<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
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)
November 12, 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).
<PAGE>
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 559,100
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
559,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
559,100
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD, IA, OO
<PAGE>
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 559,100
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
559,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
559,100
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
the ordinary shares, par value AUS $2.50 per share (the "Shares"), represented
by American Depository Shares ("ADSs"), of Memtec Limited, a corporation
incorporated under the laws of New South Wales, Australia (the "Company"). The
principal executive offices of the Company are located at Level 7, 5 Elizabeth
Street, Sydney, New South Wales, 2000, Australia.
Item 2. Identity and Background
The Statement is being filed by (1) P. Schoenfeld Asset
Management LLC, a New York limited liability company ("PSAM") and (2) Peter M.
Schoenfeld, a United States citizen, in his capacity as the Managing Member of
PSAM ("Mr. Schoenfeld"). PSAM and Mr. Schoenfeld are sometimes collectively
referred to herein as the "Reporting Persons".
PSAM is registered as a non-clearing broker-dealer and an
investment adviser with the Securities and Exchange Commission and is a member
of the National Association of Securities Dealers, Inc. The principal business
of PSAM is to provide investment advisory services with respect to global event
arbitrage activities to managed accounts (the "Managed Accounts") and to certain
investment partnerships for which entities controlled by Mr. Schoenfeld serve as
the general partner (the "Partnerships"). The principal place of business and
<PAGE>
principal offices of PSAM are located at 1330 Avenue of the Americas, 34th
Floor, New York, New York 10019, which is also the business address of Mr.
Schoenfeld. The principal occupation of Mr. Schoenfeld is his position as a
Managing Member of PSAM.
None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Sources and Amounts of Funds or Other Consideration
The Partnerships and Managed Accounts expended an aggregate of
approximately $18,840,409.15 (including brokerage commissions, if any) to
purchase the 559,100 ADSs which are reported in Item 5(c) as having been
purchased for their accounts during the past 60 days. The funds for the purchase
of the ADSs owned by the Managed Accounts come from their owners or
shareholders. The funds for the purchase of the ADSs owned by the Partnerships
are obtained from the working capital of the Partnerships. The ADSs held
<PAGE>
by the Partnerships and the Managed Accounts may be held through margin accounts
maintained with brokers, which extend margin credit, as and when required to
open or carry positions in such margin accounts, subject to applicable federal
margin regulations, stock exchange rules and the credit policies of such firms.
The positions held in the margin accounts, including the ADSs, are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
Item 4. Purpose of Transaction
The purpose of the acquisition of the ADSs by each of the
Reporting Persons is for investment. From time to time, the Reporting Persons
may discuss with management of the Company the Reporting Persons' suggestions
for enhancing shareholder value. Such suggestions may relate to one or more of
the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D
under the Securities Exchange Act of 1934. However, the Reporting Persons do not
intend to seek control of the Company or participate in the management of the
Company. Each Reporting Person reserves the right to make further purchases of
ADSs from time to time, to dispose of any or all of the ADSs held by it at any
time or to formulate other purposes, plans or proposals regarding the Company or
any of its securities, to the extent deemed advisable in light of its general
investment and trading policies, market conditions or other factors.
<PAGE>
Except as described above, the Reporting Persons do not have
any present plans or proposals which relate to or would result in any of the
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D
under the Securities and Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer
(a)-(b) On the date of this Statement:
(i) PSAM may be deemed to have beneficial ownership for
purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial
Ownership") of 559,100 ADSs by virtue of its position as discretionary
investment manager to the Partnerships and Managed Accounts, as the case the may
be, holding such ADSs. Such shares represent 5.4% of the issued and outstanding
ADSs. PSAM shares voting power and dispositive power over the ADSs with Mr.
Schoenfeld.
(ii) Mr. Schoenfeld may be deemed to have Beneficial Ownership
of 559,100 ADSs by virtue of his position as the Managing Member of PSAM. Such
shares represent 5.4% of the issued and outstanding ADSs. Mr. Schoenfeld shares
voting power and dispositive power over the ADSs with PSAM.
The percentages used herein are calculated based upon the
10,308,148 ADSs stated to be issued and outstanding effective as of May 9, 1997,
as reflected in the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997.
<PAGE>
(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 during the past 60 days 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 sale of ADSs, 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 ADSs held for their respective
accounts.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement, dated November 17,
1997, between PSAM and Peter M. Schoenfeld.
<PAGE>
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.
November 17, 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
<PAGE>
Schedule I
Date Price Per ADS ADSs Purchased
- ---- ------------- --------------
9/24/97 33.5775 10,000
9/30/97 33.7500 20,000
10/01/97 33.9246 70,000
10/10/97 33.8811 26,400
10/13/97 34.2859 8,700
10/14/97 34.2500 5,000
10/15/97 33.7500 10,000
10/16/97 33.9766 12,300
10/17/97 33.8089 65,300
10/21/97 34.0096 65,000
10/22/97 33.0017 27,700
10/23/97 33.4468 16,300
10/24/97 34.0417 60,000
10/30/97 31.6463 10,000
10/31/97 32.2850 86,400
11/04/97 33.0000 15,000
11/12/97 35.5750 50,000
11/14/97 35.6875 1,000
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99 Joint Filing Agreement, dated November 17, 1997,
between PSAM and Peter M. Schoenfeld.
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the ordinary shares, par value AUS $2.50, represented by
American Depositary Shares, of Memtec Limited dated November 17, 1997 is, and
any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of them pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: November 17, 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
