<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BECKMAN INSTRUMENTS, INC.
----------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 Par Value
----------------------------------------------------------------
(Title of Class of Securities)
075815100
-----------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
65 East 55th Street
New York, New York 10022
(212) 872-1000
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 6, 1994
---------------------------------------
(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)
Continued on following page(s)
Page 1 of 23 Pages
Exhibit Index: Page 18
- -----------------------------
* Initial filing with respect to Quantum Industrial Partners LDC, QIH
Management Investor, L.P. and QIH Management, Inc.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 2 OF 23 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
616,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
2.1%
14 Type of Reporting Person*
IC, OO
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 3 OF 23 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 616,800
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
616,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
616,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
2.1%
14 Type of Reporting Person*
IA;PN
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 4 OF 23 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 616,800
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
616,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
616,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
2.1%
14 Type of Reporting Person*
CO
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 5 OF 23 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
AF, PF
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 602,800
Shares
Beneficially 8 Shared Voting Power
Owned By 616,800
Each
Reporting 9 Sole Dispositive Power
Person 602,800
With
10 Shared Dispositive Power
616,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
4.2%
14 Type of Reporting Person*
IA; IN
<PAGE> 6
Page 6
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 6 OF 23 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds*
AF, PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /x/
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 599,100
Shares
Beneficially 8 Shared Voting Power
Owned By 616,800
Each
Reporting 9 Sole Dispositive Power
Person 599,100
With
10 Shared Dispositive Power
616,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,215,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
4.2%
14 Type of Reporting Person*
IA; IN
<PAGE> 7
Page 7
This Amendment No. 2 to Schedule 13D relates to the Shares (the
"Shares") of Common Stock, par value $.10 per share, issued by Beckman
Instruments, Inc. (the "Issuer"). The address of the of the principal
executive offices of the Issuer is 2500 Harbor Boulevard, Fullerton, California
92634. This Amendment No. 2 further amends the initial statement on Schedule
13D filed on January 22, 1992 (the "Initial Statement") and is being filed to
report a recent transfer of Shares previously acquired by one of the Reporting
Persons for the account of one of its institutional clients to a newly-formed
institutional client managed by a newly-formed affiliate of such Reporting
Person. This statement constitutes an initial statement for the newly-formed
entities, as more fully set forth herein.
This Amendment No. 2 contains information that has previously been
reported in the Initial Statement and prior amendments thereto, because this
Amendment No. 2 is the first such amendment to be filed by the Reporting
Persons through EDGAR.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of:
(1) Quantum Industrial Partners LDC, a Cayman Islands limited
duration company ("QI Partners");
(2) QIH Management Investor, L.P., an investment advisory firm
organized as a Delaware limited partnership ("QIHMI");
(3) QIH Management, Inc., a Delaware corporation and sole general
partner of QIHMI;
(4) Mr. George Soros in his personal capacity and in his capacity
as sole shareholder of QIH Management, Inc., the sole general partner of QIHMI
("Mr. Soros"); and
(5) Mr. Purnendu Chatterjee ("Mr. Chatterjee") in his capacity as
Sub-Advisor to QI Partners and in his capacity as sole general partner of
Chatterjee Fund Management, L.P. which is the sole general partner of Winston
Partners, L.P. ("Winston")
(the "Reporting Persons").
The Reporting Persons
Quantum Industrial Partners LDC
This statement relates to Shares originally acquired at the direction
of Soros Fund Management ("SFM") for the account of Quantum Fund N.V., a mutual
fund principally engaged in investment and trading in securities and other
assets ("Quantum Fund"). As of August 1, 1993, Quantum Fund's entire position
in the Issuer was transferred to a newly-formed operating subsidiary, Quantum
Partners LDC, a Cayman Islands limited duration company ("Quantum Partners" and
together with Quantum Fund, "Quantum"). As of April 6, 1994, all of the Shares
held for the account of Quantum Partners were transferred to QI Partners, a
newly-formed Cayman Islands limited duration company of which a majority of the
outstanding shares are held by Quantum Industrial Holdings Limited, a
newly-formed British Virgin Islands international business company ("Quantum
Industrial" and together with QI Partners, the "Quantum Industrial Entities").
The principal business of QI Partners 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 QI Partners. The principal office of the Quantum Industrial
Entities is located at Kaya Flamboyan 9, Curacao, Netherlands Antilles.
