SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.6)*
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.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 1997
----------------------------
(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 [_].
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 17 Pages
<PAGE>
Page 2 of 17 Pages
SCHEDULE 13D
CUSIP No. 075816108
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*
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
Cayman Islands
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 723,885
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
723,885
11 Aggregate Amount Beneficially Owned by Each Reporting Person
723,885
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
2.55%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 17 Pages
SCHEDULE 13D
CUSIP No. 075816108
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*
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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 723,885
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
723,885
11 Aggregate Amount Beneficially Owned by Each Reporting Person
723,885
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
2.55%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 17 Pages
SCHEDULE 13D
CUSIP No. 075816108
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*
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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 723,885
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
723,885
11 Aggregate Amount Beneficially Owned by Each Reporting Person
723,885
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
2.55%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 17 Pages
SCHEDULE 13D
CUSIP No. 075816108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 723,885
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
723,885
11 Aggregate Amount Beneficially Owned by Each Reporting Person
723,885
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
2.55%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 17 Pages
SCHEDULE 13D
CUSIP No. 075816108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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 710,285
Shares
Beneficially 8 Shared Voting Power
Owned By 723,885
Each
Reporting 9 Sole Dispositive Power
Person 710,285
With
10 Shared Dispositive Power
723,885
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,434,170
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.05%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 17 Pages
SCHEDULE 13D
CUSIP No. 075816108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
STANLEY F. DRUCKENMILLER (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 723,885
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
723,885
11 Aggregate Amount Beneficially Owned by Each Reporting Person
723,885
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
2.55%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 17 Pages
SCHEDULE 13D
CUSIP No. 075816108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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
Delaware
7 Sole Voting Power
Number of 487,130
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 487,130
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
487,130
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.71%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 17 Pages
SCHEDULE 13D
CUSIP No. 075816108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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
Delaware
7 Sole Voting Power
Number of 487,130
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 487,130
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
487,130
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.71%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 17 Pages
SCHEDULE 13D
CUSIP No. 075816108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DR. PURNENDU CHATTERJEE (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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) [x]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 487,130
Shares
Beneficially 8 Shared Voting Power
Owned By 723,885
Each
Reporting 9 Sole Dispositive Power
Person 487,130
With
10 Shared Dispositive Power
723,885
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,015
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
4.26%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 17 Pages
This Amendment No. 6 to Schedule 13D relates to shares of Common
Stock, $0.10 par value per share (the "Shares"), of Beckman Instruments, Inc.
(the "Issuer"). This Amendment No. 6 supplementally amends the initial statement
on Schedule 13D dated January 22, 1992 and all amendments thereto (collectively,
the "Initial Statement") filed by certain of the Reporting Persons (as defined
herein). This Amendment No. 6 is being filed to report that as a result of a
recent disposition of Shares of the Issuer, the number of Shares of which
certain of the Reporting Persons may be deemed the beneficial owners has
decreased by more than one percent of the total outstanding Shares. Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Initial Statement. The Initial Statement is supplementally amended as
follows.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC");
v) George Soros ("Mr. Soros");
vi) Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) Winston Partners, L.P. ("Winston L.P.");
viii) Chatterjee Fund Management, L.P. ("CFM"); and
ix) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
Updated information concerning the officers and directors of QIP and QIHMI is
attached hereto as Annex A and incorporated herein by reference. Updated
information concerning the Managing Directors of SFM LLC is attached hereto as
Annex B and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller may be deemed the beneficial owner of the 723,885 Shares held for
the account of QIP (approximately 2.55% of the total number of Shares
outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of 1,434,170
Shares (approximately 5.05% of the total number of Shares outstanding). This
number consists of (A) 710,285 Shares held for his personal account and (B) the
723,885 Shares held for the account of QIP.
(iii)Each of Winston L.P. and CFM may be deemed the beneficial
owner of the 487,130 Shares currently held for the account of Winston L.P.
(approximately 1.71% of the total number of Shares outstanding).
<PAGE>
Page 12 of 17 Pages
(iv) Dr. Chatterjee may be deemed the beneficial owner of
1,211,015 Shares (approximately 4.26% of the total number of Shares
outstanding). This number consists of (A) 487,130 Shares held for the account of
Winston L.P. and (B) 723,885 Shares held for the account of QIP.
(b) (i) Each of QIP, QIHMI, QIH Management, SFM LLC (by virtue of the
QIP contract), Mr. Soros (as result of his position with SFM LLC), Mr.
Druckenmiller (as a result of his position with SFM LLC) and Dr. Chatterjee (as
a result of his position as a sub-investment advisor to QIP with respect to the
Shares) may be deemed to have the shared power to direct the voting and
disposition of the 723,885 Shares held for the account of QIP.
(ii) Mr. Soros has the sole power to vote and dispose of the
710,285 Shares held for his personal account.
