-----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, F+IPnaHirDOmQGHt1UYANb4FSgu1iw/sMtHH+rkNEBmV4+FN9QUc9C0ZxHh3thcB 1U8YSTZz0ImUdAPqrR2d7w== 0000950123-95-001721.txt : 19950614 0000950123-95-001721.hdr.sgml : 19950614 ACCESSION NUMBER: 0000950123-95-001721 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950613 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: 95546831 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. 13 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. 13)* TEKTRONIX, INC. _________________________________________________________ (Name of Issuer) Common Stock, No Par Value ________________________________________________________________ (Title of Class of Securities) 879131100 _____________________________ (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 399 Park Avenue, 22nd Floor New York, New York 10022 (212) 872-1000 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 8, 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 [ ]. (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. 879131100 PAGE 2 OF 11 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 700,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.25% 14 Type of Reporting Person* IC; OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 879131100 PAGE 3 OF 11 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 700,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 700,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 700,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.25% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 879131100 PAGE 4 OF 11 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 700,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 700,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 700,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.25% 14 Type of Reporting Person* IA; CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 879131100 PAGE 5 OF 11 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 700,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 700,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 700,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.25% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 879131100 PAGE 6 OF 11 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 700,000 Each Reporting 9 Sole Dispositive Power Person 811,439 With 10 Shared Dispositive Power 700,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,511,439 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 4.87% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 Page 7 This Amendment No. 13 to Schedule 13D relates to the shares of Common Stock, no par value (the "Shares"), issued by Tektronix, Inc. (the "Issuer"). This Amendment No. 13 further amends the initial statement on Schedule 13D dated March 13, 1992 and all subsequent amendments thereto (collectively, the "Initial Statement") and is being filed to report recent sales of the Shares by QI Partners, the details of which are set forth on Annex A hereto, as a result of which the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Shares. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Initial Statement. The Initial Statement is supplementally amended as set forth herein. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares which the Reporting Persons may be deemed to own beneficially is 1,511,439 (approximately 4.87% of the Shares outstanding). i) QI Partners may be deemed the beneficial owner of 700,000 Shares (approximately 2.25% 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 700,000 Shares held by QI Partners. iii) QIHMI Management, Inc., as the sole general partner of QIHMI, may be deemed the beneficial owner of the 700,000 Shares held by QI Partners. iv) Mr. Soros, as the sole shareholder of QIHMI Management, Inc., may be deemed the beneficial owner of the 700,000 Shares held by QI Partners. Mr. Soros expressly disclaims beneficial ownership of the Shares held by Dr. Chatterjee and Winston. v) Dr. Chatterjee may be deemed the beneficial owner of 1,511,439 Shares (approximately 4.87% 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 700,000 Shares held by QI Partners. (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 700,000 Shares held 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 of the general partner. (c) Except as disclosed in Annex A 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 April 9, 1995 (the 60 days prior to the date hereof). (e) As a result of the sale of 82,100 Shares by QI Partners on June 8, 1995, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (e) Power of Attorney, dated May 31, 1995, granted by Purnendu Chatterjee in favor of Peter Hurwitz. 8 Page 8 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: June 13, 1995 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren ----------------------------------- Sean C. Warren Attorney-in-Fact Date: June 13, 1995 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., general partner By: /s/ Sean C. Warren --------------------------------- Sean C. Warren Vice President Date: June 13, 1995 QIH MANAGEMENT, INC. By: /s/ Sean C. Warren --------------------------------------- Sean C. Warren Vice President Date: June 13, 1995 GEORGE SOROS By: /s/ Sean C. Warren --------------------------------------- Sean C. Warren Attorney-in-Fact Date: June 13, 1995 PURNENDU CHATTERJEE By: /s/ Peter Hurwitz --------------------------------------- Peter Hurwitz Attorney-in-Fact 9 Page 9 ANNEX A RECENT TRANSACTIONS IN THE COMMON STOCK OF TEKTRONIX, INC. BY QUANTUM INDUSTRIAL PARTNERS LDC
Date of Transaction Nature of Transaction Number of Shares Price per Share($) 06/08/95 Sale 82,100 43.69
10 Page 10 INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- E Power of Attorney, dated May 31, 1995, granted by 11 Purnendu Chatterjee in favor of Peter Hurwitz.
EX-99.E 2 POWER OF ATTORNEY 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make, constitute and appoint PETER HURWITZ 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 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 31st day of May, 1995. /s/ Purnendu Chatterjee ---------------------------------- PURNENDU CHATTERJEE -----END PRIVACY-ENHANCED MESSAGE-----