<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
BECKMAN INSTRUMENTS, INC
-------------------------------------------
(Name of Issuer)
Common Stock, $.10 Par Value
-------------------------------------------------
(Title of Class of Securities)
075816108
-------------------------------------------------
(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)
November 8, 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 / /. (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.
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: None
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 2 OF 11 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
1,004,085
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
3.46%
14 Type of Reporting Person*
IC, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 3 OF 11 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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,004,085
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,004,085
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,004,085
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
3.46%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 4 OF 11 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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,004,085
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,004,085
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,004,085
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
3.46%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 5 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in his personal capacity and in his capacity as
sole proprietor of SOROS FUND MANAGEMENT)
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 989,985
Shares
Beneficially 8 Shared Voting Power
Owned By 1,004,085
Each
Reporting 9 Sole Dispositive Power
Person 989,985
With
10 Shared Dispositive Power
1,004,085
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,994,070
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.87%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 075815100 PAGE 6 OF 11 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) / /
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 685,530
Shares
Beneficially 8 Shared Voting Power
Owned By 1,004,085
Each
Reporting 9 Sole Dispositive Power
Person 685,530
With
10 Shared Dispositive Power
1,004,085
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,689,615
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
5.82%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
PAGE 7 OF 11 PAGES
This Amendment No. 4 to Schedule 13D relates to shares of
Common Stock, $.10 par value (the "Shares"), of Beckman Instruments, Inc. (the
"Issuer") and further amends the initial statement on Schedule 13D filed on
January 22, 1992 and all amendments thereto (the "Initial Statement"). This
Amendment No. 4 also serves as Amendment No. 2 with respect to Quantum
Industrial Partners LDC, QIH Management Investor, L.P. and QIH Management, Inc.
This Amendment No. 4 is being filed by the Reporting Persons to report a recent
increase in the number of Shares which each of the Reporting Persons may be
deemed to own beneficially as a consequence of recent purchases of Shares.
Reference is made to the Initial Statement, as amended, for certain terms used
herein and not otherwise defined herein. The Initial Statement is hereby
supplementally amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
QI Partners expended approximately $6,516,784 of its working
capital to purchase the Shares which are reported in Item 5(c) as having been
purchased for its account since October 9, 1995 (the date of the last
transaction reflected in the most recent filing on Schedule 13D). Mr. Soros
expended approximately $6,516,784 of his personal funds to purchase the Shares
which are reported in Item 5(c) as having been purchased for his account since
October 9, 1995 (the date of the last transaction reflected in the most recent
filing on Schedule 13D). Winston expended approximately $1,450,585 of its
working capital to purchase the Shares reported in Item 5(c) as having been
purchased for its account since October 9, 1995 (the date of the last
transaction reflected in the most recent filing on Schedule 13D).
QI Partners 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 QI Partners and Mr.
Soros as well as to Winston and Dr. 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 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. Certain of the Shares held by QI Partners have been
transferred to a pledge account as described in Item 6 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares which may be deemed to
be beneficially owned by the Reporting Persons is 2,679,600 (approximately
9.24% of the total number of Shares outstanding).
(i) QI Partners may be deemed the beneficial
owner of 1,004,085 (approximately 3.46% of the total number of Shares
outstanding).
(ii) QIHMI, by reason of the investment authority
it shares with Dr. Chatterjee with respect to the Shares, may be deemed the
beneficial owner of the 1,004,085 Shares held by QI Partners.
(iii) QIH Management, Inc. as the sole general
partner of QIHMI may be deemed a beneficial owner of the 1,004,085 Shares held
by QI Partners.
<PAGE> 8
PAGE 8 OF 11 PAGES
(iv) Mr. Soros may be deemed the beneficial owner
of 1,994,070 Shares (approximately 6.87% of the total number of Shares
outstanding). This number consists of (a) 989,985 Shares held directly by Mr.
Soros and (b) 1,004,085 Shares held by QI Partners of which Mr. Soros, as sole
shareholder of QIH Management, Inc., may be considered a beneficial owner.
(v) Dr. Chatterjee may be deemed the beneficial
owner of 1,689,615 Shares (approximately 5.82% of the total number of Shares
outstanding). This number includes (a) 685,530 Shares held by Winston and (b)
1,004,085 Shares held by QI Partners.
The filing of this statement on a joint basis by QI Partners,
QIHMI, QIH Management, Inc., Mr. Soros and Dr. Chatterjee shall not be
construed as an admission that any of the Reporting Persons other than Dr.
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 or Mr. Soros.
(b) The power to direct the disposition and voting of the
1,004,085 Shares presently owned by QI Partners is shared by Dr. Chatterjee and
QIHMI. Mr. Soros holds the sole power to vote and to direct the disposition of
the 989,985 Shares he holds personally. Dr. 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
685,530 Shares held by Winston.
(c) Except for the transactions listed in Annex A hereto,
there have been no transactions with respect to the Shares since October 9, 1995
(the date of the last transaction reflected in the most recent filing on
Schedule 13D) by any of the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUE
On September 7, 1995, QI Partners executed a Pledge and
Security Agreement (the "Pledge Agreement") pursuant to which QI Partners
agreed to pledge certain types of collateral to secure its obligations under a
revolving credit facility dated as of September 7, 1995 (the "Credit
Agreement") with a syndicate of lenders. In accordance with this Pledge
Agreement, QI Partners pledged to Citibank, N.A., as collateral agent for such
lenders, certain of the Shares; QI Partners is entitled to exercise any and all
voting rights pertaining to the Shares pledged and is entitled to receive any
and all dividends paid in respect of the Shares pledged unless and until the
occurrence of an event of default under the Credit Agreement. Under the terms
of the Pledge Agreement and the Credit Agreement, QI Partners is permitted to
withdraw the Shares from the Pledge Agreement and substitute alternative
collateral to secure its obligations under the Credit Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) 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).