Current information concerning the
<PAGE> 8
Page 8
identity and background of the directors and officers of the Quantum Industrial
Entities is set forth in Annex A hereto, which is incorporated herein by
reference in response to this Item 2.
During the past five years, neither of the QI Industrial Entities has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which any one of them 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.
QIHMI, QIH Management, Inc. and Mr. Soros
QIHMI, a Delaware limited partnership and an affiliate of SFM, holds
the remaining outstanding shares of, and, pursuant to the constituent documents
of QI Partners, is vested with investment discretion with respect to the
portfolio assets held for the account of, QI Partners. However, any proposed
investment in excess of $30 million is subject to the approval of the
investment advisory committee of QI Partners, currently comprised of two
individuals, Mr. Kenneth G. Langone and Mr. Paul Soros. QIHMI, by reason of
such investment discretion, may be considered a beneficial owner of securities
held by QI Partners (including the Shares) for purposes of Section 13(d) of the
Securities Exchange Act of 1934 (the "1934 Act").
The principal business of QIHMI is to provide management and advisory
services to, and to invest in, QI Partners. The sole business of QIH
Management, Inc., of which Mr. Soros is the sole shareholder, is to serve as
the sole general partner of QIHMI. QIH Management Inc., as the sole general
partner of QIHMI, and Mr. Soros, as the sole shareholder of QIH Management,
Inc., a Delaware corporation and the sole general partner of QIHMI, may also be
deemed beneficial owners of securities held by QI Partners (including the
Shares) for purposes of Section 13(d) of the 1934 Act. QIHMI has the authority
to delegate portions of the investment program of QI Partners to sub-advisors.
QIHMI and QIH Management, Inc. have their principal offices at 888 Seventh
Avenue, New York, New York 10106.
Mr. Soros is the sole shareholder and the person ultimately in control
of QIH Management, Inc. The principal occupation of Mr. Soros is his
direction of the activities of QIH and SFM which is carried out at their
principal offices located at 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of QIHMI, QIH Management, Inc. nor
Mr. Soros has been (a) convicted in a criminal proceeding, or (b) a party to
any civil proceeding as a result of which any one of them 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. Current information
concerning the identity and background of the directors and officers of QIH
Management, Inc. is set forth in Annex B hereto, which is incorporated herein
by reference. Current information concerning the identity and background of
the Managing Directors of SFM is set forth in Annex C hereto, which is
incorporated herein by reference.
Winston, Chatterjee Fund Management and Mr. Chatterjee
Winston is a private investment fund principally engaged in
investments in securities and other investments. The principal office of
Winston is located at 888 Seventh Avenue, New York New York, 10106. During the
past five years, Winston has not been: (a) convicted in a criminal proceeding;
or (b) a party to any civil proceeding as a result of which either 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.
The sole business purpose of Chatterjee Fund Management, L.P. is to
serve as the sole general partner of Winston. The principal office of
Chatterjee Fund Management, L.P. is located at 888 Seventh Avenue, New
<PAGE> 9
Page 9
York, New York 10106. During the past five years, Chatterjee Fund Management,
L.P. has not been: (a) convicted in a criminal proceeding; or (b) a party to
any civil proceeding as a result of which either 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.
The principal occupation of Mr. Purnendu Chatterjee, a United States
citizen, is as an investment manager. Mr. Chatterjee is the sole general
partner of Chatterjee Fund Management, L.P., the sole general partner of
Winston. The business address where Mr. Chatterjee conducts his business
activities is 888 Seventh Avenue, New York, New York 10106.
On January 13, 1993, the Securities and Exchange Commission (the
"Commission") filed a civil complaint in the United States District Court for
the District of Massachusetts against certain defendants, including Mr.
Chatterjee, wherein the Commission alleged that Mr. Chatterjee engaged in
conduct in violation of, or aided and abetted certain alleged violations of,
Sections 10(b) and 14(e) of the 1934 Act and certain rules promulgated
thereunder. Mr. Chatterjee settled the Commission's action on the same date it
was filed without admitting or denying the allegations of the complaint. Mr.
Chatterjee consented to the entry of a Final Judgment restraining and enjoining
him from, inter alia, violating, or aiding and abetting violations of, Sections
10(b) and 14(e) of the 1934 Act and the rules promulgated thereunder. Mr.
