<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
February 5, 1996
-------------------------------
(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.
*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 12 Pages
Exhibit Index: None
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 817265101 PAGE 2 OF 12 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
4,121,150
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
5.62%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 817265101 PAGE 3 OF 12 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 4,121,150
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,121,150
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,121,150
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
5.62%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 817265101 PAGE 4 OF 12 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 4,121,150
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,121,150
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,121,150
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
5.62%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 817265101 PAGE 5 OF 12 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his individual capacity and in his
capacity as sole proprietor of Soros Fund Management)
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /X/
3 SEC Use Only
4 Source of Funds*
AF, PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 1,530,550
Shares
Beneficially 8 Shared Voting Power
Owned By 4,121,150
Each
Reporting 9 Sole Dispositive Power
Person 1,530,550
With
10 Shared Dispositive Power
4,121,150
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,651,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
7.71%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 817265101 PAGE 6 OF 12 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 526,258
Shares
Beneficially 8 Shared Voting Power
Owned By 4,121,150
Each
Reporting 9 Sole Dispositive Power
Person 526,258
With
10 Shared Dispositive Power
4,121,150
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,647,408
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
6.34%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Page 7 of 12 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common Stock,
$0.01 par value (the "Shares"), of Sensormatic Electronics Corporation (the
"Issuer"). This Amendment No. 1 amends the initial statement on Schedule 13D
dated September 18, 1995 (the "Initial Statement"). The address of the principal
executive offices of the Issuer is 500 N.W. 12th Avenue, Deerfield Beach,
Florida 33442. This Amendment No. 1 is being filed to report the recent
acquisition of certain of the Shares held for the accounts of the Reporting
Persons. Capitalized terms used herein and not otherwise defined herein shall
have the meanings given to them in the Initial Statement. The Initial Statement
is supplementally amended as set forth herein.
ITEM 2. IDENTITY AND BACKGROUND.
Updated information concerning the identity and background 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.
A schedule identifying all transactions in the Shares effected by each
of the Reporting Persons and Winston since December 10, 1995 is included as
Annex B hereto, which is incorporated by reference to this Item 3. Quantum
Industrial expended approximately $16,720,601 of its working capital, Winston
expended approximately $941,302 of its working capital and Mr. Soros expended
approximately $5,871,011 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 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 6,177,958 (approximately 8.42% of
the total number of Shares outstanding).
i) Quantum Industrial may be deemed the beneficial owner
of 4,121,150 Shares (approximately 5.62% 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 4,121,150 Shares held by Quantum Industrial.
iii) QIH Management, Inc., as the sole general partner of
QIHMI, may be deemed the beneficial owner of the 4,121,150 Shares held by
Quantum Industrial.
<PAGE> 8
Page 8 of 12 Pages
iv) Mr. Soros may be the deemed the beneficial owner of
5,651,700 Shares (approximately 7.71% of the Shares outstanding). This number
includes (i) 1,530,550 Shares held by Mr. Soros personally and (ii) the
4,121,150 Shares held by Quantum Industrial for which Mr. Soros may 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
4,647,408 Shares (approximately 6.34% of the Shares outstanding). This number
includes: (i) 47,454 Shares owned directly by Dr. Chatterjee, (ii) 240,400
Shares held by Winston, (iii) 238,404 Shares held by CFM and (iv) 4,121,150
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 4,121,150 Shares
owned by Quantum Industrial.
ii) Mr. Soros may be deemed to have sole voting power
with respect to the 1,530,550 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 240,400 Shares owned by Winston, of which CFM is the sole
general partner.
(c) Except for the transactions listed in Annex B hereto, there
have been no transactions in the Shares by any of the Reporting Persons or other
persons identified in response to Item 2 since December 10, 1995 (sixty days
prior to the date hereof).
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 (filed as Exhibit
A in the Initial Statement and incorporated herein by reference).
(b) Power of Attorney dated September 14, 1995 granted by Quantum
Industrial Partners LDC in favor of Mr. Sean C. Warren (filed as Exhibit B in
the Initial Statement and incorporated herein by reference).
(c) Power of Attorney dated October 27, 1994 granted by Mr. George
Soros in favor of Mr. Sean C. Warren (filed as Exhibit C in the Initial
Statement and incorporated herein by reference).
<PAGE> 9
Page 9 of 12 Pages
(d) Power of Attorney, dated May 31, 1995, granted by Purnendu
Chatterjee in favor of Peter Hurwitz (filed as Exhibit D in the Initial
Statement and incorporated herein by reference).
<PAGE> 10
Page 10 of 12 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: February 9, 1996 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
------------------
Sean C. Warren
Attorney-in-Fact
Date: February 9, 1996 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC., general partner
By: /s/ Sean C. Warren
------------------
Sean C. Warren
Vice President
Date: February 9, 1996 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
------------------
Sean C. Warren
Vice President
Date: February 9, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
------------------
Sean C. Warren
Attorney-in-Fact
Date: February 9, 1996 PURNENDU CHATTERJEE
By: /s/ Peter A. Hurwitz
--------------------
Peter A. Hurwitz
Attorney-in-Fact
<PAGE> 11
Page 11 of 12 Pages
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
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
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, 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 of 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 of 12 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
SENSORMATIC ELECTRONICS CORP.
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF
NATURE OF NUMBER PRICE
DATE OF PURCHASE TRANSACTION OF SHARES PER SHARE
---------------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Industrial Partners 2/01/96 Purchase 32,400 15.560
2/01/96 Purchase 97,400 15.623
2/01/96 Purchase 107,100 15.644
2/01/96 Purchase 17,200 15.435
2/01/96 Purchase 17,800 15.560
2/01/96 Purchase 12,500 15.633
2/05/96 Purchase 70,600 15.497
2/06/96 Purchase 124,250 16.505
2/07/96 Purchase 142,000 17,060
2/07/96 Purchase 28,400 17.020
2/07/96 Purchase 220,100 17.062
2/08/96 Purchase 86,300 17.270
2/08/96 Purchase 56,400 17.461
Winston Partners L.P. 2/01/96 Purchase 700 15.633
2/01/96 Purchase 1,800 15.560
2/01/96 Purchase 5,500 15.623
2/01/96 Purchase 6,000 15.644
2/01/96 Purchase 1,000 15.435
2/01/96 Purchase 1,000 15.560
2/05/96 Purchase 4,000 15.497
2/06/96 Purchase 7,000 16.505
2/07/96 Purchase 8,000 17.060
2/07/96 Purchase 1,600 17.020
2/07/96 Purchase 12,400 17.062
2/08/96 Purchase 4,900 17.270
2/08/96 Purchase 3,100 17.461
George Soros 2/01/96 Purchase 6,000 15.435
2/01/96 Purchase 11,500 15.560
2/01/96 Purchase 34,300 15.623
2/01/96 Purchase 37,700 15.644
2/01/96 Purchase 6,200 15.560
2/01/96 Purchase 4,400 15.633
2/05/96 Purchase 24,900 15.497
2/06/96 Purchase 43,750 16.505
2/07/96 Purchase 77.500 17.062
2/07/96 Purchase 50,000 17.060
2/07/96 Purchase 10,000 17.020
2/08/96 Purchase 30,400 17.270
2/08/96 Purchase 18,900 17.461
</TABLE>
