<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
April 19, 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
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SCHEDULE 13D
CUSIP NO. 863555108 PAGE 2 OF 9 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*
Not Applicable
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 975,400
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 975,400
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,480,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* /X/
13 Percent of Class Represented By Amount in Row (11)
4.74%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 9 PAGES
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to shares of common stock,
no par value (the "Shares"), of Structural Dynamics Research Corporation (the
"Issuer"). This Amendment No. 1 amends the initial statement on Schedule 13D
dated December 11, 1995 (the "Initial Statement"). This Amendment No. 1 is being
filed by the Reporting Person (as defined below) to report recent transactions
in the Shares as a result of which the Reporting Person no longer may be deemed
the beneficial owner of more than 5% of the outstanding Shares. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Initial Statement.
ITEM 2 IDENTITY AND BACKGROUND
Updated information concerning the identity and background of the
Managing Directors of SFM is set forth in Annex A hereto, which is incorporated
by reference in response to this Item 2.
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 1,480,400 (approximately 4.74% of the total number
of Shares outstanding). This number consists of (i) 975,400 Shares held for the
account of Quantum Partners, and (ii) 505,000 Shares held for the account of
Quasar.
Prior to January 1, 1996, the Shares reported as beneficially
owned by Mr. Stanley Druckenmiller, a Managing Director of SFM, were held by
investment advisory accounts managed by Priority, of which Mr. Druckenmiller
was the President and Chairman of the Board of Directors. As of January 1,
1996, Duquesne Capital Management, L.L.C. ("Duquesne LLC") replaced Priority as
investment manager of those accounts (hereinafter referred to as "Duquesne
Clients"). Duquesne LLC is 75% owned by Mr. Druckenmiller. The Duquesne Clients
hold 243,700 Shares (approximately .78% of the total number of Shares
outstanding). By reason of his position with Duquesne LLC, Mr. Druckenmiller
may be deemed to be the beneficial owner, for purposes of Rule 13d-3 under the
1934 Act, of all such Shares held for the accounts of the Duquesne Clients. The
Reporting Person expressly disclaims beneficial ownership of any Shares not
directly held for the accounts of Quantum Partners or Quasar.
(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 975,400 Shares held for the account of Quantum Partners.
White Rock holds the power to direct the disposition and voting of the
505,000 Shares held for the account of Quasar. SFM has the contractual
authority on behalf of Quasar to terminate the investment advisory contract
between White Rock and 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 505,000 Shares held for the account of Quasar.
(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
the Reporting Person or any other persons identified in response to Item 2.
(d) The Reporting Person ceased to be beneficial owner of more than
five percent of the outstanding Shares on April 19, 1996.
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PAGE 4 OF 9 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney dated April 16, 1996 granted by Mr. George Soros
in favor of Mr. Sean C. Warren.
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PAGE 5 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: April 26, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
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Sean C. Warren
Attorney-in-Fact
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PAGE 6 OF 9 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
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 7 OF 9 PAGES
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
STRUCTURAL DYNAMICS RESEARCH CORPORATION
<TABLE>
<CAPTION>
NATURE OF NUMBER PRICE
FOR THE ACCOUNT OF DATE OF TRANSACTION TRANSACTION OF SHARES PER SHARE
- ------------------ ------------------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quasar International Partners C.V.(1) 2/26/96 Sale 20,000 $31.500
2/26/96 Sale 10,000 31.722
2/26/96 Sale 15,000 31.722
2/27/96 Sale 5,000 30.405
2/27/96 Sale 10,000 30.406
3/7/96 Sale 10,000 33.137
3/7/96 Sale 35,000 33.137
3/20/96 Sale 65,000 34.200
3/20/96 Sale 10,000 34.199
3/25/96 Sale 10,000 33.375
3/26/96 Sale 35,000 32.054
3/28/96 Sale 15,000 33.425
3/28/96 Sale 35,000 33.425
4/4/96 Sale 15,000 36.594
4/4/96 Sale 5,000 36.594
4/8/96 Sale 10,000 33.950
4/18/96 Sale 35,000 32.910
4/19/96 Sale 30,000 32.500
4/23/96 Sale 30,000 33.792
4/24/96 Sale 15,000 33.417
4/25/96 Sale 10,000 33.000
</TABLE>
(1) All transactions listed here were effected at the direction of White Rock.
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PAGE 8 OF 9 PAGES
INDEX OF EXHIBITS
EXHIBIT PAGE
- ------- ----
A Power of Attorney dated April 16, 1996 granted by
Mr. George Soros in favor of Mr. Sean Warren. 9
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PAGE 9 OF 9 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, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management 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 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 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 16th of April, 1996.
/s/ George Soros
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GEORGE SOROS
