<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SENSORMATIC ELECTRONICS CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
817265101
(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)
September 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 /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)
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 23 Pages
Exhibit Index: Page 19
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 817265101 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 2,841,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
3.90%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 817265101 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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,841,600
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,841,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,841,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
3.90%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 817265101 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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,841,600
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,841,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,841,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
3.90%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 817265101 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 1,094,400
Shares
Beneficially 8 Shared Voting Power
Owned By 2,841,600
Each
Reporting 9 Sole Dispositive Power
Person 1,094,400
With
10 Shared Dispositive Power
2,841,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,936,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
5.41%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 817265101 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) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 454,958
Shares
Beneficially 8 Shared Voting Power
Owned By 2,841,600
Each
Reporting 9 Sole Dispositive Power
Person 454,958
With
10 Shared Dispositive Power
2,841,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,296,558
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
4.53%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Page 7
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of Common Stock, $0.01
par value (the "Shares"), of Sensormatic Electronics Corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 500 N.W. 12th
Avenue, Deerfield Beach, Florida 33442.
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 ("Quantum Industrial");
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management, Inc. ("QIH Management");
(iv) Mr. George Soros ("Mr. Soros"); and
(v) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
Quantum Industrial, QIHMI, QIH Management and Mr. Soros
Quantum Industrial is a Cayman Islands exempted limited duration
company with its principal address at Kaya Flamboyan 9, Curacao, Netherlands
Antilles. Quantum Industrial is a private investment fund which is engaged in a
variety of direct and indirect investments.
QIHMI, a Delaware limited partnership, is vested with investment
discretion with respect to the portfolio assets held for the account of Quantum
Industrial pursuant to a management agreement with Quantum Industrial. The
principal business of QIHMI is to provide management and advisory services to,
and to invest in, Quantum Industrial. QIH Management, a Delaware corporation of
which Mr. Soros is the sole shareholder, is the general partner of QIHMI. The
sole purpose of QIH Management is to serve as the sole general partner of QIHMI.
QIHMI and QIH Management have their principal offices at 888 Seventh Avenue, New
York, New York 10106. QIHMI, by reason of its investment discretion over the
securities owned by Quantum Industrial, and QIH Management, as the sole general
partner of QIHMI, may each be deemed the beneficial holder of securities
(including the Shares) held by Quantum Industrial for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act").
Mr. Soros is the sole shareholder and person ultimately in control of
QIH Management. The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of QIH Management and Soros Fund Management
("SFM"), an investment advisory firm of which Mr. Soros is the sole proprietor.
SFM's contracts with its clients generally provide that SFM is responsible for
designing and implementing the client's overall investment strategy; for
conducting direct portfolio management strategies to the extent SFM determines
that it is appropriate to utilize its own portfolio management capabilities; for
selecting, evaluating and monitoring other investment advisers who manage
<PAGE> 8
Page 8
separate portfolios on behalf of the client; and for allocating and
re-allocating the client's assets among them and itself. Mr. Soros has his
principal office at 888 Seventh Avenue, New York, New York 10106. 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. Pursuant
to regulations promulgated under Section 13(d) of the 1934 Act, Mr. Soros (as
the sole shareholder and person ultimately in control of QIH Management) may be
deemed a "beneficial owner" of securities, including the Shares, held for the
account of Quantum Industrial as a result of QIH Management's position as the
general partner of QIHMI.
During the past five years, none of Quantum Industrial, QIHMI, QIH
Management and Mr. Soros has been (a) convicted in a criminal proceeding, or (b)
a party to any civil proceeding as a result of which it 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.
Dr. Chatterjee
The principal occupation of Dr. Chatterjee, a United States citizen, is
as an investment manager. Dr. Chatterjee's principal business address is located
at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Effective as of
April 6, 1994, Dr. Chatterjee was appointed by QIHMI as a sub-advisor of Quantum
Industrial. Pursuant to the regulations promulgated under Section 13(d) of the
1934 Act, Dr. Chatterjee as a sub-advisor of Quantum Industrial with respect to
the Shares held for the account of Quantum Industrial may be deemed a
"beneficial owner" of such Shares.
Dr. Chatterjee has also provided advice to Mr. Soros relating to his
personal investment in Shares.
Dr. Chatterjee also acts as general partner of Chatterjee Fund
Management, L.P., a Delaware limited partnership ("CFM"). The business purpose
of CFM is to serve as the sole general partner of Winston Partners, L.P.
