<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
October 5, 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 15 Pages
Exhibit Index: Page 14
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 075816108 PAGE 2 OF 15 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
808,050
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
2.79%
14 Type of Reporting Person*
IC, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 075816108 PAGE 3 OF 15 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 808,050
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
808,050
11 Aggregate Amount Beneficially Owned by Each Reporting Person
808,050
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
2.79%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 075816108 PAGE 4 OF 15 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 808,050
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
808,050
11 Aggregate Amount Beneficially Owned by Each Reporting Person
808,050
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
2.79%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 075816108 PAGE 5 OF 15 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 793,950
Shares
Beneficially 8 Shared Voting Power
Owned By 808,050
Each
Reporting 9 Sole Dispositive Power
Person 793,950
With
10 Shared Dispositive Power
808,050
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,602,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
5.52%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 075816108 PAGE 6 OF 15 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 641,900
Shares
Beneficially 8 Shared Voting Power
Owned By 808,050
Each
Reporting 9 Sole Dispositive Power
Person 641,900
With
10 Shared Dispositive Power
808,050
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,950
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
5.0%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Page 7
This Amendment No. 3 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. 3 also serves as Amendment No. 1 with respect to Quantum
Industrial Partners LDC, QIH Management Investor, L.P. and QIH Management, Inc.
This Amendment No. 3 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 beneficially own 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 2. IDENTITY AND BACKGROUND.
Updated information concerning the identity 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
QI Partners expended $5,848,161.32 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. Mr. Soros expended $5,845,155.32 of
his personal funds to purchase the Shares which are reported in Item 5(c) as
having been purchased for his account during the past 60 days. Winston
expended $1,242,855.88 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.
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares beneficially owned by
the Reporting Persons is 2,243,900 (approximately 7.73% of the total number of
Shares outstanding).
(i) QI Partners may be deemed the beneficial
owner of 808,050 (approximately 2.79% 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 808,050 Shares held by QI Partners.
(iii) QIH Management, Inc. as the sole general
partner of QIHMI may be deemed a beneficial owner of the 808,050 Shares held by
QI Partners.
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Page 8
(iv) Mr. Soros may be deemed the beneficial owner
of 1,602,000 Shares (approximately 5.52% of the total number of Shares
outstanding). This number consists of (a) 793,950 Shares owned directly by Mr.
Soros and (b) 808,050 Shares owners 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 1,449,950 Shares (approximately 5.0%) of the total number of Shares
outstanding). This number includes (a) 641,900 Shares owned by Winston and (b)
the 808,050 Shares owned 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
808,050 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 793,950 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
641,900 Shares held by Winston.
(c) Except for the transactions listed in Annex B hereto,
there have been no transactions with respect to the Shares since August 11,
1995, 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.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
Dr. Chatterjee has reached an understanding with Mr. Soros
pursuant to which Dr. Chatterjee will furnish to Mr. Soros recommendations
concerning transactions in the Shares. It is contemplated by Mr. Soros that
Dr. Chatterjee will share in any profits and losses on Shares held for the
account of Mr. Soros. Except as otherwise indicated above, the Reporting
Persons do 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 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).
<PAGE> 9
Page 9
(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.
<PAGE> 10
Page 10
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: October 10, 1995 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Attorney-in-Fact
Date: October 10, 1995 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
General Partner
By: /s/ Sean C. Warren
--------------------------
Sean C. Warren
Vice President
Date: October 10, 1995 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Vice President
Date: October 10, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
-------------------------------
Sean C. Warren
Attorney-in-Fact
Date: October 10, 1995 PURNENDU CHATTERJEE
By: /s/ Peter Hurwitz
-------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE> 11
Page 11
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> 12
Page 12
ANNEX B
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 09/27/95 Purchase 22,100 29.797
09/27/95 Purchase 450 29.520
09/28/95 Purchase 7,700 30.060
09/29/95 Purchase 28,100 30.310
10/02/95 Purchase 3,000 30.230
10/03/95 Purchase 43,000 30.797
10/03/95 Purchase 2,900 30.250
10/03/95 Purchase 1,700 30.185
10/03/95 Purchase 400 30.560
10/04/95 Purchase 3,800 30.645
10/05/95 Purchase 40,100 30.685
10/05/95 Purchase 8,100 30.749
10/06/95 Purchase 800 30.770
10/09/95 Purchase 5,100 31.020
10/09/95 Purchase 8,200 31.185
10/09/95 Purchase 15,800 31.167
George Soros 09/27/95 Purchase 22,100 29.797
09/27/95 Purchase 450 29.520
09/28/95 Purchase 7,600 30.060
09/29/95 Purchase 28,100 30.310
10/02/95 Purchase 3,000 30.230
10/03/95 Purchase 1,700 30.185
10/03/95 Purchase 400 30.560
10/03/95 Purchase 43,000 30.797
10/03/95 Purchase 2,900 30.250
10/04/95 Purchase 3,800 30.645
10/05/95 Purchase 40,100 30.685
10/05/95 Purchase 8,100 30.749
10/06/95 Purchase 800 30.770
10/09/95 Purchase 5,100 31.020
10/09/95 Purchase 8,200 31.185
10/09/95 Purchase 15,800 31.167
Winston Partners L.P. 9/27/95 Purchase 4,900 29.797
9/27/95 Purchase 100 29.520
9/28/95 Purchase 1,700 30.060
9/29/95 Purchase 6,300 30.310
10/02/95 Purchase 600 30.230
</TABLE>
<PAGE> 13
Page 13
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE
- ------------------ ---------------- TRANSACTION OF SHARES PER SHARE
----------- --------- ---------
<S> <C> <C> <C> <C>
10/03/95 Purchase 9,600 30.797
10/03/95 Purchase 700 30.250
10/03/95 Purchase 400 30.185
10/03/95 Purchase 200 30.560
10/04/95 Purchase 800 30.645
10/05/95 Purchase 9,100 30.685
10/05/95 Purchase 1,800 30.749
10/06/95 Purchase 200 30.770
10/09/95 Purchase 1,100 31.020
10/09/95 Purchase 1,900 31.185
10/09/95 Purchase 3,400 31.167
</TABLE>
<PAGE> 14
Page 14
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
A Power of Attorney, dated May 31, 1995, granted by
Purnendu Chatterjee in favor of Mr. Peter Hurwitz. 15
</TABLE>
<PAGE> 1
Page 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ 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 31st day of May, 1995.
/s/ Purnendu Chatterjee
-----------------------------
PURNENDU CHATTERJEE