(b) Joint Filing Agreement, dated as of April 15, 1994,
by and among Quantum Industrial Partners LDC, QIH Management, Inc., QIH
Management Investor, L.P., Mr. George Soros and Dr. Chatterjee (filed as
Exhibit D to Amendment No. 2 to the Initial Statement and incorporated herein
by reference).
(c) 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 (filed as Exhibit E to Amendment No. 2 to
the Initial Statement and incorporated herein by reference).
(d) Power of Attorney, dated May 31, 1995, granted by Dr.
Purnendu Chatterjee in favor of Mr. Peter Hurwitz (filed as Exhibit A to
Amendment No. 3 to the Initial Statement and incorporated herein by reference).
<PAGE> 9
PAGE 9 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: November 14, 1995 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Attorney-in-Fact
Date: November 14, 1995 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
General Partner
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Vice President
Date: November 14, 1995 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Vice President
Date: November 14, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Attorney-in-Fact
Date: November 14, 1995 PURNENDU CHATTERJEE
By: /s/ Peter Hurwitz
-------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE> 10
PAGE 10 OF 11 PAGES
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
BECKMAN INSTRUMENTS, INC.
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE
- ------------------ ---------------- TRANSACTION OF SHARES PER SHARE
----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Industrial Partners 10/10/95 Purchase 5,800 31.145
10/11/95 Purchase 28,350 32.310
10/23/95 Purchase 1,100 32.020
10/27/95 Purchase 2,250 32.020
10/27/95 Purchase 585 32.800
10/30/95 Purchase 3,900 33.020
10/31/95 Purchase 36,000 33.185
10/31/95 Purchase 6,200 33.017
11/01/95 Purchase 5,300 33.201
11/01/95 Purchase 3,400 33.185
11/02/95 Purchase 2,250 33.185
11/02/95 Purchase 900 33.145
11/02/95 Purchase 13,500 33.050
11/03/95 Purchase 1,600 33.162
11/06/95 Purchase 7,000 33.854
11/07/95 Purchase 4,500 33.435
11/07/95 Purchase 1,800 33.480
11/08/95 Purchase 11,000 33.185
11/09/95 Purchase 5,600 33.734
11/10/95 Purchase 20,400 33.935
11/10/95 Purchase 11,300 33.795
11/13/95 Purchase 3,300 33.989
11/13/95 Purchase 13,400 34.310
11/13/95 Purchase 4,800 34.171
11/13/95 Purchase 1,800 34.050
George Soros 10/10/95 Purchase 5,800 31.145
10/11/95 Purchase 28,350 32.310
10/23/95 Purchase 1,100 32.020
10/27/95 Purchase 585 32.800
10/27/95 Purchase 2,250 32.020
10/30/95 Purchase 3,900 33.020
10/31/95 Purchase 36,000 33.185
10/31/95 Purchase 6,200 33.017
11/01/95 Purchase 5,300 33.201
11/01/95 Purchase 3,400 33.185
11/02/95 Purchase 2,250 33.185
</TABLE>
<PAGE> 11
PAGE 11 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>
11/02/95 Purchase 900 33.145
11/02/95 Purchase 13,500 33.050
11/03/95 Purchase 1,600 33.162
11/06/95 Purchase 7,000 33.854
11/07/95 Purchase 4,500 33.435
11/07/95 Purchase 1,800 33.480
11/08/95 Purchase 11,000 33.185
11/09/95 Purchase 5,600 33.734
11/10/95 Purchase 20,400 33.935
11/10/95 Purchase 11,300 33.795
11/13/95 Purchase 3,300 33.989
11/13/95 Purchase 13,400 34.310
11/13/95 Purchase 4,800 34.171
11/13/95 Purchase 1,800 34.050
Winston Partners L.P. 10/10/95 Purchase 1,200 31.145
10/11/95 Purchase 6,300 32.310
10/23/95 Purchase 300 32.020
10/27/95 Purchase 500 32.020
10/27/95 Purchase 130 32.800
10/30/95 Purchase 900 33.020
10/31/95 Purchase 8,000 33.185
10/31/95 Purchase 1,400 33.017
11/01/95 Purchase 1,100 33.201
11/01/95 Purchase 700 33.185
11/02/95 Purchase 500 33.185
11/02/95 Purchase 200 33.145
11/02/95 Purchase 3,000 33.050
11/03/95 Purchase 300 33.162
11/06/95 Purchase 1,500 33.854
11/07/95 Purchase 1,000 33.435
11/07/95 Purchase 500 33.480
11/08/95 Purchase 2,500 33.185
11/09/95 Purchase 1,200 33.734
11/10/95 Purchase 4,600 33.935
11/10/95 Purchase 2,600 33.795
11/13/95 Purchase 700 33.989
11/13/95 Purchase 3,000 34.310
11/13/95 Purchase 1,000 34.171
11/13/95 Purchase 500 34.050
</TABLE>