Chatterjee also agreed to pay a civil penalty of $643,855. During the past
five years, Mr. Chatterjee, has not been convicted in any criminal proceeding.
Pursuant to regulations promulgated under Section 13(d) of the 1934
Act, Mr. Chatterjee (as the sole general partner of Chatterjee Fund Management,
L.P. and the person ultimately in control of Winston, and Chatterjee Fund
Management, L.P. (as sole general partner of Winston) may be deemed a
"beneficial owner" of securities, including the Shares, held by Winston.
Effective as of April 6, 1994, Mr. Chatterjee was appointed by QIHMI
as a sub-advisor of QI Partners with respect to the Shares of the Issuer
currently reported as being held for the account of QI Partners. Pursuant to
the regulations promulgated under Section 13(d) of the 1934 Act, Mr. Chatterjee
as a sub-advisor of QI Partners with respect to the Shares held for the account
of QI Partners may be deemed a "beneficial owner" of such Shares.
Mr. Chatterjee has also provided advice to Mr. Soros relating to his
personal investment in Shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares were transferred by Quantum Partners to QI Partners
at an aggregate price equal to $15,805,500.00, in exchange for shares of QI
Partners, which were issued as part of the "Quantum Industrial Distribution"
(as described in Item 6 hereof).
Quantum and Mr. Soros purchased the Shares through, and QI
Partners holds them in, margin accounts maintained for each of them with
Arnhold and S. Bleichroeder, Inc., which extends margin credit to Quantum, QI
Partners and Mr. Soros as well as to Winston and Mr. Chatterjee as and when
required to open or carry positions in their respective margin accounts,
subject to applicable Federal margin regulations, stock exchange rules and the
firm's credit policies. The positions held in the margin accounts, including
the Shares, may from time to time be pledged as collateral security for the
repayment of debit balances in the account.
ITEM 4. PURPOSE OF TRANSACTION.
QI Partners acquired the Shares from Quantum Partners as part
of the Quantum Industrial Distribution. None of the Reporting Persons has any
plans or proposals that relate to or would result in any
<PAGE> 10
Page 10
change in the business, policies, management, structure or capitalization of
the Issuer. 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 their general investment
and trading policies, market conditions or other factors. From time to time
the Reporting Persons may engage in discussions with other major shareholders
of the Issuer with respect to current and future performance of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares beneficially owned by the
Reporting Persons is 1,818,700 (approximately 6.3% of the total number of
Shares outstanding).
i) QI Partners is the beneficial owner of 616,800
(approximately 2.1% of the total number of Shares outstanding).
ii) QIHMI, by reason of the investment authority it
shares with Mr. Chatterjee with respect to the Shares, may be deemed the
beneficial owner of the 616,800 Shares held by QI Partners.
iii) QIH Management, Inc. as the sole general partner of
QIHMI may be deemed a beneficial owner of the 616,800 Shares held by QI
Partners.
iv) Mr. Soros may be deemed the beneficial owner of
1,219,600 Shares (approximately 4.2% of the total number of Shares
outstanding). This number consists of (a) 602,800 Shares owned directly by Mr.
Soros and (b) 616,800 Shares owned by QI Partners of which Mr. Soros, as sole
shareholder of QIH Management, Inc., may be considered a beneficial owner.
v) Mr. Chatterjee may be deemed the beneficial owner of
1,219,900 Shares (approximately 4.2%) of the total number of Shares
outstanding). This number includes (a) 599,100 Shares owned by Winston and (b)
the 616,800 Shares owned by QI Partners.
The filing of this statement on a joint basis by QI Partners,
QIHMI, QIH Management, Inc. Mr. George Soros and Mr. Chatterjee shall not be
construed as an admission that any of the Reporting Persons other than Mr.
Chatterjee is the beneficial owner of any Shares held or to be held for the
accounts of Chatterjee Fund Management, L.P. or Winston nor that Chatterjee Fund
Management, L.P. or Winston is the beneficial owner of Shares held for the
account of QI Partners.
(b) The power to direct the disposition and voting of the 616,800
Shares presently owned by QI Partners is shared by Mr. Chatterjee and QIHMI.
