-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, htjP2cq0kb2KuIgsbjFmxbtNg5Xk4Zv2oDbQZLwcW0dnQeBgcQj2jk7osqkQkkMK Jm/B2HDvMLmiFxjqdXVqKQ== 0000950123-95-000003.txt : 19950105 0000950123-95-000003.hdr.sgml : 19950105 ACCESSION NUMBER: 0000950123-95-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950103 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: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10548 FILM NUMBER: 95500132 BUSINESS ADDRESS: STREET 1: 2660 SW PKWY CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 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--6300 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMENDMENT NO. 11 TO SCHEDULE 13D / GEORGE SOROS 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* TEKTRONIX, INC. _________________________________________________________ (Name of Issuer) Common Stock, $.01 Par Value ________________________________________________________________ (Title of Class of Securities) 879131100 _____________________________ (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 65 East 55th Street, 33rd Floor New York, New York 10022 (212) 872-1000 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 1994 _______________________________________ (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: None 2 SCHEDULE 13D CUSIP NO. 879131100 PAGE 2 OF 9 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 1,530,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.0% 14 Type of Reporting Person* IC, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 879131100 PAGE 3 OF 9 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 1,530,300 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,530,300 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,530,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.0% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 879131100 PAGE 4 OF 9 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 1,530,300 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,530,300 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,530,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.0% 14 Type of Reporting Person* IA; CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 879131100 PAGE 5 OF 9 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros 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 United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,530,300 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,530,300 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,530,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.0% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 879131100 PAGE 6 OF 9 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 811,439 Shares Beneficially 8 Shared Voting Power Owned By 1,530,300 Each Reporting 9 Sole Dispositive Power Person 811,439 With 10 Shared Dispositive Power 1,530,300 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,341,739 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 7.65% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 Page 7 This Amendment No. 11 to Schedule 13D relates to Shares (the "Shares") of Common Stock, no par value, issued by Tektronix, Inc. (the "Issuer"). This Amendment No. 11 further amends the initial statement on Schedule 13D dated March 13, 1992 and all subsequent amendments thereto (the "Initial Statement") and is being filed to report the recent transfer of certain of the Shares reported as directly owned by Mr. Soros to a charitable foundation. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Initial Statement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares beneficially owned by the Reporting Persons is 2,341,739 (approximately 7.65% of the Shares outstanding). i) QI Partners is the beneficial owner of 1,530,300 Shares (approximately 5.0% of the total 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 1,530,300 Shares held by QI Partners. iii) QIHMI Management, Inc., as the sole general partner of QIHMI, may be deemed the beneficial owner of the 1,530,300 Shares held by QI Partners. iv) Mr. Soros, as the sole shareholder of QIHMI Management, Inc., may be deemed the beneficial owner of the 1,530,300 Shares held by QI Partners. Mr. Soros expressly disclaims beneficial ownership of the Shares held by Dr. Chatterjee, Winston and the Open Society Institute (as described in paragraph (c) of this Item 5). 8 Page 8 v) Dr. Chatterjee may be deemed the beneficial owner of 2,341,739 Shares (approximately 7.65% of the Shares outstanding). This number includes: (a) 184,989 shares owned directly by Dr. Chatterjee, (b) 626,450 Shares owned by Winston and (c) the 1,530,300 Shares held by QI Partners. Dr. Chatterjee expressly disclaims beneficial ownership of the Shares held by the Open Society Institute. (b) i) Mr. Soros, as the sole shareholder of QIHMI Management, Inc., and Dr. Chatterjee, by virtue of his investment discretion with respect to the Shares, have shared voting power with respect to the 1,530,300 Shares owned by QI Partners. ii) Dr. Chatterjee has sole voting power with respect to both the 184,989 shares owned directly by him and the 626,450 Shares owned by Winston, of which Dr. Chatterjee is the sole general partner. (c) On December 23, 1994 Dr. Chatterjee was allocated 134,689 of the shares held of record in the name of Mr. Soros, in accordance with the terms of the partnership agreement between Mr. Soros and Dr. Chatterjee providing for the allocation of profits or losses on Shares purchased with funds provided by Mr. Soros, and such Shares were transferred to Dr. Chaterjee. On December 23, 1994, Mr. Soros donated the 1,142,611 Shares directly owned by him to Soros Humanitarian Foundation, a charitable foundation of which Mr. Soros serves as one of the trustees, Mr. Soros received no consideration for the Shares. On December 28, 1994, Soros Humanitarian Foundation donated the 1,142,611 Shares that it had received form Mr. Soros to the Open Society Institute, a charitable foundation of which Mr. Soros serves as one of the trustees. The Soros Humanitarian Foundation received no consideration for the Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Power of Attorney, dated July 30, 1992, granted by Dr. Chatterjee in favor of Mr. W. James Peet (filed as Exhibit B to Amendment No. 5 and incorporated herein by reference). (b) Joint Filing Agreement, dated as of April 15, 1994, by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Mr. George Soros and Dr. Chatterjee (filed as Exhibit H to Amendment No. 9 and incorporated herein by reference). (c) Power of Attorney (and related resolutions), dated April 7, 1994, granted by Quantum Industrial Partners LDC in favor of George Soros, Gary Gladstein and Sean Warren (filed as Exhibit I to Amendment No. 9 and incorporated herein by reference). (d) Power of Attorney, dated December 11, 1991, granted by Mr. George Soros in favor of Mr. Sean C. Warren (Filed as Exhibit C to the Initial Statement and incorporated herein by reference). 9 Page 9 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 3, 1995 QUANTUM INDUSTRIAL PARTNERS LDC By: /c/ Sean C. Warren -------------------------------- Sean C. Warren Attorney-in-Fact Date: January 3, 1995 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., general partner By: /s/ Sean C. Warren -------------------------------- Sean C. Warren Vice President Date: January 3, 1995 QIH MANAGEMENT, INC. By: /s/ Sean C. Warren -------------------------------- Sean C. Warren Vice President Date: January 3, 1995 GEORGE SOROS By: /s/ Sean C. Warren -------------------------------- Sean C. Warren Attorney-in-Fact Date: January 3, 1995 PURNENDU CHATTERJEE By: /s/ James Peet -------------------------------- James Peet Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----