<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ERC INDUSTRIES, INC.
--------------------
(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------
(Title of Class of Securities)
268902202
--------------
(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)
March 5, 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 11 Pages
Exhibit Index: Page 8
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 268902202 PAGE 2 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM FUND N.V.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
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
NETHERLANDS ANTILLES
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*
[ ]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IV; CO
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 268902202 PAGE 3 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MR. 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. [ ]
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
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IA
<PAGE> 4
PAGE 4 OF 11 PAGES
This Amendment No. 5 to Schedule 13D relates to shares of Common Stock,
$.01 par value (the "Shares"), of ERC Industries, Inc. (the "Issuer"). This
Amendment No. 5 amends the initial statement on Schedule 13D dated January 17,
1989, and all amendments thereto (collectively, the "Initial Statement"). This
Amendment No. 5 is being filed by the Reporting Persons for the purpose of
reporting that Quantum has entered into a contract to sell the Retained Shares
and, as such, the Reporting Persons are no longer beneficial owners of any
Shares of the Issuer. Capitalized terms used herein and not otherwise defined
herin shall have the meanings given to them in the Initial Statement. The
Initial Statement is supplementally amended as set forth herein.
ITEM 2. IDENTITY AND BACKGROUND.
Updated information concerning the identity and background of the
Managing Directors of SFM is set forth in Annex A hereto, which is incorporated
by reference in response to this Item 2.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 6 herein regarding the Letter
Agreement (as defined herein) is incorporated by reference in response to this
Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares of which each of the Reporting
Persons may be deemed a beneficial owner is 0.
(c) Information concerning the sale by Quantum to the Wood Group of the
Retained Shares held by Quantum pursuant to the Letter Agreement is set forth in
Item 6 below, which is hereby incorporated by reference in response to this Item
5(c).
Except for the transaction described in Item 6, there have been no
transactions with respect to the Shares since January 12, 1996 (60 days prior to
the date hereof) by any of the Reporting Persons or other persons identified in
response to Item 2 herein.
(e) The Reporting Persons ceased to be beneficial owners of any Shares
on March 5, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On March 5, 1996, Quantum and the Wood Group entered into a Letter
Agreement (the "Letter Agreement"), a copy of which is attached as Exhibit J
hereto, whereby Quantum agreed to sell, and the Wood Group agreed to purchase,
subject to the terms and conditions of the Letter Agreement, the Retained Shares
(an aggregate of 780,000 Shares owned by Quantum) for a purchase price of $13/16
per share, or $633,750.00 in the aggregate.
Except as set forth above and as described in the Initial Statement,
the Reporting Persons do not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
<PAGE> 5
PAGE 5 OF 11 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney, dated October 19, 1992, granted by Quantum Fund
N.V. in favor of Mr. George Soros, Mr. Gary S. Gladstein and Mr. Sean C. Warren
(filed as Exhibit D to Amendment No. 3 and incorporated herein by reference).
(i) Power of Attorney, dated October 27, 1994, granted by Mr. George
Soros in favor of Mr. Sean C. Warren.
(j) Letter Agreement, dated March 5, 1996, between Quantum Fund N.V.
and John Wood Group PLC.
<PAGE> 6
PAGE 6 OF 11 PAGES
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: March 12, 1996 QUANTUM FUND N.V.
By: /s/ Sean C. Warren
----------------------------------
Sean C. Warren
Attorney-in-Fact
Dated: March 12, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
----------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE> 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
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
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 of 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.
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PAGE 8 OF 11 PAGES
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
I. Power of Attorney, dated October 27, 1994 granted by
Mr. George Soros in favor of Mr. Sean Warren. 9
J. Letter Agreement, dated March 5, 1996, between
Quantum Fund N.V. and John Wood Group PLC. 10
</TABLE>
<PAGE> 1
Page 9 of 11 Pages
EXHIBIT I
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
<PAGE> 1
Page 10 of 11 Pages
[QUANTUM GROUP OF FUNDS LETTERHEAD]
BY COURIER
March 5, 1996
Arthur Nathan, Esq.
Haynes & Boone
1000 Louisiana
Suite 4300
Houston, TX 77002-5012
RE: SALE OF 780,000 SHARES OF ERC INDUSTRIES, INC.
Dear Arthur:
This is to confirm our understanding that your client, John Wood Group PLC, has
agreed to purchase from Quantum Fund N.V. ("Quantum") 780,000 shares of ERC
Industries, Inc. ("ERC") at a purchase price per share of $13/16, for a total
consideration of $633,750.00. This amount should be transferred by wire on
Tuesday, March 5, 1996 pursuant to the following account information:
The Bank of New York
ABA #: 021-000018
Account #: 8540-90-5100
Account Name: Arnhold and S. Bleichroeder
F/A/O: Quantum Partners LDC
Attention: Robert Miller
Please find enclosed a copy of a set of resolutions adopted by Quantum in which
it is resolved to sell 780,000 shares of ERC to John Wood Group PLC pursuant to
the terms described above and to deliver stock certificates representing a
total of 780,000 shares, as well as a copy of a power of attorney authorizing
me, as well as certain other employees of Soros Fund Management to act on
behalf of Quantum in connection with this transaction.
Also enclosed are stock certificates representing ownership of 295,170 and
42,102 shares of ERC by Quantum and Quantum Overseas N.V., respectively.
Quantum Overseas N.V. was a subsidiary of Quantum and has since been liquidated,
Quantum being its successor. Also enclosed are two stock powers authorizing the
transfer of an aggregate of 780,000 shares of ERC to John Wood Group PLC. As we
discussed, a certificate representing the balance of the shares currently owned
by Quantum (442,728 shares) is in the process of being produced by DTC and we
expect to have it by the middle of next week. It will be forwarded to you once
we have received it.
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Page 11 of 11 Pages
Kindly confirm that this letter accurately reflects our entire understanding by
signing and returning a counterpart of this letter.
QUANTUM FUND N.V.
By: /s/ Michael C. Neus
---------------------------------------
Name: Michael C. Neus
Title: Attorney-in-Fact
Acknowledged and confirmed on behalf of
JOHN WOOD GROUP PLC
By: /s/ Arthur Nathan
-----------------------------------
Name: Arthur Nathan
Title: Attorney