Mr. Soros holds the sole power to vote and to direct the disposition of the
602,800 shares he hold personally. Mr. Chatterjee, as the sole general partner
of Chatterjee Fund Management, L.P., which is the sole general partner of
Winston, has the sole power to vote and to direct the disposition of the
599,100 Shares held by Winston.
(c) Except for the transfer of Shares previously held by Quantum
Partners to QI Partners, there have been no transactions with respect to the
Shares since February 14, 1994, 60 days prior to the date hereof, by any of the
Reporting Persons.
(d) The shareholders of the Quantum Industrial Entities have the
right to participate in the receipt of dividends from, or proceeds from the
sale of, securities held by the Quantum Industrial Entities (including the
Shares) in accordance with their share ownership interests in the respective
Quantum Industrial Entities. The partners of Winston have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held by Winston (including the Shares) in accordance with their
partnership interests in Winston.
<PAGE> 11
Page 11
(e) As of August 1, 1993, Quantum Fund ceased to be a beneficial
owner of Shares within the meaning of Section 13(d) of the 1934 Act, although
it continued to have an indirect interest therein through its ownership of
shares in Quantum Partners. On April 6, 1994, Quantum Partners and SFM ceased
to be "beneficial owners" of Shares within the meaning of Section 13(d) of the
1934 Act.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On April 6, 1994, Quantum Fund N.V., the principal shareholder
of Quantum Partners, and three other investment funds managed by SFM
(collectively, the "Quantum Group of Funds"), paid distributions to their
respective shareholders (the "Quantum Industrial Distribution"). Such
shareholders were given the option of receiving their distribution either in
cash, in shares of Quantum Industrial or in shares of another new fund. In
connection with the Quantum Industrial Distribution, Quantum Partners
transferred to QI Partners various portfolio positions, including the Shares,
identified by SFM as being suitable for the investment program to be conducted
by QI Partners in exchange for shares of QI Partners. Such shares of QI
Partners were simultaneously exchanged by Quantum Partners for shares of
Quantum Industrial, and such shares of Quantum Industrial were among those
distributed by the Quantum Group of Funds to those of its shareholders who had
elected to receive such shares in lieu of a cash distribution.
Except as otherwise indicated in this statement, the Reporting
Persons do not have any contracts, arrangements, understanding or relationships
with respect to any securities of this Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(A) Joint Filing Agreement, dated as of January 20, 1993, by and
among Quantum Fund N.V. and Mr. George Soros and Mr. Purnendu
Chatterjee (filed as Exhibit A to the Initial Statement and
incorporated herein by reference).
(B) Power of Attorney, dated January 18, 1993, granted by Quantum
Fund N.V. in favor of Mr. Sean C. Warren (filed as Exhibit B
to the Initial Statement and incorporated herein by
reference).
(C) Power of Attorney dated December 11, 1991 granted by George
Soros in favor of Mr. Sean C. Warren (filed as Exhibit C to
the Initial Statement and incorporated herein by reference).
(D) Joint Filing Agreement, dated as of April 15, 1994, by and
among Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Mr. George Soros and Mr.
Chatterjee.
(E) Power of Attorney (and related resolutions), dated April 7,
1994, granted by Quantum Industrial Partners LDC in favor of
George Soros, Gary Gladstein and Sean Warren.
<PAGE> 12
Page 12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: April 15, 1994 QUANTUM FUND N.V.
By: /s/ Sean C. Warren
---------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc. General
Partner
By: /s/ Sean C. Warren
----------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
---------------------------------
Sean C. Warren
Vice President
GEORGE SOROS
By: /s/ Sean C. Warren
---------------------------------
Sean C. Warren
Attorney-in-Fact
/s/ Purnendu Chatterjee
---------------------------------------
PURNENDU CHATTERJEE
<PAGE> 13
Page 13
SIGNATURES
(cont'd)
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: April 15, 1994 QUANTUM FUND N.V.
By: /s/ Sean C. Warren
----------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE> 14
Page 14
ANNEX A
DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL PARTNERS LDC
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. corporations Curacao,
Managing Director Netherlands Antilles
(Netherlands Antilles)
</TABLE>
<TABLE>
INVESTMENT ADVISORY COMMITTEE OF QUANTUM INDUSTRIAL PARTNERS LDC
<S> <C> <C>
Kenneth G. Langone Managing Director of 375 Park Avenue
Advisor Invemed Associates, Inc. New York, New York 10152
(United States) U.S.A.
