<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
January 24, 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 / x /. (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 14 Pages
Exhibit Index: 11
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 36237J107 PAGE 2 OF 14 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 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)
5.11%
14 Type of Reporting Person*
IC; OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 36237J107 PAGE 3 OF 14 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)
5.11%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 36237J107 PAGE 4 OF 14 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steven J. Gilbert (doing business as Soros Capital)
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)
5.11%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 5 of 14 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock, $0.01
par value (the "Shares"), of GTS Duratek, Inc. (the "Issuer"). The address of
the principal executive offices of the Issuer is 8955 Guilford Road, Suite 2001
Columbia, Maryland 21406.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of the following persons (the
"Reporting Persons"):
(1) Soros Capital Offshore Partners LDC, a Cayman Islands limited
duration company ("Offshore");
(2) Soros Capital L.P., a Bermuda limited partnership ("Capital"); and
(3) Mr. Steven J. Gilbert, doing business as a sole proprietorship
under the name Soros Capital ("Mr. Gilbert").
This statement relates to Shares acquired at the direction of Mr.
Gilbert for the account of Offshore.
Offshore, Capital and Mr. Gilbert
Offshore was formed primarily to make an investment in C/S
International Partners ("C/S"), a Cayman Islands general partnership, and to
serve as the administrative general partner thereof. C/S is one of four parallel
investment vehicles comprising the Carlyle II Fund. Offshore holds a 99% general
partnership interest in C/S, and TC Group, L.L.C. holds the remaining 1% general
partnership interest in C/S and serves as the managing general partner of C/S.
Capital is the majority owner of Offshore. The principal office of Offshore is
located c/o Coutts & Co. (Cayman) Limited, West Bay Road, George Town, Grand
Cayman, Cayman Islands, B.W.I.
Capital is a Bermuda limited partnership principally engaged in direct
and indirect investments in buy-out transactions and restructuring, venture
capital, mezzanine finance and strategic and special situations investments. Its
principal office is located at Richmond House, 12 Par-La-Ville Road, Hamilton HM
DX, Bermuda. Mr. Gilbert is the managing general partner and Soros Capital
(Bermuda) Ltd. is the resident general partner. Quantum Industrial Partners LDC,
a Cayman Islands limited duration company ("QIP"), is the sole limited partner
of Capital.
Soros Capital (Bermuda) Ltd. is a Bermuda exempted company, whose sole
purpose is to act as resident general partner of Capital. The principal office
of Soros Capital (Bermuda) Ltd. is at Richmond House, 12 Par-La-Ville Road,
Hamilton HM DX, Bermuda.
The principal occupation of Mr. Gilbert, a United States citizen, is as
an investment manager, a function which is carried out in his capacity as
managing general partner of Capital. Mr. Gilbert is a Managing Director of
Commonwealth Capital Partners, a private equity investment fund. Mr. Gilbert
also serves as a director of the Issuer. Mr. Gilbert's business address is 785
Smith Ridge Road, New Canaan, Connecticut 06840.
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Page 6 of 14 Pages
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), Capital (by reason of
its majority ownership and control of Offshore) and Mr. Gilbert (by reason of
his position as managing general partner of Capital) may each be deemed the
beneficial owner of securities, including the Shares, held by Offshore.
Quantum Industrial Partners LDC, OIHMI, OIH Management, Inc. and Mr. Soros
Most of Capital's investment assets are provided by QIP, a majority of
the outstanding shares of which are held by Quantum Industrial Holdings Ltd., a
British Virgin Islands international business company ("Quantum Industrial" and
together with QIP, the "Quantum Industrial Entities"). The principal business of
QIP is investment in securities. The principal business of Quantum Industrial
is investment and trading in securities and other assets, both directly and
indirectly through its investment in QIP. The principal office of the Quantum
Industrial Entities is located at Kaya Flamboyan 9, Curacao, Netherlands
Antilles.
QIH Management Investor, L.P., an investment advisory firm organized as
a Delaware limited partnership ("QIHMI"), is a minority shareholder of, and
(pursuant to the constituent documents of QIP) is vested with investment
discretion with respect to the portfolio assets held for the account of, QIP.
QIHMI, by reason of such investment discretion, may be deemed a beneficial
owner of securities held by QIP (including the Shares) for purposes of Section
13(d) of the Act.
