SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.7)*
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)
January 15, 1998
--------------------
(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 516,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
516,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
516,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.82%
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 516,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
516,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
516,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.82%
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 516,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
516,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
516,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.82%
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 516,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
516,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
516,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.82%
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 513,885
Shares
Beneficially 8 Shared Voting Power
Owned By 516,485
Each
Reporting 9 Sole Dispositive Power
Person 513,885
With
10 Shared Dispositive Power
516,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,030,370
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.63%
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 516,485
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
516,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
516,485
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.82%
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 348,630
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 348,630
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
348,630
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.23%
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 348,630
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 348,630
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
348,630
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.23%
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) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 348,630
Shares
Beneficially 8 Shared Voting Power
Owned By 516,485
Each
Reporting 9 Sole Dispositive Power
Person 348,630
With
10 Shared Dispositive Power
516,485
11 Aggregate Amount Beneficially Owned by Each Reporting Person
865,115
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
3.04%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 17 Pages
This Amendment No. 7 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. 7 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. 7 is being filed to report that as a result of a
recent disposition of Shares of the Issuer, none of the Reporting Persons may be
deemed the beneficial owners of five percent or more of the outstanding Shares
of the Issuer. 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 Managing Directors of SFM LLC is attached
hereto as Annex A 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 516,485 Shares held for
the account of QIP (approximately 1.82% of the total number of Shares
outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of
1,030,370 Shares (approximately 3.63% of the total number of Shares
outstanding). This number consists of (A) 513,885 Shares held for his personal
account and (B) the 516,485 Shares held for the account of QIP.
(iii)Each of Winston L.P. and CFM may be deemed the
beneficial owner of the 348,630 Shares currently held for the account of Winston
L.P. (approximately 1.23% of the total number of Shares outstanding).
<PAGE>
Page 12 of 17 Pages
(iv) Dr. Chatterjee may be deemed the beneficial owner of
865,115 Shares (approximately 3.04% of the total number of Shares outstanding).
This number consists of (A) 348,630 Shares held for the account of Winston L.P.
and (B) 516,485 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 516,485 Shares held for the account of QIP.
(ii) Mr. Soros has the sole power to vote and dispose of the
513,885 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
348,630 Shares held for the account of Winston L.P.
(c) Except for the transactions disclosed on Annex B
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 December 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) The Reporting Persons ceased to be the beneficial
owners of five percent or more of the outstanding Shares on January 20, 1998.
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: January 22, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its Sole 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
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 14 of 17 Pages
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
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
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
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
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 16 of 17 Pages
ANNEX B
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/ 12/29/97 SALE 1,400 $40.9780
12/30/97 SALE 4,700 $40.9720
12/31/97 SALE 3,700 $41.3550
1/2/98 SALE 3,800 $41.0000
1/5/98 SALE 4,700 $41.2625
1/6/98 SALE 29,000 $41.5887
1/6/98 SALE 15,900 $41.6618
1/7/98 SALE 12,200 $42.4038
1/8/98 SALE 9,300 $42.2000
1/12/98 SALE 3,600 $42.0000
1/12/98 SALE 3,700 $42.0563
1/13/98 SALE 12,700 $42.0055
1/14/98 SALE 1,000 $42.0000
1/15/98 SALE 28,100 $42.4333
1/15/98 SALE 37,500 $42.0000
1/15/98 SALE 500 $42.1250
1/16/98 SALE 3,700 $42.8281
1/16/98 SALE 12,900 $42.6414
1/20/98 SALE 19,000 $42.7500
Winston L.P./2/ 12/29/97 SALE 900 $40.9780
12/30/97 SALE 1,700 $40.9720
12/30/97 SALE 1,500 $40.9720
1/2/98 SALE 2,500 $41.0000
1/5/98 SALE 2,500 $41.3769
1/5/98 SALE 3,100 $41.2625
1/6/98 SALE 19,500 $41.5887
1/6/98 SALE 10,700 $41.6618
1/7/98 SALE 8,200 $42.4038
1/8/98 SALE 6,300 $42.2000
1/12/98 SALE 2,400 $42.0000
1/12/98 SALE 2,500 $42.0563
1/13/98 SALE 8,600 $42.0055
1/15/98 SALE 18,900 $42.4333
1/15/98 SALE 25,200 $42.0000
1/16/98 SALE 2,500 $42.8281
1/16/98 SALE 8,700 $42.6414
1/20/98 SALE 12,800 $42.7500
- --------
1 Transactions effected at the direction of SFM LLC.
2 Transactions effected at the direction of CFM.
<PAGE>
Page 17 of 17 Pages
Number
Date of Nature of of Price Per
For the Account of Transaction Transaction Shares Share
- ------------------ ----------- ----------- ------ ---------
<S> <C> <C> <C> <C>
Mr. Soros 12/29/97 SALE 1,500 40.9780
12/30/97 SALE 4,600 40.9720
1/2/98 SALE 3,700 41.0000
1/5/98 SALE 3,800 41.3769
1/5/98 SALE 4,700 41.2625
1/6/98 SALE 29,000 41.5887
1/6/98 SALE 15,900 41.6618
1/7/98 SALE 12,100 42.4038
1/8/98 SALE 9,400 42.2000
1/9/98 SALE 300 42.0000
1/12/98 SALE 3,700 42.0000
1/12/98 SALE 3,800 42.0563
1/13/98 SALE 12,700 42.0055
1/15/98 SALE 28,000 42.4333
1/15/98 SALE 37,300 42.0000
1/16/98 SALE 3,800 42.8281
1/16/98 SALE 13,000 42.6414
1/20/98 SALE 8,100 42.7500
1/20/98 SALE 11,000 42.7500
</TABLE>