("Winston") and to hold certain securities. Winston is a Delaware limited
partnership which is principally engaged in investing in securities. The
principal office of Winston and CFM is located at 888 Seventh Avenue, 30th
Floor, New York, New York 10106. During the past five years, neither Winston nor
CFM has been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which it 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.
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 Dr.
Chatterjee, wherein the Commission alleged that Dr. 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. Dr. Chatterjee settled the Commission's action on the same date it
was filed without admitting or denying the allegations of the complaint. Dr.
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. Dr.
Chatterjee also agreed to pay a civil penalty of $643,855. During the past five
years, Dr. Chatterjee, has not been convicted in any criminal proceeding.
<PAGE> 9
Page 9
Pursuant to regulations promulgated under Section 13(d) of the 1934
Act, Dr. Chatterjee, as the sole general partner of CFM and the person
ultimately in control of Winston, may be deemed a "beneficial owner" of
securities, including the Shares, held by Winston and CFM.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A schedule identifying all transactions in the Shares effected by each
of the Reporting Persons and Winston since July 13, 1995 is included as Annex B
hereto, which is incorporated by reference to this Item 3. Quantum Industrial
expended $71,818,309 of its working capital, Winston expended $4,265,763 of its
working capital and Mr. Soros expended $27,787,254 of his working capital to
purchase the Shares which are reported on Annex B as having been purchased for
the respective accounts of each of such persons during the last sixty days. All
of such Shares were purchased in market transactions on the New York Stock
Exchange.
The Shares reported herein as being beneficially owned by each of the
Reporting Persons may be held through margin accounts maintained for each of
them with Arnhold and S. Bleichroeder, Inc. or other brokers, which extend
margin credit to each party 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 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired all of the Shares reported herein as
being beneficially owned by them for investment purposes. None of the Reporting
Persons and, to the best of their knowledge, any of the other individuals
identified in response to Item 2, has any plans or proposals which relate to or
would result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
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 4,390,958 (approximately 6.03% of
the total number of Shares outstanding).
i) Quantum Industrial may be deemed the beneficial owner of
2,841,600 Shares (approximately 3.90% 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 2,841,600 Shares held by Quantum Industrial.
iii) QIH Management, Inc., as the sole general partner of
QIHMI, may be deemed the beneficial owner of the 2,841,600 Shares held by
Quantum Industrial.
iv) Mr. Soros may be the deemed the beneficial owner of
3,936,000 Shares (approximately 5.41% of the Shares outstanding). This number
includes (i) 1,094,400 Shares held by Mr. Soros personally and (ii) the
2,841,600 Shares held by Quantum Industrial for which Mr. Soros may
<PAGE> 10
Page 10
be deemed a beneficial owner by virtue of the his position as the sole
shareholder of QIH Management. Mr. Soros expressly disclaims beneficial
ownership of the Shares held by Dr. Chatterjee, Winston and CFM.
v) Dr. Chatterjee may be deemed the beneficial owner of
3,296,558 Shares (approximately 4.53% of the Shares outstanding). This number
includes: (i) 47,454 Shares owned directly by Dr. Chatterjee, (ii) 169,100
Shares held by Winston, (iii) 238,404 Shares held by CFM and (iv) 2,841,600
Shares held by Quantum Industrial. Dr. Chatterjee expressly disclaims beneficial
ownership of the Shares held by Mr. Soros.
The filing of this statement on a joint basis by Quantum Industrial,
QIHMI, QIH Management, Mr. George Soros and Dr. Chatterjee shall not be
construed as an admission that any of such parties is the beneficial owner of
any Shares not owned directly by such party.
(b) i) QIHMI, QIH Management, Mr. Soros and Dr. Chatterjee may be
deemed to have shared voting power with respect to the 2,841,600 Shares owned by
Quantum Industrial.
ii) Mr. Soros may be deemed to have sole voting power with
respect to the 1,094,400 Shares owned directly by Mr. Soros.
iii) Dr. Chatterjee may be deemed to have sole voting power
with respect to (i) the 47,454 Shares owned directly by Dr. Chatterjee, (ii) the
238,404 Shares held by CFM, of which Dr. Chatterjee is the sole general partner
and (iii) the 169,100 Shares owned by Winston, of which CFM is the sole general
partner.
(c) Except as disclosed herein, there have been no transactions
in the Shares by any of the Reporting Persons or other persons identified in
response to Item 2 since July 13, 1995 (the sixty days prior to the date
hereof).