The principal business of QIHMI is to provide management and advisory
services to, and to invest in, QIP. The sole business of QIH Management, Inc., a
Delaware corporation and the sole general partner of QIHMI, is to serve as the
sole general partner of QIHMI. QIHMI and QIH Management, Inc. have their
principal offices at 888 Seventh Avenue, New York, New York 10106.
Mr. George Soros, a United States citizen, is the sole shareholder and
the person ultimately in control of QIH Management, Inc. The principal
occupation of Mr. Soros is the direction of the activities of QIH and of Soros
Fund Management ("SFM"), a private investment management firm, which is carried
out at their principal offices located at 888 Seventh Avenue, New York, New York
10106.
None of QIP, QIHMI, QIH Management, Inc. or Mr. Soros have any voting
or dispositive power with respect to the Shares held by Offshore. As such,
QIP, QIHMI,QIH Management, Inc. and Mr. Soros expressly dislcaim beneficial
ownership of the Shares held by Offshore.
Current information concerning the identity and background of the
Managing Directors of SFM is set forth in Annex A hereto, which is incorporated
herein by reference.
During the past five years, none of the Reporting Persons or any other
person identified in response to this Item 2 has been (a) convicted in a
criminal proceeding, or (b) a party to any civil proceeding as a result of which
he or it 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 violation with respect to such laws.
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Page 7 of 14 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to: (1) a Stock Purchase Agreement by and among (a) the
Issuer, (b) Carlyle Partners II, L.P., a Delaware limited partnership ("CP II");
(ii) Carlyle International Partners II, L.P., a Cayman Islands exempted limited
partnership ("CIP II"); (iii) Carlyle International Partners III, L.P., a Cayman
Islands exempted limited partnership ("CIP III"); (iv) C/S International
Partners, a Cayman Islands partnership ("C/S"); (v) Carlyle-GTSD Partners, L.P.,
a Delaware limited partnership ("CP-GTSD"); (vi) Carlyle-GTSD Partners II, L.P.,
a Delaware limited partnership ("CP-GTSD II"; and collectively with CP II, CIP
II, CIP III, C/S, CP-GTSD, and CP-GTSD II referred to herein as the "Buyers")
and (c) National Patent Development Corporation, a Delaware corporation ("NPD")
dated January 24, 1995 (the "Stock Purchase Agreement"); (2) that certain
Stockholders Agreement by and among the Company, the Buyers and NPD dated
January 24, 1995 (the "Stockholders Agreement"); (3) that certain Registration
Rights Agreement by and among the Company, the Buyers and NPD dated January 24,
1995 (the "Registration Rights Agreement"); and (4) that certain Escrow
Agreement by and among Buyers, NPD and Signet Trust Company dated January 24,
1995 (the "Escrow Agreement"; and collectively with the Stock Purchase
Agreement, the Stockholders Agreement and the Registration Rights Agreement
referred to herein as the "Operative Documents"), on January 24, 1995, the
following securities were purchased: (i) an aggregate of 160,000 shares of
Common Stock of the Issuer's authorized 8% Cumulative Convertible Redeemable
Preferred Stock, par value $.01 per share (the "Convertible Preferred Stock"),
from the Issuer; (ii) an aggregate of 1,667,000 shares of the Common Stock from
NPD; (iii) the right to purchase 500,000 shares of Common Stock from NPD; and
(iv) the right to purchase 1,250,000 shares of newly-issued Common Stock from
the Issuer (collectively, the "Financing Transaction"). Pursuant to an
independent coinvestment relationship between C/S and Offshore, at the time of
the Financing Transaction, Offshore contributed $1,221,724 of C/S' investment
in the Financing Transaction, the amount of which was provided by Offshore from
its working capital. In exchange for the $1,221,724 investment, within thirty
days following the Financing Transaction, C/S transferred to Offshore 9,308 of
its shares of Convertible Preferred Stock, 96,962 of its Shares, an option from
NPD (the "NPD Option") to purchase 29,089 of NPD's Shares and an option from
the Issuer (the "Issuer Option") to purchase 72,722 Shares. Subsequently, on
December 22, 1995, Offshore exercised the NPD Option and thereby acquired
29,089 additional Shares for $3.75 per Share. The $109,083.75 expended by
Offshore to exercise the NPD Option was provided by Offshore's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
All of the Shares reported herein as having been acquired for the
account of Offshore were acquired for investment purposes, expect as provided
in the documents listed in Item 3. Neither the Reporting Persons nor, to the
best of their knowledge, any of the other individuals identified in response to
Item 2, have any plans or proposals which relate to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Persons reserve the right to acquire additional
securities of the Issuer, to dispose of such securities at any time or to
formulate other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies, market conditions or other factors.
