<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
THE PERKIN-ELMER CORPORATION
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
714041100
(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 17, 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 / /s. (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 13 Pages
Exhibit Index: Page 11
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 714041100 PAGE 2 OF 13 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in his personal capacity and 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*
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 2,335,775
Each
Reporting 9 Sole Dispositive Power
Person 542,381
With
10 Shared Dispositive Power
2,335,775
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,878,156
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.81%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 714041100 PAGE 3 OF 13 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)
4.82%
14 Type of Reporting Person*
IC, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 714041100 PAGE 4 OF 13 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)
4.82%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 714041100 PAGE 5 OF 13 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)
4.82%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 714041100 PAGE 6 OF 13 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)
5.75%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
PAGE 7 OF 13 PAGES
This Amendment No. 12 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 and all amendments thereto (the "Initial Statement"). This
Amendment No. 12 also serves as Amendment No. 3 with respect to Quantum
Industrial Partners LDC, QIH Management Investor, L.P. and QIH Management, Inc.
This Amendment No. 12 is being filed to report the recent sale at market price
of the Shares previously reported as held by Soros Charitable Foundation, a New
York trust (the "Foundation"), to the Open Society Institute, a New York trust
("OSI"). Reference is made to the Initial Statement as amended for certain terms
used herein and not otherwise defined herein. The Initial Statement is hereby
supplementally amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
Updated information concerning the identity 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 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares of which the Reporting Persons may
be deemed a beneficial owner is 3,271,292 (approximately 7.74% of the total
number of Shares outstanding).
(i) QI Partners may be deemed a beneficial owner of
2,035,775 Shares (approximately 4.82% 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 2,878,156 (approximately 6.81% of the total number
of Shares outstanding). This number consists of (a) 542,381 Shares held
directly by Mr. Soros; (b) 2,035,775 Shares held by QI Partners of which Mr.
Soros, as sole shareholder of QIH Management, Inc., may be deemed a beneficial
owner; and (c) 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. Mr. Soros expressly disclaims
beneficial ownership of the Shares held by Dr. Chatterjee, Winston and OSI.
(v) Dr. Chatterjee may be deemed the beneficial owner of
2,428,911 Shares (approximately 5.75% of the total number of shares
outstanding). This number consists of (i) 129,100 Shares owned directly by Dr.
Chatterjee; (ii) 59,794 Shares held by Chatterjee Fund Management, L.P.; (iii)
204,242 Shares held by Winston; and (iv) 2,035,775 Shares held by QI Partners.
Dr. Chatterjee expressly disclaims beneficial ownership of the Shares held by
Mr. Soros, Quantum Partners and OSI.
(c) On January 17, 1996, the Foundation sold all of the 838,056
Shares held by it to OSI, a charitable foundation of which Mr. Soros serves as
one of five trustees, at a price of $38.625 per Share. There have been no
other transactions with respect to the Shares during the past 60 days by any
of the Reporting Persons.
<PAGE> 8
PAGE 8 OF 13 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(k) Power of Attorney, dated July 27, 1995, granted by Mr.
George Soros in favor of Mr. Michael C. Neus.
(l) Power of Attorney, dated January 18, 1996, granted by
Quantum Industrial Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean Warren,
Ms. Debby Sharp and Mr. Michael Neus.
<PAGE> 9
PAGE 9 OF 13 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 23, 1996 GEORGE SOROS
By: /s/ Michael C. Neus
----------------------------
Michael C. Neus
Attorney-in-Fact
Date: January 23, 1996 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Michael C. Neus
----------------------------
Michael C. Neus
Attorney-in-fact
Date: January 23, 1996 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
General Partner
By: /s/ Michael C. Neus
------------------------
Michael C. Neus
Vice President
Date: January 23, 1996 QIH MANAGEMENT, INC.
By: /s/ Michael C. Neus
----------------------------
Michael C. Neus
Vice President
Date: January 23, 1996 PURNENDU CHATTERJEE
By: /s/ Peter Hurwitz
----------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE> 10
PAGE 10 OF 13 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
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 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.
<PAGE> 11
PAGE 11 OF 13 PAGES
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C>
K Power of Attorney, dated July 27, 1995, granted by Mr. 12
George Soros in favor of Mr. Michael C. Neus.
L Power of Attorney, dated January 18, 1996, granted by 13
Quantum Industrial Partners LDC in favor of Mr. Gary
Gladstein, Mr. Sean Warren, Ms. Debby Sharp and
Mr. Michael Neus.
</TABLE>
<PAGE> 1
PAGE 12 OF 13 PAGES
Exhibit K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute
and appoint MICHAEL C. NEUS as my agent and attorney in fact for the purpose of
executing in my name, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management 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 and 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 July,
1995.
/s/ George Soros
----------------
GEORGE SOROS
<PAGE> 1
PAGE 13 OF 13 PAGES
Exhibit L
QUANTUM INDUSTRIAL PARTNERS LDC
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL
PARTNERS LDC (the "Company"), an exempted limited duration company existing and
operating under the laws of the Cayman Islands does, pursuant to a duly adopted
resolution of its Managing Director, hereby designate, constitute and appoint:
GARY GLADSTEIN, SEAN WARREN, DEBBY SHARP AND MICHAEL NEUS
acting singly and not jointly, as its true and lawful agent and attorney-in-fact
to negotiate, execute and deliver all such agreements, deeds, instruments,
receipts, certificates and other documents, and to take all such other actions,
as each attorney-in-fact considers necessary or advisable, in his or her sole
discretion, in connection with the purchase, holding and disposition of an
investment by the Company in Perkin-Elmer Corporation.
Each attorney-in-fact is hereby authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing. All prior acts of each attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be execute this
18th day of January, 1996.
QUANTUM INDUSTRIAL PARTNERS LDC
/s/ Edmund Hook/Hans Grootjen
-------------------------------
Curacao Corporation Company N.V.
Managing Director
