UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VERITAS DGC INC.
----------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
-------------------------------
(Title of Class of Securities)
92343P107
----------------------
(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)
January 9, 1997
--------------------------------
(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
<PAGE>
Page 2 of 9 Pages
SCHEDULE 13D
CUSIP No. 92343P107
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. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 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
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 9 Pages
SCHEDULE 13D
CUSIP No. 92343P107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steven J. Gilbert
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 13,332
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 13,332
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,332
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0.07%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 9 Pages
SCHEDULE 13D
CUSIP No. 92343P107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 580,353
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 580,353
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
580,353
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
3.14%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 9 Pages
SCHEDULE 13D
CUSIP No. 92343P107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 580,353
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
580,353
11 Aggregate Amount Beneficially Owned by Each Reporting Person
580,353
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
3.14%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 9 Pages
SCHEDULE 13D
CUSIP No. 92343P107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 580,353
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
580,353
11 Aggregate Amount Beneficially Owned by Each Reporting Person
580,353
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
3.14%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 9 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of Veritas DGC Inc. (the
"Issuer"). This Amendment No. 2 supplementally amends the initial statement on
Schedule 13D dated September 12, 1996 and Amendment No. 1 thereto dated January
1, 1997 (collectively, the "Initial Statement") filed by the Reporting Persons
(as defined herein). This Amendment No. 2 is being filed by the Reporting
Persons to report that, as a result of recent dispositions of Shares, the
Reporting Persons may no longer be deemed the beneficial owners of more than 5%
of the outstanding Shares. The Initial Statement is supplementally amended as
follows.
Item 5. Interest in Securities of the Issuer.
(a) (i) Soros Capital may no longer be deemed the beneficial owner of
any Shares.
(ii) Mr. Gilbert may be deemed the beneficial owner of 13,332
Shares issuable upon exercise of options held for his personal account
(approximately 0.07% of the total number of Shares outstanding assuming the
exercise of such options).
(iii) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller may be
deemed to be the beneficial owner of 580,353 Shares held for the account of
Quantum Partners (approximately 3.14% of the total number of Shares
outstanding).
(b) (i) Mr. Gilbert has the sole power to vote and dispose of the
13,332 Shares held for his personal account (assuming the exercise of all
options held for Mr. Gilbert's personal account).
(ii) Pursuant to the terms of the contract between Quantum Fund
and SFM LLC, SFM LLC may be deemed to have the sole power to direct the voting
and disposition of the 580,353 Shares held for the account of Quantum Partners.
(iii) Pursuant to the terms of the contract between Quantum Fund
and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 580,353
Shares held for the account of Quantum Partners.
(c) On January 9, 1997, 43,200 and 3,333 Shares were sold for the
accounts of Soros Capital and Mr. Gilbert, respectively, for $20.25 per Share.
Such sales were made at the direction of Mr. Gilbert. On the same date, at the
direction of SFM LLC, 403,467 Shares were sold for the account of Quantum
Partners for $20.25 per Share. All of the above sales were executed through a
block trade in the over-the-counter market. Except as disclosed in the this Item
5, there have been no transactions effected with respect to the Shares since the
most recent filing on Schedule 13D by the Reporting Persons.
(d) (i) Mr. Gilbert has the sole right to participate in the receipt
of dividends from, and proceeds from the sale of, securities, including the
Shares of which he may be deemed the beneficial owner, held for his personal
account.
(ii) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities, including the Shares, held for the
account of Quantum Partners in accordance with their ownership interests in
Quantum Partners.
<PAGE>
Page 8 of 9 Pages
(e) The Reporting Persons ceased to be the beneficial owners of more
than 5% of the outstanding Shares on January 9, 1997.
The above percentages for SFM LLC, Mr. Soros and Mr.
Druckenmiller were calculated on the basis of 18,487,580 outstanding Shares.
This number consists of 14,697,975 ordinary shares, par value $0.01 per share
(the "Ordinary Shares"), 3,746,405 exchangeable shares which, the Reporting
Persons understand, have the same rights as the Ordinary Shares (the
"Exchangeable Shares"), and 43,200 Shares previously issued upon the exercise of
43,200 warrants by Soros Capital. The Reporting Persons understand that the
Issuer treats the Ordinary Shares and the Exchangeable Shares as one class of
securities. Mr. Gilbert's percentage was calculated on the basis of 18,500,912
outstanding Shares, which includes the above-referenced Shares and an additional
13,332 Shares issuable upon the exercise of options held for Mr. Gilbert's
personal account.
Mr. Gilbert expressly disclaims beneficial ownership of any
Shares not held for his personal account. Each of SFM LLC, Mr. Soros and Mr.
Druckenmiller expressly disclaims beneficial ownership of any Shares not held
directly for the accounts of the SFM Clients.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A
to the Initial Statement and incorporated herein by reference).
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (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 Mr. Richard W. Gaenzle and Mr. John D. McEvoy (filed as Exhibit C to
the Initial Statement and incorporated herein by reference).
D. Joint Filing Agreement dated January 1, 1997 by and among
Soros Capital, Mr. Gilbert, SFM LLC, Mr. Soros and Mr. Druckenmiller (filed as
Exhibit D to the Initial Statement and incorporated herein by reference).
<PAGE>
Page 9 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: January 10, 1997
SOROS CAPITAL L.P.
By: Steven J. Gilbert,
its Managing General Partner
By: /S/ RICHARD W. GAENZLE
----------------------------------
Richard W. Gaenzle
Attorney-in-Fact
STEVEN J. GILBERT
By: /S/ RICHARD W. GAENZLE
---------------------------------------
Richard W. Gaenzle
Attorney-in-Fact
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