(iii)Each of Winston L.P., CFM, as the sole general partner of
Winston L.P. and Dr. Chatterjee, as the sole general partner of CFM, may be
deemed to have the sole power to direct the voting and disposition of the
487,130 Shares held for the account of Winston L.P.
(c) Except for the transactions disclosed on Annex C hereto, all
of which were effected on the New York Stock Exchange in routine brokerage
transactions, there have been no transactions with respect to the Shares since
October 24, 1997 (the date of filing of the last statement on Schedule 13D) by
any of the Reporting Persons.
(d) (i) The shareholders of QIP, including Quantum Industrial
Holdings Ltd., a British Virgin Islands international business company, have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, securities, including the Shares, held for the account of QIP in accordance
with their ownership interests in QIP.
(ii) Mr. Soros has the sole right to participate in the receipt
of dividends from, or proceeds from the sale of, securities (including the
Shares) held for his personal account.
(iii)The partners of Winston L.P. have the right to participate
in the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held for the account of Winston L.P. in accordance with
their partnership interests in Winston L.P.
(e) Not applicable.
Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial
ownership of any Shares not held directly for the account of QIP. Mr. Soros
expressly disclaims beneficial ownership of any Shares not held directly for his
personal account and the account of QIP. Each of QIP, QIHMI and QIH Management
expressly disclaims beneficial ownership of any Shares not held directly for the
account of QIP. Each of Winston L.P. and CFM expressly disclaims beneficial
ownership of any Shares not held directly for the account of Winston L.P. Dr.
Chatterjee expressly disclaims beneficial ownership of any Shares not held
directly for the accounts of QIP and Winston L.P.
<PAGE>
Page 13 of 17 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 23, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its Sole General Partner
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Vice President
QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 14 of 17 Pages
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
its General Partner
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 15 of 17 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curacao,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Administrative services Citco Building
Limited Wickhams Cay
Secretary Road Town
(British Virgin Islands) Tortola
British Virgin Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Gary Gladstein Managing Director of 888 Seventh Avenue
Director and President SFM LLC 33rd Floor
(United States) New York, New York 10106
Sean C. Warren Managing Director of 888 Seventh Avenue
Director, Vice President SFM LLC 33rd Floor
and Secretary New York, New York 10106
(United States)
Peter Streinger Chief Financial Officer 888 Seventh Avenue
Treasurer of SFM LLC 33rd Floor
(United States) New York, New York 10106
Michael C. Neus Assistant General 888 Seventh Avenue
Vice President and Counsel of SFM LLC 33rd Floor
Assistant Secretary New York, New York 10106
(United States)
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 16 of 17 Pages
ANNEX B
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
David Gerstenhaber
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
John Zwaanstra
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
<TABLE>
<CAPTION>
Page 17 of 17 Pages
ANNEX C
RECENT TRANSACTIONS IN THE COMMON STOCK OF
BECKMAN INSTRUMENTS, INC.
Number
Date of Nature of of Price Per
For the Account of Transaction Transaction Shares Share
- ------------------ ----------- ----------- ------ ---------
<S> <C> <C> <C> <C>
QIP/1/ 12/16/97 SELL 15,000 41.9380
12/16/97 SELL 42,700 41.9380
12/17/97 SELL 21,400 41.9380
12/17/97 SELL 6,100 41.9920
12/19/97 SELL 28,000 41.1780
12/19/97 SELL 37,500 41.1780
12/22/97 SELL 3,700 41.9380
12/23/97 SELL 25,500 41.8013
12/23/97 SELL 700 42.0200
Winston L.P./2/ 12/16/97 SELL 11,200 41.9380
12/16/97 SELL 28,400 41.9380
12/16/97 SELL 300 41.9260
12/17/97 SELL 7,400 41.9380
12/17/97 SELL 4,200 41.9390
12/17/97 SELL 2,800 41.9370
12/17/97 SELL 2,300 41.9920
12/17/97 SELL 1,700 41.9920
12/19/97 SELL 6,700 41.1780
12/19/97 SELL 2,500 41.1780
12/19/97 SELL 1,800 41.1780
12/19/97 SELL 14,000 41.1780
12/19/97 SELL 4,900 41.1780
12/19/97 SELL 13,900 41.1780
12/22/97 SELL 500 41.9380
12/22/97 SELL 2,000 41.9380
12/23/97 SELL 17,100 41.8013
Mr. Soros 12/16/97 SELL 43,200 41.9380
12/16/97 SELL 13,800 41.9380
12/17/97 SELL 6,100 41.9920
12/17/97 SELL 21,300 41.9380
12/19/97 SELL 37,900 41.1780
12/19/97 SELL 37,500 41.1780
12/22/97 SELL 3,800 41.9380
12/23/97 SELL 25,400 41.8013
- --------
1 Transactions effected at the direction of SFM LLC.
2 Transactions effected at the direction of CFM.
</TABLE>