(d) i) The shareholders of Quantum Industrial have the right to
participate in the receipt of dividends from, or proceeds for the sale of, the
Shares held for the account of Quantum Industrial.
ii) Mr. Soros has the right to participate in the receipt of
dividends from, or proceeds for the sale of, the Shares held for the account of
Mr. Soros.
iii) Dr. Chatterjee has the right to participate in the receipt
of dividends from, or proceeds for the sale of, the Shares held for the account
of Dr. Chatterjee. The partners of CFM have the right to receive dividends from,
or proceeds for the sale of, the Shares held for the account of CFM. The
partners of Winston have the right to receive dividends from, or proceeds for
the sale of, the Shares held for the account of Winston.
(e) Not applicable.
<PAGE> 11
Page 11
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) Joint Filing Agreement, dated as of September 15, 1995 by and
between Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH
Management, Inc., Mr. George Soros and Dr. Purnendu Chatterjee.
(b) Power of Attorney dated September 14, 1995 granted by Quantum
Industrial Partners LDC in favor of Mr. Sean C. Warren.
(c) Power of Attorney dated October 27, 1994 granted by Mr. George
Soros in favor of Mr. Sean C. Warren.
(d) Power of Attorney, dated May 31, 1995, granted by Purnendu
Chatterjee in favor of Peter Hurwitz.
<PAGE> 12
Page 12
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: September 15, 1995 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
--------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: September 15, 1995 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC., general partner
By: /s/ Sean C. Warren
---------------------------------
Sean C. Warren
Vice President
Date: September 15, 1995 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
--------------------------------------
Sean C. Warren
Vice President
Date: September 15, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
--------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: September 15, 1995 PURNENDU CHATTERJEE
By: /s/ Peter A. Hurwitz
--------------------------------------
Peter A. Hurwitz
Attorney-in-Fact
<PAGE> 13
Page 13
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
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> 14
Page 14
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
SENSORMATIC ELECTRONICS CORP.
<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 LDC 7/13/95 Purchase 114,000 26.74
7/13/95 Purchase 86,000 26.44
8/01/95 Purchase 5,700 26.56
8/03/95 Purchase 5,700 26.56
8/04/95 Purchase 14,800 26.53
8/07/95 Purchase 30,800 26.30
8/08/95 Purchase 219,300 25.68
8/08/95 Purchase 1,700 25.77
8/14/95 Purchase 3,000 26.17
8/14/95 Purchase 34,000 26.31
8/18/95 Purchase 17,800 28.31
8/18/95 Purchase 32,000 28.27
8/18/95 Purchase 213,000 27.67
8/21/95 Purchase 28,400 28.19
8/21/95 Purchase 21,200 28.31
8/21/95 Purchase 700 27.90
8/21/95 Purchase 38,600 28.14
8/22/95 Purchase 92,500 27.80
8/22/95 Purchase 39,000 27.63
8/23/95 Purchase 21,300 28.06
8/23/95 Purchase 38,400 27.34
8/23/95 Purchase 159,800 27.45
8/23/95 Purchase 15,000 27.84
8/24/95 Purchase 700 27.44
8/24/95 Purchase 142,000 25.78
8/24/95 Purchase 28,400 25.73
8/24/95 Purchase 28,400 25.50
8/24/95 Purchase 71,000 25.81
8/25/95 Purchase 17,800 25.19
8/25/95 Purchase 43,000 24.79
8/25/95 Purchase 14,200 25.06
8/25/95 Purchase 78,100 25.05
8/25/95 Purchase 42,600 25.20
8/28/95 Purchase 18,000 24.81
</TABLE>
<PAGE> 15
Page 15
ANNEX B (CONT'D)
