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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Memtec Limited
(Name of Issuer)
American Depositary Shares representing
Ordinary Shares, par value AUS $2.50 per share
(Title of Class of Securities)
586265308
(CUSIP Number)
Peter M. Schoenfeld
P. Schoenfeld Asset Management LLC
1330 Avenue of the Americas, 34th Floor
New York, New York 10019
(212) 649-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 1997
(Date of Event which Requires Filing 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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(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
disclosures 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).
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SCHEDULE 13D
CUSIP No. 586265308
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
P. Schoenfeld Asset Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD, IA, OO
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SCHEDULE 13D
CUSIP No. 586265308
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter M. Schoenfeld
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK 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 None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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This statement amends and supplements the information set forth in the
Schedule 13D filed by the Reporting Persons (as defined therein) with the
Securities and Exchange Commission (the "Commission") on November 17, 1997 and
constitutes Amendment No. 1 to the Schedule 13D. Capitalized terms used herein
without definition shall have the meaning assigned to such terms in the Schedule
13D.
Item 5. Interest in Securities of the Issuer
Item 5 is revised and amended in its entirety as set forth below:
(a)-(b) On the date of this Statement:
(i) PSAM has beneficial ownership for purposes of Section 13(d)
of the Securities Exchange Act of 1934 ("Beneficial Ownership") of 0 shares of
Common Stock. Such shares represent 0.0% of the issued and outstanding Common
Stock.
(ii) Mr. Schoenfeld has Beneficial Ownership of 0 shares of
Common Stock by virtue of his position as the Managing Member of PSAM. Such
shares represent 0.0% of the issued and outstanding Common Stock.
(c) The trading dates, number of shares purchased or sold and
price per share (including commissions, if any) for all transactions by the
Reporting Persons since the filing of the Schedule 13D are set forth in Schedule
I hereto. All such transactions were made in the open market.
(d) No person other than the Partnership and the Managed Accounts
is known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds of
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sale of shares of Common Stock, except that the respective partners,
shareholders or owners, as relevant, of the Partnerships and the Managed
Accounts have the right to participate in the receipt of dividends from or
proceeds of the sale of, the shares of Common Stock held for their respective
accounts.
(e) As of December 5, 1997, the Reporting Persons ceased to have
Beneficial Ownership of more than 5% of the outstanding Common Stock.
Item 7. Material to be Filed as Exhibits
Joint Filing Agreement, dated November 17, 1997, between PSAM and
Peter M. Schoenfeld (filed as Exhibit A to the Schedule 13D and incorporated
herein by reference.)
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
December 11, 1997.
P. SCHOENFELD ASSET MANAGEMENT LLC
By: /s/ Peter M. Schoenfeld
--------------------------
Name: Peter M. Schoenfeld
Title: Managing Member
/s/ Peter M. Schoenfeld
--------------------------
Peter M. Schoenfeld
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Schedule I
Date Purchased Price Per ADS ADSs Purchased
- -------------- ------------- --------------
11/19/97 35.6250 5,100
11/19/97 35.5000 2,000
Date Sold Price Per ADS ADSs Sold
- --------- ------------- ---------
12/05/97 36.0000 566,200
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