Paul Soros Engineer 485 Fifth Avenue
Advisor New York, New York 10017
(United States) U.S.A.
</TABLE>
<PAGE> 15
Page 15
DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL HOLDINGS LIMITED
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. corporations Curacao,
Managing Director Netherlands Antilles
(Netherlands Antilles)
Alberto Foglia Principal of Banca del Ceresio Via Pretorio 13
Member of Board of 6901 Lugano
Advisors Switzerland
(Switzerland)
Richard Katz Investment Banker Villa La Sirena
Chairman of Board of Vico dell'Olivetta 12
Advisors 18097 Mortola Inferiore
(United Kingdom) Ventimiglia
Italy
Kenneth G. Langone Managing Director of 375 Park Avenue
Member of Board of Invemed Associates, Inc. New York, New York 10152
Advisors U.S.A.
(United States)
Beat Notz Principal of Notz, Stucki & Cie 98, rue de Saint-Jean
Member of Board of 1211 Geneva
Advisors Switzerland
(France)
Edgar D. de Picciotto Chief Executive Office of 96-98, rue du Rhone
Member of Board of CBI-TDB 1211 Geneva
Advisors Union Bancaire Privee Switzerland
(Switzerland)
</TABLE>
During the past five years, none of the persons named above has been: (a)
convicted in a criminal proceeding; or (b) a party to any civil proceeding as a
result of which any of 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
violation with respect to such laws.
<PAGE> 16
Page 16
ANNEX B
DIRECTORS AND OFFICERS OF QIH MANAGEMENT, INC.
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
<C> <C> <C>
Gary Gladstein Managing Director of Soros Fund 888 Seventh Avenue
Director, Management New York, New York
President U.S.A.
(United States)
Sean Warren Managing Director of Soros 888 Seventh Avenue
Director, Fund Management New York, New York
Vice President, Secretary U.S.A.
(United States)
Peter Streinger Chief Accountant of Soros Fund 888 Seventh Avenue
Treasurer Management New York, New York
(United States) U.S.A.
</TABLE>
During the past five years, none of the persons named above has been: (a)
convicted in a criminal proceeding; or (b) a party to any civil proceeding as a
result of which any of 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
violation with respect to such laws.
<PAGE> 17
Page 17
ANNEX C
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 A. Johnson
Donald H. Krueger
Elizabeth Larson
Gerard Manolovici
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Robert M. Raiff
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 of 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
violation with respect to such laws.
<PAGE> 18
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INDEX OF EXHIBITS
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EXHIBIT PAGE
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D Joint Filing Agreement dated as of April 15, 1994, by and 19
among Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Mr. George Soros and Mr.
Purnendu Chatterjee.
E Power of Attorney (and related resolutions), dated April 7, 20
1994, granted by Quantum Industrial Partners LDC in favor of
George Soros, Gary Gladstein and Sean Warren
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EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Beckman Instruments, Inc. dated April 15, 1994
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: April 15, 1994 QUANTUM FUND N.V.