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 5.11% of the
total number of Shares which would be
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Page 8 of 14 Pages
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 hereof have the right to participate in the receipt of
dividends from, or proceeds for the sale of, securities, including the Shares,
held by Offshore in accordance with their ownership interests in Offshore.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described in Item 3 and Item 4 hereto, 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 18, 1996, by and among
Soros Capital Offshore Partners LDC, Soros Capital, L.P. and Steven J. Gilbert.
(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
Warren.
(c) Stock Purchase Agreement by and among CP II, CIP II, CIP III, C/S,
CP-GTSD, CP GTSD II, the Company and NPD dated as of January 24, 1995 (filed as
Exhibit 2 to the initial statement on Schedule 13D filed by CP II, CIP II, CIP
III, C/S, CP-GTSD and CP GTSD II (the "Carlyle 13D") and incorporated herein by
reference).
(d) Stockholders Agreement by and among CP II, CIP II, CIP III, C/S,
CP-GTSD, CP GTSD II, the Company and NPD dated as of January 24, 1995 (filed as
Exhibit 3 to the Carlyle 13D and incorporated herein by reference).
(e) Certificate of Designation of the Convertible Preferred Stock dated
January 23, 1995 (filed as Exhibit 5 to the Carlyle 13D and incorporated herein
by reference).
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Page 9 of 14 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: March 18, 1996 SOROS CAPITAL OFFSHORE PARTNERS LDC
By: /s/ Steven J. Gilbert
---------------------------------
Steven J. Gilbert
Attorney in Fact
Date: March 18, 1996 SOROS CAPITAL, L.P.
By: /s/ Steven J. Gilbert
---------------------------------
Steven J. Gilbert
Managing General Partner
Date: March 18, 1996
/s/ Steven J. Gilbert
---------------------------------
Steven J. Gilbert
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Page 10 of 14 Pages
ANNEX A
The following is a list of all of the persons who serve as Managing
Directors or Soros Fund Management ("SFM"):
Scott K.H. Bessent
Walter Burlock
Stanley F. 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 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 11 of 14 Pages
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
A Joint Filing Agreement, dated as of March 18, 1996, by and among Soros
Capital Offshore Partners LDC, Soros Capital, L.P. and Steven J. Gilbert
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 Warren
</TABLE>
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Page 12 of 14 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of GTS Duratek, Inc. dated March 18, 1996 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: March 18, 1996 SOROS CAPITAL OFFSHORE PARTNERS LDC
By: /s/ Steven J. Gilbert
--------------------------------
Steven J. Gilbert
Attorney in Fact
Date: March 18, 1996 SOROS CAPITAL, L.P.
By: /s/ Steven J. Gilbert
--------------------------------
Steven J. Gilbert
Managing General Partner
Date: March 28, 1996
/s/ Steven J. Gilbert
------------------------------------
Steven J. Gilbert
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Page 13 of 14 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that SOROS CAPITAL OFFSHORE PARTNERS LDC (the
"Company"), a Cayman Islands limited duration company, does, pursuant to a duly
adopted resolution of its managing director, hereby designate, constitute and
appoint:
STEVEN J. GILBERT, GARY S. GLADSTEIN AND SEAN C. WARREN
each or any one of them, acting singly and not jointly, as its agents and
attorneys-in-fact for the purpose of executing and delivering, in the name and
on behalf of the Company, 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 any
securities of GTS Duratek, Inc., 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.
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Page 14 of 14 Pages
The attorneys-in-fact are hereby authorized and empowered to perform all other
acts and deeds, which they in their sole discretion deem necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing.
The Common Seal of SOROS )
CAPITAL OFFSHORE )
PARTNERS LDC was hereunto )
affixed by )
)
Messrs. E. A. Hook / )
B.H. Jansen )
- -------------------- )
for and on behalf of SOROS ) Per: /s/ Messrs. E. A. Hook/
CAPITAL OFFSHORE ) B. H. Jansen
PARTNERS LDC, in the presence ) ---------------------------
of: )
)
A.L.A. Bosnie
- --------------------
Witness
