<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
STRUCTURAL DYNAMICS RESEARCH CORPORATION
-------------------------------
(Name of Issuer)
Common Stock, No Par Value
-------------------------------
(Title of Class of Securities)
863555108
---------------------
(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)
December 1, 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 11 Pages
Exhibit Index: Page 10
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 863555108
PAGE 2 OF 11 PAGES
1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
George Soros (in his capacity as the sole proprietor of Soros
Fund Management)
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
<TABLE>
<CAPTION>
United States
<S> <C> <C>
7 Sole Voting Power
Number of 757,700
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 757,700
With
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,712,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
5.65%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
PAGE 3 OF 11 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock, no
par value (the "Shares"), of Structural Dynamics Research Corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is
2000 Eastman Drive, Milford, Ohio 45150. This statement on Schedule 13D is
being filed by the Reporting Person (as defined below) to report a recent
transaction in the Shares as a result of which the Reporting Person may be
deemed the beneficial owner of in excess of 5% of the outstanding Shares.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Mr. George Soros (the
"Reporting Person") in his capacity as the sole proprietor of an investment
advisory firm conducting business under the name Soros Fund Management ("SFM").
This statement on Schedule 13D relates to Shares held for each of the accounts
of Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners"), which has granted investment discretion to SFM pursuant
to an investment advisory contract, and Quasar International Partners C.V., a
Netherlands Antilles limited partnership ("Quasar"), which has granted
investment discretion to SFM pursuant to an investment advisory contract,
certain authority which has been delegated by SFM with respect to a portion of
Quasar's portfolio to a portfolio manager pursuant to an investment advisory
contract between Quasar and White Rock Capital, L.P., a Texas limited
partnership ("White Rock").
SFM is a sole proprietorship of which the Reporting Person is the sole
proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor,
New York, New York 10106. Its sole business is to serve, pursuant to contract,
as the principal investment manager to several foreign investment companies,
including Quantum Partners and Quasar. SFM's contracts with its clients
generally provide that SFM is responsible for designing and implementing the
client's overall investment strategy; for conducting direct portfolio
management strategies to the extent that SFM determines that it is appropriate
to utilize its own portfolio management capabilities; for selecting, evaluating
and monitoring other investment advisors who manage separate portfolios on
behalf of the client; and for allocating and reallocating the client's assets
among them and itself.
Pursuant to regulations promulgated under Section 13(d) of the Act,
the Reporting Person (as the sole proprietor and the person ultimately in
control of SFM) may be deemed a beneficial owner of securities, including the
Shares, held for the account of Quantum Partners and the account of Quasar as a
result of the contractual authority of SFM to exercise investment discretion
with respect to such securities. Although SFM has delegated to White Rock
investment discretion with respect to a portion of Quasar's portfolio, the
Reporting Person may be deemed a beneficial owner of securities, including the
Shares, held in such portfolio as a result of SFM's ability to terminate its
contractual relationship with White Rock within 60 days.
The principal occupation of the Reporting Person, a U.S. citizen, is
his direction of the activities of SFM, which is carried out in his capacity as
the sole proprietor of SFM at SFM's principal office. Information concerning
the identity and background of the Managing Directors of SFM is set forth in
Annex A hereto and incorporated by reference in response to this Item 2.
<PAGE> 4
PAGE 4 OF 11 PAGES
White Rock is an investment adviser whose business address is 3131
Turtle Creek Blvd., Suite 800, Dallas, Texas 75219.
During the past five years, none of the Reporting Person, Quantum
Partners, Quasar and 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 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Quantum Partners expended $15,509,575.09 of its working
capital to purchase the Shares which are reported in Item 5(c) as having been
purchased for its account during the past 60 days. Quasar expended
$6,931,095.40 of its working capital to purchase the Shares reported in Item
5(c) as having been purchased for its account during the past 60 days.
The Shares held by Quantum Partners may be held through margin
accounts maintained with Arnhold and S. Bleichroeder, Inc. or other brokers,
and the Shares held by Quasar may be held through margin accounts maintained
with other brokers. The brokers which extend margin credit to Quantum Partners,
and/or Quasar do so 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 held in the
margin accounts, including the Shares, are pledged as collateral security for
the repayment of debit balances in the respective accounts.
ITEM 4. PURPOSE OF TRANSACTION.
Quantum Partners and Quasar acquired all of the Shares reported herein
as being beneficially owned by them for investment purposes. None of the
Quantum Partners, Quasar, and, to the best of their knowledge, any of the other
individuals identified in response to Item 2, has 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 Person reserves 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 its 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 the Reporting Person
may be deemed a beneficial owner is 1,712,700 (approximately 5.65% of the total
number of Shares outstanding).