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
General Partner
By: /s/ Sean C. Warren
-----------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
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Sean C. Warren
Vice President
GEORGE SOROS
By: /s/ Sean C. Warren
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Sean C. Warren
Attorney-in-Fact
/s/ Purnendu Chatterjee
PURNENDU CHATTERJEE
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EXHIBIT E
QUANTUM INDUSTRIAL PARTNERS LDC
(A CAYMAN ISLANDS EXEMPTED LIMITED DURATION COMPANY)
RESOLUTIONS ADOPTED BY THE SOLE DIRECTOR
The Sole Director of QUANTUM INDUSTRIAL PARTNERS LDC (the
"Company"), a Cayman Islands exempted limited duration company, hereby adopts
the following resolutions:
RESOLVED, that the Company appoint and empower George Soros, Gary
Gladstein and Sean Warren or any one of them, acting singly and not
jointly, as its true and lawful attorneys-in-fact (the
"Attorneys-in-Fact") for the purpose of executing and delivering, in
the name and on behalf of the Company, all documents required to be
filed with the Securities and Exchange Commission pursuant to Section
13(d) or 16(a) of the Securities Exchange Act of 1934 in connection
with the beneficial ownership by the Company of any securities of
BECKMAN INSTRUMENTS, INC, including, without limitation: (1)
acquisition statements on Schedule 13D and/or Schedule 13G and any
amendments thereto, (2) any joint filing agreements among the Company,
QIH Management Investor, L.P. and/or George Soros (together with such
other persons as may be designated by the Attorneys-in-Fact) pursuant
to SEC Rule 13d-1(f), (3) any Initial Statements of Beneficial
Ownership on Form 3, (4) any Statements of Changes in Beneficial
Ownership on Form 4 and (5) any Annual Statement of Changes in
Beneficial Ownership on Form 5; and further
RESOLVED, that the Company direct the Attorneys-in-Fact, or any one of
them, acting singly and not jointly, to take such actions and to
complete, execute and deliver any agreements, deeds, instruments,
receipts, certificates and other documents, which he in his sole
discretion deems necessary or advisable to carry the foregoing
resolution into effect, and that any and all past acts by such
Attorneys-in-Fact in furtherance of the foregoing be, and they hereby
are, ratified and confirmed; and further
RESOLVED, that the Managing Director of the Company be, and it hereby
is, authorized to sign and affix the seal of the Company to the Power
of Attorney.
IN WITNESS WHEREOF, the undersigned has set its hand this 7th day of April,
1994.
QUANTUM INDUSTRIAL PARTNERS LDC
/s/ J.H.F. Grootjen/B.H. Jansen
--------------------------------
Curacao Corporation Company N.V.
Sole Director
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QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned QUANTUM INDUSTRIAL
PARTNERS LDC (the "Company"), a Cayman Islands exempted limited duration
company does, pursuant to a duly adopted resolution of its sole director,
hereby designate, constitute and appoint:
GEORGE SOROS, GARY GLADSTEIN AND SEAN WARREN
each with a business address at QIH Management Investor, L.P., 888 Seventh
Avenue, New York, NY, or any one of them, acting singly and not jointly, as its
true and lawful agents and attorneys-in-fact for the purpose of executing and
delivering, in the name and on behalf of the Company, all documents required to
be filed with the Securities and Exchange Commission pursuant to Section 13(d)
or 16(a) of the Securities Exchange Act of 1934 in connection with the
beneficial ownership by the Company of any securities of Beckman Instruments,
Inc. including, without limitation: (1) acquisition statements on Schedule 13D
and/or Schedule 13G and any amendments thereto, (2) any joint filing agreements
among the Company, QIH Management Investor, L.P. and/or George Soros (together
with such other persons as may be designated by the attorneys-in-fact) pursuant
to SEC Rule 13d-1(f), (3) any Initial Statements of Beneficial Ownership on
Form 3, (4) any Statements of Changes in Beneficial Ownership on Form 4 and (5)
any Annual Statement of Changes in Beneficial Ownership on Form 5.
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.
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The Common Seal of QUANTUM INDUSTRIAL )
PARTNERS LDC was hereunto affixed by )
)
---------------------------- )
for and on behalf of QUANTUM )
INDUSTRIAL PARTNERS LDC, in the )
presence of: ) Per: /s/ J.H.F. Grootjen/B.H. Jansen
) ------------------------------
/s/ E. A. Angila-Vried )
---------------------------------- )
Witness
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PROBATE
BE IT REMEMBERED that on this 12th day of April, 1994 before me the
undersigned, a Notary Public in and for the Netherlands Antilles personally
came and appeared one Edselyne A. Angila-Vriend an attesting witness to the due
execution of the within Power of Attorney who being by me duly sworn made oath
and said that he/she was present and did see the Common Seal of QUANTUM
INDUSTRIAL PARTNERS LDC affixed to the within Power of Attorney by Mr. J.H.F.
Grootjen/Mr. B.H. Jansen for and on behalf of Curacao Corporation Company N.V.,
the sole director of QUANTUM INDUSTRIAL PARTNERS LDC and did see the said
person sign the within power of Attorney and deliver the same on behalf of the
said QUANTUM INDUSTRIAL PARTNERS LDC for the purposes therein mentioned.
/s/ E. Angila /s/ Gerard Christoffel Antonius Smeets
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Witness Notary Public in and for
the Netherlands Antilles
E:\MMH\SEC\BECKMAN.N02