<TABLE>
<S> <C> <C> <C> <C>
Quantum Industrial Partners LDC 8/28/95 Purchase 18,000 24.81
8/28/95 Purchase 107,000 24.92
8/28/95 Purchase 14,200 24.43
8/29/95 Purchase 32,000 24.69
8/29/95 Purchase 35,500 24.56
8/29/95 Purchase 14,200 24.69
8/30/95 Purchase 3,500 24.81
8/30/95 Purchase 17,800 24.81
8/30/95 Purchase 50,400 25.43
8/30/95 Purchase 14,200 24.77
8/31/95 Purchase 46,000 20.47
8/31/95 Purchase 37,300 20.31
8/31/95 Purchase 53,200 21.75
8/31/95 Purchase 10,600 25.31
8/31/95 Purchase 25,000 25.68
8/31/95 Purchase 7,100 21.65
9/05/95 Purchase 23,900 22.19
9/05/95 Purchase 14,200 22.50
9/05/95 Purchase 142,000 22.87
9/05/95 Purchase 142,000 22.63
9/05/95 Purchase 7,100 23.06
9/08/95 Purchase 13,800 23.06
9/13/95 Purchase 43,300 22.94
9/13/95 Purchase 97,000 22.86
9/13/95 Purchase 119,200 22.89
9/14/95 Purchase 36,200 23.06
Winston Partners L.P. 8/08/95 Purchase 25,800 25.68
8/08/95 Purchase 200 25.77
8/14/95 Purchase 4,000 26.31
8/14/95 Purchase 400 26.17
8/18/95 Purchase 900 28.31
8/18/95 Purchase 1,900 28.27
8/18/95 Purchase 12,000 27.67
8/21/95 Purchase 1,600 28.19
8/21/95 Purchase 1,200 28.31
8/21/95 Purchase 2,200 28.14
8/22/95 Purchase 2,200 27.63
8/22/95 Purchase 5,200 27.80
8/23/95 Purchase 1,200 28.06
8/23/95 Purchase 9,000 27.45
8/23/95 Purchase 800 27.84
8/23/95 Purchase 2,200 27.34
8/24/95 Purchase 8,000 25.78
8/24/95 Purchase 100 27.44
</TABLE>
<PAGE> 16
Page 16
ANNEX B (CONT'D)
<TABLE>
<S> <C> <C> <C> <C>
Winston Partners, L.P. 8/24/95 Purchase 10,000 25.73
8/24/95 Purchase 1,600 25.50
8/24/95 Purchase 4,000 25.81
8/25/95 Purchase 900 25.19
8/25/95 Purchase 800 25.06
8/25/95 Purchase 4,400 25.05
8/25/95 Purchase 2,400 25.20
8/25/95 Purchase 3,000 24.79
8/28/95 Purchase 700 24.81
8/28/95 Purchase 700 24.81
8/28/95 Purchase 5,500 24.92
8/28/95 Purchase 800 24.43
8/29/95 Purchase 1,600 24.69
8/29/95 Purchase 2,000 24.56
8/29/95 Purchase 800 24.69
8/30/95 Purchase 200 24.81
8/30/95 Purchase 900 24.81
8/30/95 Purchase 2,800 25.43
8/30/95 Purchase 800 24.77
8/31/95 Purchase 400 21.65
8/31/95 Purchase 2,800 20.47
8/31/95 Purchase 2,100 20.31
8/31/95 Purchase 3,100 21.75
8/31/95 Purchase 700 25.31
8/31/95 Purchase 1,200 25.68
9/05/95 Purchase 1,300 22.19
9/05/95 Purchase 800 22.50
9/05/95 Purchase 8,000 22.87
9/05/95 Purchase 8,000 22.63
9/05/95 Purchase 400 23.06
9/08/95 Purchase 800 23.06
9/13/95 Purchase 2,500 22.94
9/13/95 Purchase 5,500 22.87
9/13/95 Purchase 6,700 22.89
9/14/95 Purchase 2,000 23.06
George Soros 7/13/95 Purchase 64,000 26.44
7/13/95 Purchase 86,000 26.74
8/01/95 Purchase 4,300 26.56
8/03/95 Purchase 4,300 26.56
8/04/95 Purchase 11,200 25.53
8/07/95 Purchase 23,200 26.30
8/08/95 Purchase 77,400 25.68
8/08/95 Purchase 600 25.77
8/14/95 Purchase 12,000 26.31
</TABLE>
<PAGE> 17
Page 17
ANNEX B (CONT'D)
<TABLE>
<S> <C> <C> <C> <C>
George Soros 8/14/95 Purchase 1,100 26.17
8/18/95 Purchase 6,300 28.31
8/18/95 Purchase 11,300 28.27
8/18/95 Purchase 75,000 27.67
8/21/95 Purchase 10,000 28.19
8/21/95 Purchase 7,400 28.31
8/21/95 Purchase 13,500 28.14
8/22/95 Purchase 32,600 27.80
8/22/95 Purchase 13,800 27.63
8/23/95 Purchase 7,500 28.06
8/23/95 Purchase 56,200 27.45
8/23/95 Purchase 5,200 27.84
8/23/95 Purchase 13,600 27.34
8/24/95 Purchase 50,000 25.78
8/24/95 Purchase 200 27.44
8/24/95 Purchase 1,600 25.73
8/24/95 Purchase 10,000 25.50
8/24/95 Purchase 25,000 25.81
8/25/95 Purchase 6,300 25.19
8/25/95 Purchase 15,000 24.79
8/25/95 Purchase 5,000 25.06
8/25/95 Purchase 27,500 25.05
8/25/95 Purchase 15,000 25.20
8/28/95 Purchase 6,300 24.81
