UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LANCER CORPORATION
---------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
---------------------------------
(Title of Class of Securities)
514614106
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(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 31, 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 4 Pages
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Page 2 of 4 Pages
SCHEDULE 13D
CUSIP No. 514614106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (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*
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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
157,950\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
2.72%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5.
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Page 3 of 4 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of Lancer Corporation (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D dated May 19, 1994 (the "Initial Statement") filed by the Reporting
Person (as defined below). This Amendment No. 1 is being filed by the Reporting
Person to report that he may no longer be deemed the beneficial owner of more
than 5% of the outstanding Shares.
Item 5. Interest in Securities of the Issuer.
(a) At the direction of SFM, Quasar Partners entered into a
separate investment advisory contract with White Rock Capital, L.P. ("White
Rock"), a Texas limited partnership whose business address is 3131 Turtle Creek
Blvd, Suite 800, Dallas, Texas 75219 pursuant to which White Rock was granted
investment discretion over certain funds of Quasar Partners. White Rock
previously purchased 157,950 Shares for the account of Quasar and,
notwithstanding the fact that Mr. Soros does not currently exercise such power,
he may be deemed the beneficial owner of 157,950 Shares held for the account of
Quasar at White Rock (approximately 2.72% of the total number of Shares
outstanding).
The Shares previously reported as being held for the account
of Quasar Partners over which GHS held the power to direct the disposition and
voting have been contributed by Quasar Partners to GHS Partners LDC, a Cayman
Islands limited duration company ("GHS LDC"), in exchange for shares of GHS LDC.
Pursuant to an investment management contract with GHS Management Inc. ("GHS
Management"), GHS LDC granted to GHS Management Investment descretion for
securities, including the Shares, held for its account. As a result, GHS
Management may be deemed to have the sole power to direct the voting and
disposition of securities, including the Shares, held for the account of GHS LDC
because SFM does not have the ability to acquire, within 60 days, the voting and
dispositive power held by GHS Management with respect to securities held for the
account of GHS LDC.
(b) White Rock holds the sole power to direct the voting and
disposition of the 157,950 Shares it holds for the account of Quasar Partners.
SFM has the contractual authority on behalf of Quasar Partners to terminate the
investment advisory contracts with White Rock and as a result, SFM, Mr. Soros
and Mr. Druckenmiller may be deemed to have the ability to acquire the voting
and dispositive power held by White Rock with respect to the 157,950 Shares.
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, there have been no transactions effected with
respect to the Shares since November 2, 1996 (60 days prior to the date hereof)
by Quasar Partners or by any of the Reporting Persons.
(d) The partners of Quasar Partners 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 Quasar Partners in accordance with
their partnership interests in Quasar Partners.
(e) As of December 31, 1996 the Reporting Person may no longer be
deemed the beneficial owner of more than 5% of the outstanding Shares.
<PAGE>
Page 4 of 4 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 1, 1997 GEORGE SOROS
By: /S/ SEAN C. WARREN
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Sean C. Warren
Attorney-in-Fact
