UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
SENSORMATIC ELECTRONICS CORPORATION
---------------------------------------
(Name of Issuer)
Common Stock, $.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)
January 1, 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 [_].
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 24 Pages
Exhibit Index: Page 19
- ------------------------
* Initial filing with respect to Soros Fund Management LLC and Mr. Stanley
F. Druckenmiller.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 24 Pages
SCHEDULE 13D
CUSIP No. 817265101
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 4,297,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,297,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,297,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.81%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 24 Pages
SCHEDULE 13D
CUSIP No. 817265101
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 4,297,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,297,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,297,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.81%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 24 Pages
SCHEDULE 13D
CUSIP No. 817265101
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 4,297,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,297,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,297,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.81%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 24 Pages
SCHEDULE 13D
CUSIP No. 817265101
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 4,297,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,297,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,297,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.81%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 24 Pages
SCHEDULE 13D
CUSIP No. 817265101
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 1,399,600
Shares
Beneficially 8 Shared Voting Power
Owned By 4,297,200
Each
Reporting 9 Sole Dispositive Power
Person 1,399,600
With
10 Shared Dispositive Power
4,297,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,696,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.70%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 24 Pages
SCHEDULE 13D
CUSIP No. 817265101
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 4,297,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,297,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,297,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.81%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 24 Pages
SCHEDULE 13D
CUSIP No. 817265101
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 251,600
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 251,600
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
251,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.34%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 24 Pages
SCHEDULE 13D
CUSIP No. 817265101
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 490,004
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 490,004
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
490,004
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.66%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 24 Pages
SCHEDULE 13D
CUSIP No. 817265101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 537,458
Shares
Beneficially 8 Shared Voting Power
Owned By 4,297,200
Each
Reporting 9 Sole Dispositive Power
Person 537,458
With
10 Shared Dispositive Power
4,297,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,834,658
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
6.54%
14 Type of Reporting Person*
IA;IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 24 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $.01 par value per share (the "Shares"), of Sensormatic Electronics
Corporation (the "Issuer"). This Amendment No. 2 supplementally amends the
initial statement on Schedule 13D dated September 18, 1995 and Amendment No. 1
thereto dated February 9, 1996 (collectively, the "Initial Statement") filed by
certain of the Reporting Persons (as defined herein). This Amendment No. 2 is
being filed by the Reporting Persons to report an agreement between one of the
Reporting Persons and SFM LLC pursuant to which SFM LLC has been granted
investment discretion over the Shares held for the account of Quantum Industrial
Partners LDC, a Cayman Islands exempted limited duration company ("Quantum
Industrial"). 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;
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) SFM LLC;
v) George Soros ("Mr. Soros");
vi) Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) Winston Partners, L.P. ("Winston");
viii) Chatterjee Fund Management, L.P. ("CFM"); and
ix) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
<PAGE>
Page 12 of 24 Pages
The Reporting Persons
SFM LLC, Mr. Soros and Mr. Druckenmiller
- ----------------------------------------
In connection with the restructuring of the business of SFM,
which will now be conducted through SFM LLC, Mr. Soros has entered into an
agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros
has, among other things, agreed to use his best efforts to cause QIH Management,
as the general partner of QIHMI, to act at the direction of SFM LLC, which
agreement to so act shall terminate upon the earlier of (a) the assignment to
SFM LLC of the legal and beneficial ownership interest in QIH Management and (b)
the assignment to SFM LLC of the general partnership interest in QIHMI (the
"Quantum Industrial Contract").
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. SFM LLC has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. Its principal business is to serve, pursuant to
contract, as the principal investment manager to several foreign investment
companies (the "SFM Clients"). Mr. Soros, as Chairman of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Set forth in Annex A hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Schedule 13D as applicable is a
list of the Managing Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, pursuant to the provisions of the Quantum Industrial Contract, Mr.
Soros, in his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his
capacity as Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial
owner of securities, including the Shares, held for the account of Quantum
Industrial.
Open Society Institute, a New York trust ("OSI"), is a charitable
foundation. Mr. Soros serves as one of the ten trustees of OSI. Mr. Soros, in
his capacity as a Trustee of OSI, occasionally exercises voting and dispositive
power over securities held for the account of OSI, and as such may be deemed the
beneficial owner of such securities, including the Shares.
