<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
THE PERKIN-ELMER CORPORATION
----------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 Par Value
----------------------------------------------------------
(Title of Class of Securities)
714041-10-0
-----------------------------
(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)
May 26, 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.
Continued on following page(s)
Page 1 of 12 Pages
Exhibit Index: Page 10
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 2 OF 12 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, 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 542,381
Shares
Beneficially 8 Shared Voting Power
Owned By 3,173,831
Each
Reporting 9 Sole Dispositive Power
Person 542,381
With
10 Shared Dispositive Power
3,173,831
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,716,212
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
8.89%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 3 OF 12 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
2,035,775
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*
IC, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 4 OF 12 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 2,035,775
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,035,775
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,035,775
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; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 5 OF 12 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 2,035,775
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,035,775
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,035,775
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*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 714041-10-0 PAGE 6 OF 12 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 393,136
Shares
Beneficially 8 Shared Voting Power
Owned By 2,035,775
Each
Reporting 9 Sole Dispositive Power
Person 393,136
With
10 Shared Dispositive Power
2,035,775
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,428,911
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
5.81%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Page 7
This Amendment No. 10 to Schedule 13D relates to shares of Common
Stock, $1.00 par value (the "Shares"), of The Perkin-Elmer Corporation (the
"Issuer") and further amends the initial statement on Schedule 13D filed on
January 7, 1991 (the "Initial Statement"). This Amendment No. 10 also serves as
Amendment No. 1 with respect to Quantum Industrial Partners LDC, QIH Management
Investor, L.P. and QIH Management, Inc. This Amendment No. 10 is being filed by
the Reporting Persons (as previously defined) to report the recent acquisition
of Shares by Quantum Partners (as previously defined) Reference is made to the
Initial Statement as amended for certain terms used herein and not otherwise
defined herein. Amendment No. 9 is hereby amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Quantum Partners expended $10,565,061 of its working capital to
purchase the Shares which are reported in Item 5(c) as having been purchased for
its account during the past 60 days. Quantum Partners holds the Shares in
margin accounts maintained for it with Arnhold and S. Bleichroeder, Inc., which
extends margin credit to Quantum Partners as and when required to open or carry
positions in the margin account, subject to applicable Federal margin
regulations, stock exchange rules and the firm's credit policies. The positions
held in the margin account, including the Shares, are pledged as collateral
security for the repayment of debit balances in the account.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of Shares which may be deemed to be beneficially
owned by the Reporting Persons is 4,109,348 (approximately 9.83% of the total
number of Shares outstanding).
(i) QI Partners may be deemed beneficial owner of 2,035,775 Shares
(approximately 4.87% of the total number of 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 2,035,775 Shares held by QI Partners.
(iii) QIH Management, Inc, as the sole general partner of QIHMI may
be deemed a beneficial owner of the 2,035,775 Shares held by QI Partners.
(iv) The aggregate number of Shares of which Mr. Soros may be
deemed a beneficial owner is 3,716,212 (approximately 8.89% of the total number
of Shares outstanding). This number consists of (a) 542,381 Shares held
directly by Mr. Soros; (b) 838,056 Shares held by the Foundation; (c) 2,035,775
Shares held by QI Partners of which Mr. Soros, as sole shareholder of QIH
Management, Inc., may be considered a beneficial owner and (d) 300,000 Shares
held by Quantum Partners. Mr. Soros (as the sole proprietor and the person
ultimately in control of SFM) may be deemed a beneficial owner of the Shares
held for the account of Quantum Partners for purposes of Section 13(d) of the
Exchange Act.
(v) Dr. Chatterjee may be deemed the beneficial owner of 2,428,911
Shares (approximately 5.81% of the total number of shares outstanding). This
number consists of (i) 129,100 Shares owned directly by Dr. Chatterjee
(approximately .31% of the total number of Shares outstanding), (ii) 59,794
Shares held by Chatterjee Fund Management, L.P. (approximately .14% of the
total number
<PAGE> 8
Page 8
of Shares outstanding), (iii) 204,242 Shares held by Winston (approximately .49%
of the total number of Shares outstanding) and (iv) the 2,035,775 Shares held
by QI Partners.
The filing of this statement on a joint basis by QI Partners, QIHMI,
QIH Management, Inc., Mr. Soros and Dr. Chatterjee shall not be construed as an
admission that any of the Reporting Persons other than Dr. Chatterjee is the
beneficial owner of any Shares held or to be held for the accounts of
Chatterjee Fund Management, L.P. or Winston nor that Chatterjee Fund
Management, L.P. or Winston is the beneficial owner of Shares held for the
account of QI Partners.
(vi) Except as described in Annex A hereof, which is incorporated
in this Item 5(c) by reference, there have been no transactions in the Shares
effected since April 1, 1995 (the 60 days prior to the date hereof).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney, dated December 11, 1991, granted by George
Soros in favor of Sean C. Warren (filed as Exhibit D to Amendment No. 4 to the
Initial Statement and incorporated herein by reference).
(b) Joint Filing Agreement, dated as of April 15, 1994, by and
among QI Partners, QIHMI, QIH Management, Inc., Mr. Soros and Dr. Chatterjee
(filed as Exhibit E to Amendment No. 9 to the Initial Statement and incorporated
herein by reference).
(c) Power of Attorney, dated April 7, 1994, granted by QI Partners
in favor of George Soros, Gary Gladstein and Sean Warren (filed as Exhibit F to
Amendment No. 9 to the Initial Statement and incorporated herein by reference).
(d) Power of Attorney, dated May 31, 1995, granted by Purnendu
Chatterjee in favor of Peter Hurwitz.
<PAGE> 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: June 1, 1995 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
---------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
General Partner
By: /s/ Sean C. Warren
--------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
---------------------------------
Sean C. Warren
Vice President
GEORGE SOROS
By: /s/ Sean C. Warren
---------------------------------
Sean C. Warren
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /s/ Peter Hurwitz
---------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE> 10
Page 10
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
THE PERKIN-ELMER CORPORATION
FOR THE ACCOUNT OF QUANTUM PARTNERS LDC(1)
<TABLE>
<CAPTION>
Nature of Number of Price Per
Date Transaction Shares Share
-------- ----------- --------- ---------
<S> <C> <C> <C>
5/25/95 Purchase 20,000 35.270
5/25/95 Purchase 68,000 35.152
5/25/95 Purchase 5,000 35.145
5/25/95 Purchase 12,000 35.185
5/25/95 Purchase 25,000 34.560
5/25/95 Purchase 80,000 35.342
5/26/95 Purchase 10,000 35.570
5/26/95 Purchase 80,000 35.304
</TABLE>
- -------------------------
(1) Transactions effected at the direction of SFM.
<PAGE> 11
Page 11
INDEX OF EXHIBITS
EXHIBIT PAGE
- ------- ----
I Power of Attorney, dated May 31, 1995, granted by 12
Purnendu Chatterjee in favor of Peter Hurwitz
<PAGE> 1
Page 12
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 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
