Quantum Partners or Quasar. 5 PAGE 5 OF 11 PAGES (b) Pursuant to the terms of the contract between Quantum Partners and SFM, the Reporting Person may be deemed to have sole power to direct the voting and disposition of securities held for the account of Quantum Partners, including the 757,700 Shares held for the account of Quantum Partners. White Rock holds the power to direct the disposition and voting of the 955,000 Shares held by Quasar. SFM has the contractual authority on behalf of Quasar to terminate the investment advisory contract with White Rock relating to Quasar and, as a result, may be deemed to have the ability to acquire the voting and dispositive power held by White Rock with respect to the 955,000 Shares. (c) Except for the transactions listed in Annex B hereto, there have been no transactions with respect to the Shares during the past 60 days by either Quantum Partners or Quasar. (d) The shareholders of Quantum Partners have the right to participate in the receipt of dividends from, or proceeds for the sale of, securities held by Quantum Partners in accordance with their ownership interests in Quantum Partners. The partners of Quasar have the right to participate in the receipt of dividends from, or proceeds for the sale of, securities held by Quasar in accordance with their ownership interests in Quasar. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person does 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 October 27, 1994 granted by Mr. George Soros in favor of Mr. Sean C. Warren. 6 PAGE 6 OF 11 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: December 11, 1995 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 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. 8 PAGE 8 OF 11 PAGES ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF STRUCTURAL DYNAMICS RESEARCH CORPORATION
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE - ------------------ ---------------- TRANSACTION OF SHARES PER SHARE ----------- --------- --------- Quantum Partners 11/13/95 Purchase 68,000 20.051 11/13/95 Purchase 14,800 19.904 11/14/95 Purchase 4,000 19.437 11/14/95 Purchase 17,600 19.486 11/15/95 Purchase 25,700 19.803 11/15/95 Purchase 12,000 19.875 11/16/95 Purchase 27,400 19.944 11/17/95 Purchase 12,000 19.541 11/17/95 Purchase 31,800 19.838 11/20/95 Purchase 41,800 19.640 11/21/95 Purchase 6,000 19.000 11/21/95 Purchase 10,000 19.173 11/22/95 Purchase 4,000 19.125 11/22/95 Purchase 4,000 19.375 11/22/95 Purchase 20,000 19.561 11/24/95 Purchase 8,000 19.875 11/24/95 Purchase 20,800 20.085 11/27/95 Purchase 81,300 20.971 11/28/95 Purchase 45,100 21.079 11/29/95 Purchase 8,000 20.625 11/29/95 Purchase 42,400 20.747 11/30/95 Purchase 32,900 20.412 12/01/95 Purchase 41,400 21.112 12/04/95 Purchase 21,500 21.372 12/05/95 Purchase 34,400 21.025 12/06/95 Purchase 40,000 20.448 12/07/95 Purchase 16,000 20.210 12/08/95 Purchase 40,000 21.725 12/08/95 Purchase 26,800 21.782 Quasar 10/06/95 Purchase 50,000 17.625 10/10/95 Sale 5,000 16.125 10/10/95 Purchase 25,000 17.425 10/11/95 Purchase 10,000 17.625 10/11/95 Purchase 30,000 17.875 10/12/95 Purchase 35,000 18.776 10/13/95 Purchase 30,000 19.000
9 PAGE 9 OF 11 PAGES
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE - ------------------ ---------------- TRANSACTION OF SHARES PER SHARE ----------- --------- --------- Quasar (cont.) 10/16/95 Purchase 25,000 18.975 10/17/95 Purchase 15,000 19.437 10/17/95 Purchase 30,000 19.479 10/18/95 Purchase 32,000 20.718 11/03/95 Purchase 25,000 20.050 11/08/95 Purchase 30,000 19.208 11/09/95 Purchase 30,000 19.458
10 PAGE 10 OF 11 PAGES INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- A Power of Attorney dated October 27, 1994 granted by Mr. George Soros in favor of Mr. Sean Warren. 11
EX-99.A 2 POWER OF ATTORNEY 1 PAGE 11 OF 11 PAGES EXHIBIT A 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 -----END PRIVACY-ENHANCED MESSAGE-----