<PAGE>
Page 13 of 24 Pages
During the past five years, except as disclosed in the Initial
Statement, none of the Reporting Persons, OSI, and, to the best of the Reporting
Persons' knowledge, any other person identified in response to this Item 2 has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which he 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.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of OSI, Quantum Industrial, Mr. Soros, Winston,
CFM and/or Dr. Chatterjee were acquired or disposed of for investment purposes.
Neither the Reporting Persons nor, to the best of their knowledge, any of the
other individuals identified in response to Item 2, has any plans or proposals
that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons
reserve the right to acquire, or cause to be acquired, additional securities of
the Issuer, to dispose of, or cause to be disposed, such securities at any time
or to formulate other purposes, plans or proposals regarding the Issuer or any
of its securities, to the extent deemed advisable in light of general investment
and trading policies of the Reporting Persons, OSI and/or SFM Clients, market
conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Quantum Industrial, QIHMI, QIH Management, SFM LLC and
Mr. Druckenmiller may be deemed the beneficial owner of the 4,297,200 Shares
held for the account of Quantum Industrial (approximately 5.81% of the total
number of Shares outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of
5,696,800 Shares (approximately 7.70% of the total number of Shares
outstanding). This number consists of (A) 1,388,850 Shares held for his personal
account, (B) the 4,297,200 Shares held for the account of Quantum Industrial and
(C) 10,750 Shares held for the account of OSI.
(iii) Winston may be deemed the beneficial owner of the
251,600 Shares currently held for its account (approximately .34% of the total
number of Shares outstanding).
(iv) CFM may be deemed the beneficial owner of 490,004
Shares (approximately .66% of the total number of Shares outstanding). This
number consists of (A) the 238,404 Shares held for its account and (B) the
251,600 Shares held for the account of Winston.
(v) Dr. Chatterjee may be deemed the beneficial owner of
4,834,658 Shares (approximately 6.54% of the total number of Shares
outstanding). This number consists of (A) 47,454 Shares held for his personal
account, (B) 251,600 Shares held for the account of Winston, (C) 4,297,200
Shares held for the account of Quantum Industrial and (D) 238,404 Shares held
for the account of CFM.
(b) (i) Each of Quantum Industrial, QIHMI, QIH Management, SFM
LLC (by virtue of the Quantum Industrial 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 Quantum Industrial with respect to the Shares) may be deemed to have the
<PAGE>
Page 14 of 24 Pages
shared power to direct the voting and disposition of the 4,297,200 Shares held
for the account of Quantum Industrial.
(ii) Mr. Soros has the sole power to vote and dispose of the
1,388,850 Shares held for his personal account. Mr. Soros, by virtue of the fact
that he occasionally exercises voting and dispositive power over securities held
for the account of OSI, may be deemed to have the sole power to direct the
voting and disposition of the 10,750 Shares held for the account of OSI.
(iii) Each of Winston, CFM (as the sole general partner of
Winston) 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 251,600
Shares held for the account of Winston.
(iv) Each of CFM 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 238,404 Shares held for the account of CFM.
(v) Dr. Chatterjee has the sole power to vote and dispose of
the 47,454 Shares held for his personal account.
(c) Except as disclosed in Item 2 hereof and on Annex B attached
hereto which is incorporated by reference in this Item 5, there have been no
transactions effected with respect to the Shares since November 2, 1996 (60 days
prior to the date hereof) by any of the Reporting Persons and OSI.
(d) (i) The shareholders of Quantum Industrial, 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 Quantum Industrial in accordance with their ownership interests in
Quantum Industrial.
(ii) Mr. Soros has the sole right to participate in the
receipt of dividends from, and proceeds from the sale of, securities (including
the Shares) held for his personal account.
(iii) The partners of Winston have the right to participate
in the receipt of dividends from, and proceeds from the sale of, securities,
including the Shares, held for the account of Winston in accordance with their
partnership interests in Winston.
(iv) The partners of CFM have the right to participate in
the receipt of dividends from, and proceeds from the sale of, securities,
including the Shares, held for the account of Winston in accordance with their
partnership interests in CFM.
(v) OSI has the sole right to participate in the receipt of
dividends from, and proceeds from the sale of securities, held for its account.
(e) Not applicable.