8/28/95 Purchase 6,300 24.81
8/28/95 Purchase 37,500 24.92
8/28/95 Purchase 5,000 24.43
8/29/95 Purchase 11,200 24.69
8/29/95 Purchase 12,500 24.56
8/29/95 Purchase 5,000 24.69
8/30/95 Purchase 1,300 24.81
8/30/95 Purchase 6,300 24.81
8/30/95 Purchase 17,800 25.43
8/30/95 Purchase 5,000 24.77
8/31/95 Purchase 2,500 21.65
George Soros 8/31/95 Purchase 16,200 20.47
8/31/95 Purchase 13,100 20.31
8/31/95 Purchase 18,700 21.75
8/31/95 Purchase 3,700 25.31
8/31/95 Purchase 8,800 25.68
9/05/95 Purchase 8,500 22.19
9/05/95 Purchase 5,000 22.50
9/05/95 Purchase 50,000 22.87
9/05/95 Purchase 50,000 22.63
9/05/95 Purchase 2,500 23.06
</TABLE>
<PAGE> 18
Page 18
ANNEX B (CONT'D)
<TABLE>
<S> <C> <C> <C> <C>
George Soros 9/08/95 Purchase 4,900 23.06
9/13/95 Purchase 15,200 22.94
9/13/95 Purchase 34,200 22.86
9/13/95 Purchase 42,000 22.89
9/14/95 Purchase 12,800 23.06
</TABLE>
<PAGE> 19
Page 19
INDEX OF EXHIBITS
EXHIBIT PAGE
------- ----
(a) Joint Filing Agreement, dated as of September 15, 1995 by and
between Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Mr. George Soros and Dr.
Purnendu Chatterjee.
(b) Power of Attorney dated September 14, 1995 granted by Quantum
Industrial Partners LDC in favor of Mr. Sean C. Warren.
(c) Power of Attorney dated October 27, 1994 granted by Mr. George
Soros in favor of Mr. Sean C. Warren.
(d) Power of Attorney, dated May 31, 1995, granted by Purnendu
Chatterjee in favor of Peter Hurwitz.
<PAGE> 1
Page 20
EXHIBIT A
The undersigned hereby agree that the statement on Schedule 13D with respect
to the Common Stock of Sensormatic Electronics Corporation dated September 15,
1995 is, and any amendments thereto signed by each of the undersigned shall be,
filed on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: September 15, 1995 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
-------------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: September 15, 1995 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC., general partner
By: /s/ Sean C. Warren
-----------------------------------
Sean C. Warren
Vice President
Date: September 15, 1995 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
-------------------------------------------
Sean C. Warren
Vice President
Date: September 15, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
-------------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: September 15, 1995 PURNENDU CHATTERJEE
By: /s/ Peter A. Hurwitz
-------------------------------------------
Peter A. Hurwitz
Attorney-in-Fact
<PAGE> 1
Page 21
EXHIBIT B
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:
GARY S. GLADSTEIN, SEAN C. WARREN AND MICHAEL C. NEUS
each with a business address at Soros Fund Management, 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 SENSORMATIC ELECTRONICS
CORPORATION, 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, Soros Fund Management 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.
The Common Seal of QUANTUM
INDUSTRIAL PARTNERS LDC )
was hereunto affixed by )
)
E.A. Hook/J.H.F. Grootjen )
--------------------------- )
for and on behalf of QUANTUM )
INDUSTRIAL PARTNERS LDC, ) Per: /s/ E.A. Hook/J.H.F. Grootjen
in the presence of: )
)
)
)
_______________________ )
Witness
<PAGE> 1
Page 22
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint SEAN C. WARREN 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 27th day of October,
1994.
/s/ George Soros
------------------
GEORGE SOROS
<PAGE> 1
Page 23
EXHIBIT D
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