Stanley Druckenmiller, a Managing Director of SFM, also serves as
President and Chairman of the Board of Directors of Priority Investment
Management Inc. ("Priority"), a registered investment adviser. Accounts of
investment advisory clients over which Priority exercises investment discretion
hold 189,400 Shares (approximately .63% of the total number of Shares
outstanding). By reason of his position with Priority, Mr. Druckenmiller may
be deemed to be the beneficial owner, for purposes of Rule 13d-3 under the Act,
of all such Shares held by clients of Priority. The Reporting Person expressly
disclaims beneficial ownership of any Shares not held directly by Quantum
Partners or Quasar.
<PAGE> 5
PAGE 5 OF 11 PAGES
(b) Pursuant to the terms of the contract between Quantum Partners
and SFM, the Reporting Person may be deemed to have sole power to direct the
voting and disposition of securities held for the account of Quantum Partners,
including the 757,700 Shares held for the account of Quantum Partners.
White Rock holds the power to direct the disposition and voting of the
955,000 Shares held by Quasar. SFM has the contractual authority on behalf of
Quasar to terminate the investment advisory contract with White Rock relating
to Quasar and, as a result, may be deemed to have the ability to acquire the
voting and dispositive power held by White Rock with respect to the 955,000
Shares.
(c) Except for the transactions listed in Annex B hereto, there
have been no transactions with respect to the Shares during the past 60 days by
either Quantum Partners or Quasar.
(d) The shareholders of Quantum Partners have the right to
participate in the receipt of dividends from, or proceeds for the sale of,
securities held by Quantum Partners in accordance with their ownership
interests in Quantum Partners. The partners of Quasar have the right to
participate in the receipt of dividends from, or proceeds for the sale of,
securities held by Quasar in accordance with their ownership interests in
Quasar.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person does not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney dated October 27, 1994 granted by Mr. George
Soros in favor of Mr. Sean C. Warren.
<PAGE> 6
PAGE 6 OF 11 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: December 11, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
------------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE> 7
PAGE 7 OF 11 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
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Donald H. Krueger
Elizabeth Larson
Jay Misra
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> 8
PAGE 8 OF 11 PAGES
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
STRUCTURAL DYNAMICS RESEARCH CORPORATION
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE
- ------------------ ---------------- TRANSACTION OF SHARES PER SHARE
----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Partners 11/13/95 Purchase 68,000 20.051
11/13/95 Purchase 14,800 19.904
11/14/95 Purchase 4,000 19.437
11/14/95 Purchase 17,600 19.486
11/15/95 Purchase 25,700 19.803
11/15/95 Purchase 12,000 19.875
11/16/95 Purchase 27,400 19.944
11/17/95 Purchase 12,000 19.541
11/17/95 Purchase 31,800 19.838
11/20/95 Purchase 41,800 19.640
11/21/95 Purchase 6,000 19.000
11/21/95 Purchase 10,000 19.173
11/22/95 Purchase 4,000 19.125
11/22/95 Purchase 4,000 19.375
11/22/95 Purchase 20,000 19.561
11/24/95 Purchase 8,000 19.875
11/24/95 Purchase 20,800 20.085
11/27/95 Purchase 81,300 20.971
11/28/95 Purchase 45,100 21.079
11/29/95 Purchase 8,000 20.625
11/29/95 Purchase 42,400 20.747
11/30/95 Purchase 32,900 20.412
12/01/95 Purchase 41,400 21.112
12/04/95 Purchase 21,500 21.372
12/05/95 Purchase 34,400 21.025
12/06/95 Purchase 40,000 20.448
12/07/95 Purchase 16,000 20.210
12/08/95 Purchase 40,000 21.725
12/08/95 Purchase 26,800 21.782
Quasar 10/06/95 Purchase 50,000 17.625
10/10/95 Sale 5,000 16.125
10/10/95 Purchase 25,000 17.425
10/11/95 Purchase 10,000 17.625
10/11/95 Purchase 30,000 17.875
10/12/95 Purchase 35,000 18.776
10/13/95 Purchase 30,000 19.000
</TABLE>
<PAGE> 9
PAGE 9 OF 11 PAGES
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE
- ------------------ ---------------- TRANSACTION OF SHARES PER SHARE
----------- --------- ---------
<S> <C> <C> <C> <C>
Quasar (cont.) 10/16/95 Purchase 25,000 18.975
10/17/95 Purchase 15,000 19.437
10/17/95 Purchase 30,000 19.479
10/18/95 Purchase 32,000 20.718
11/03/95 Purchase 25,000 20.050
11/08/95 Purchase 30,000 19.208
11/09/95 Purchase 30,000 19.458
</TABLE>
<PAGE> 10
PAGE 10 OF 11 PAGES
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
A Power of Attorney dated October 27, 1994 granted by
Mr. George Soros in favor of Mr. Sean Warren. 11
</TABLE>
<PAGE> 1
PAGE 11 OF 11 PAGES
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute
and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name or in my personal capacity 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 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 October,
1994.
/s/ George Soros
----------------------------------
GEORGE SOROS