Each of Quantum Industrial, QIHMI, QIH Management, SFM LLC and
Mr. Druckenmiller expressly disclaims beneficial ownership of Shares not held
<PAGE>
Page 15 of 24 Pages
directly for the account of the Quantum Industrial. Mr. Soros expressly
disclaims beneficial ownership of any Shares not held directly for his account
and the accounts of the Quantum Industrial and OSI. Winston expressly disclaims
beneficial ownership of any Shares not held directly for its account. CFM
expressly disclaims beneficial ownership of any Shares not held directly for its
account and the account of Winston. Dr. Chatterjee expressly disclaims
beneficial ownership of any Shares not held directly for his account and the
accounts of Quantum Industrial, Winston and CFM. The inclusion of the Shares
held for the account of OSI herein shall not be deemed an admission that Mr.
Soros or any of the Reporting Persons has or may be deemed to have beneficial
ownership of such Shares.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, OSI and/or
other SFM Clients may lend portfolio securities to brokers, banks or other
financial institutions. These loans typically obligate the borrower to return
the securities, or an equal amount of securities of the same class, to the
lender and typically provide that the borrower is entitled to exercise voting
rights and to retain dividends during the term of the loan. From time to time,
to the extent permitted by applicable laws, each of the Reporting Persons, OSI
and/or other SFM Clients may borrow securities, including the Shares, for the
purpose of effecting, and may effect, short sale transactions, and may purchase
securities for the purpose of closing out short positions in such securities.
Except as described above, none of the Reporting Persons, OSI
and/or the SFM Clients has 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 as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated January 1, 1997 by and among
Quantum Industrial, QIHMI, QIH Management, SFM LLC, Mr. Soros, Mr.
Druckenmiller, Winston, CFM and Dr. Chatterjee.
D. Power of Attorney dated September 14, 1995, granted by Quantum
Industrial in favor of Sean Warren (filed as Exhibit B to the Initial Statement
and incorporated herein by reference).
<PAGE>
Page 16 of 24 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 1, 1997 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 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
<PAGE>
Page 17 of 24 Pages
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
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 18 of 24 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
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
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.
<PAGE>
Page 19 of 24 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
SENSORMATIC ELECTRONICS CORPORATION
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ------------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
QIP\1\ 12/03/96 Sale 22,100 $20.147
Open Society Institute\1\ 11/27/96 Sale 1,000 20.064
11/29/96 Sale 200 20.147
12/02/96 Sale 900 20.014
12/03/96 Sale 350 20.147
George Soros\1\ 11/27/96 Sale 64,000 20.064
11/27/96 Sale 35,000 20.064
11/29/96 Sale 18,800 20.147
12/02/96 Sale 32,200 20.014
12/02/96 Sale 4,300 20.014
12/02/96 Sale 4,300 20.014
12/02/96 Sale 11,200 20.014
12/02/96 Sale 23,200 20.014
12/02/96 Sale 11,200 20.012
12/03/96 Sale 7,250 20.147
- ----------------------
1. Transactions effected at the direction of Mr. Soros.
</TABLE>
<PAGE>
Page 20 of 24 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997
granted by Mr. George Soros in favor of Mr. Sean
C. Warren and Mr. Michael C.
Neus................................................................. 20
B. Power of Attorney dated as of January 1, 1997
granted by Mr. Stanley F. Druckenmiller in favor
of Mr. Sean C. Warren and Mr. Michael C.
Neus................................................................. 21
C. Joint Filing Agreement dated January 1, 1997 by
and among Quantum Industrial Partners LDC, QIH
Management Investor, L.P., QIH Management, Inc.,
Soros Fund Management LLC, Mr. George Soros, Mr.
Stanley F. Druckenmiller, Winston Partners, L.P.,
Chatterjee Fund Management, L.P., and Dr. Purnendu
Chatterjee............................................................22
Page 21 of 24 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, 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 United States 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 as of the 1st day of
January, 1997.
/s/ George Soros
---------------------------------
GEORGE SOROS
Page 22 of 24 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, 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 United States
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 as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
----------------------------------
STANLEY F. DRUCKENMILLER
Page 23 of 24 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of The Sensormatic Electronics Corporation
dated January 1, 1997 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: January 1, 1997 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 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
<PAGE>
Page 24 of 24 Pages
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
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
