UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GTS Duratek, Inc.
----------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
--------------------------------------
(Title of Class of Securities)
36237J107
-----------------------
(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)
October 18, 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 9 Pages
Exhibit Index: Page 8
<PAGE>
SCHEDULE 13D
CUSIP No. 36237J107 Page 2 of 9 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS CAPITAL OFFSHORE PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
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 509,039
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 506,039
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
509,039
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
3.97%
14 Type of Reporting Person*
IC; OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 36237J107 Page 3 of 9 Pages
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. [_]
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
BERMUDA
7 Sole Voting Power
Number of 509,039
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 509,039
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
509,039
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
3.97%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 36237J107 Page 4 of 9 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steven J. Gilbert (in his capacity as managing general partner of
Soros Capital L.P.)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
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
United States
7 Sole Voting Power
Number of 509,039
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 509,039
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
509,039
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
3.97%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 9 Pages
This Amendment No. 1 to Schedule 13D relates to the shares of common
stock, $0.01 par value per share (the "Shares"), of GTS Duratek, Inc. (the
"Issuer") and amends the initial statement on Schedule 13D dated January 24,
1996. This Amendment No. 1 is being voluntarily filed to report that solely as a
result of an increase in the number of outstanding Shares, the Reporting Persons
(as defined in the Initial Statement) may no longer be deemed the beneficial
owners of more than 5% of the outstanding Shares. Capitalized terms used herein
but not defined herein shall have the meanings ascribed to them in the Initial
Statement. The information set forth in the Initial Statement is amended as set
forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares held for the account of Offshore may be held through margin
accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in its margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
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 509,039 (approximately 3.97% of the
total number of Shares which would be outstanding assuming the exercise or
conversion of all of the convertible securities held by Offshore). This number
consists of (i) 126,051 Shares held by Offshore, (ii) 310,266 Shares issuable
upon conversion of the 9,308 shares of Convertible Preferred Stock held by
Offshore and (iii) 72,722 Shares issuable upon conversion of the Issuer Option
held by Offshore.
This amount does not include any of the Shares held for the account of
C/S, in which Offshore is a principal investor, or any of the other vehicles
comprising the Carlyle II Fund. The Reporting Persons do not have or share any
voting or dispositive powers with respect to such Shares.
(b) By virtue of his position as managing general partner of Soros
Capital which is majority owner of Offshore, Mr. Gilbert holds the sole power to
direct the voting and disposition of the Shares held for the account of
Offshore.
(c) There have been no transactions with respect to the Shares during
the past 60 days for the account of Offshore.
(d) The direct and indirect beneficial owners of Offshore who are
described in Item 2 of the Initial Statement have the right to participate in
the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held by Offshore in accordance with their ownership
interests in Offshore.
(e) The Reporting Persons recently became aware that they had ceased
to be the beneficial owners of more than 5% of the outstanding Shares due to an
increase in the number of outstanding Shares.
<PAGE>
Page 6 of 9 Pages
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, Offshore may lend portfolio securities to brokers,
banks or other financial institutions. These loans typically obligate the
borrower to return the securities, or an equal amount of securities of the same
class, to the lender and typically provide that the borrower is entitled to
exercise voting rights and to retain dividends during the term of the loan. From
time to time, to the extent permitted by applicable laws, Offshore may borrow
securities, including the Shares, for the purpose of effecting, and may effect,
short sale transactions, and may purchase securities for the purpose of closing
out short positions in such securities.
Except as described above and in the Initial Statement, Offshore has
no contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
(a) Joint Filing Agreement dated as of March 19, 1996 by and among
Offshore, Soros Capital and Mr. Gilbert (filed as Exhibit A to the Initial
Statement and incorporated herein by reference).
(b) Power of Attorney dated March 19, 1996 granted by Offshore in
favor of Mr. Gilbert, Gary S. Gladstein and Sean C. Warren (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 Richard W. Gaenzle and John D. McEvoy.
<PAGE>
Page 7 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: October 18, 1996 SOROS CAPITAL OFFSHORE PARTNERS LDC
By: /S/ SEAN C. WARREN
-------------------------------
Sean C. Warren
Attorney in Fact
Date: October 18, 1996 SOROS CAPITAL L.P.
By: Steven J. Gilbert
Managing General Partner
By: /S/ RICHARD W. GAENZLE
--------------------------
Richard W. Gaenzle
Attorney in Fact
Date: October 18, 1996 STEVEN J. GILBERT
By: /S/ RICHARD W. GAENZLE
-------------------------------
Richard W. Gaenzle
Attorney in Fact
<PAGE>
Page 8 of 9 Pages
INDEX OF EXHIBITS
(a) Joint Filing Agreement dated as of March 19, 1996 by and among
Soros Capital Offshore Partners LDC, Soros Capital L.P. and Steven J. Gilbert
(filed as Exhibit A to the Initial Statement and incorporated herein by
reference).
(b) Power of Attorney dated March 19, 1996 granted by Soros Capital
Offshore Partners LDC in favor of Steven J. Gilbert, Gary S. Gladstein and Sean
C. Warren (filed as Exhibit B to the Initial Statement and incorporated herein
by reference).
(c) Power of Attorney dated June 7, 1996 granted by Steven J. Gilbert
in favor of Richard W. Gaenzle and John D. McEvoy.
Page 9 of 9 Pages
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, STEVEN J. GILBERT, hereby make,
constitute and appoint RICHARD W. GAENZLE and JOHN D. McEVOY, acting singly and
not jointly, as my agents and attorneys in fact for the purpose of executing in
my name, in my personal capacity or in my capacity as a general partner of Soros
Capital L.P., 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, al documents relating to filings with the United States
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 attorneys 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 7th day of June, 1996.
/S/ STEVEN J. GILBERT
------------------------------
STEVEN J. GILBERT
