SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
SENSORMATIC ELECTRONICS CORPORATION
_______________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
_________________________________
(Title of Class of Securities)
817265101
_______________
(CUSIP Number)
May 10, 1999
________________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 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 18 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 817265101 Page 2 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,083,050
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,083,050
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,083,050
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.84%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817265101 Page 3 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,083,050
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,083,050
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,083,050
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.84%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817265101 Page 4 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,083,050
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,083,050
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,083,050
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.84%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817265101 Page 5 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,083,050
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,083,050
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,083,050
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.84%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817265101 Page 6 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 657,450
Shares
Beneficially 6 Shared Voting Power
Owned By 2,083,050
Each
Reporting 7 Sole Dispositive Power
Person 657,450
With
8 Shared Dispositive Power
2,083,050
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,740,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
3.74%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817265101 Page 7 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,083,050
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,083,050
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,083,050
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.84%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817265101 Page 8 of 18 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 251,600
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 251,600
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
251,600
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.34%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817265101 Page 9 of 18 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 490,004
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 490,004
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
490,004
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.67%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 817265101 Page 10 of 18 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 537,458
Shares
Beneficially 6 Shared Voting Power
Owned By 2,083,050
Each
Reporting 7 Sole Dispositive Power
Person 537,458
With
8 Shared Dispositive Power
2,083,050
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,620,508
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
3.57%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 18 Pages
Item 1(a) Name of Issuer:
Sensormatic Electronics Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
951 Yamato Road, Boca Raton, FL 33431.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC, a Cayman Islands
exempted limited duration company ("QIP");
ii) QIH Management Investor, L.P., a Delaware limited
partnership ("QIHMI");
iii) QIH Management, Inc., a Delaware corporation ("QIH
Management");
iv) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
v) Mr. George Soros ("Mr. Soros");
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) Winston Partners, L.P., a Delaware limited
partnership ("Winston L.P.");
viii) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM"); and
ix) Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to Shares (as defined herein) held for
the account of QIP. QIHMI, an investment advisory firm, is vested with
investment discretion over the Shares held for the account of QIP. Mr. Soros is
the sole shareholder of QIH Management, the sole general partner of QIHMI, and
Chairman of SFM LLC. Mr. Soros has entered into an agreement pursuant to which
he has agreed to use his best efforts to cause QIH Management to act at the
direction of SFM LLC. Mr. Druckenmiller is Lead Portfolio Manager and a Member
of the Management Committee of SFM LLC. Dr. Chatterjee serves as a
sub-investment advisor to QIP. Dr. Chatterjee has also provided advice to Mr.
Soros relating to his personal investment in Shares.
This Statement also relates to Shares held for the account of
Mr. Soros, as well as Winston L.P., a Delaware limited partnership, CFM and Dr.
Chatterjee. CFM is a Delaware limited partnership and the general partner of
Winston L.P. Dr. Chatterjee is the sole general partner of CFM.
<PAGE>
Page 12 of 18 Pages
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of QIP is Kaya
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
The address of the principal business office of each of QIHMI,
QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue,
33rd Floor, New York, NY 10106.
The address of the principal business office of Winston L.P.,
CFM and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) QIP is a Cayman Islands exempted limited duration
company;
ii) QIHMI is a Delaware limited partnership;
iii) QIH Management is a Delaware corporation;
iv) SFM LLC is a Delaware limited liability company;
v) Mr. Soros is a United States citizen;
vi) Mr. Druckenmiller is a United States citizen;
vii) Winston L.P. is a Delaware limited partnership;
viii) CFM is a Delaware limited partnership; and
ix) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value (the "Shares").
Item 2(e) CUSIP Number:
817265101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
<PAGE>
Page 13 of 18 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of May 18, 1999, each of the Reporting Persons may
be deemed the beneficial owner of the following
number of Shares:
(i) QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller may be deemed to be the beneficial owner of the 2,083,050 Shares
held for the account of QIP.
(ii) Mr. Soros may be deemed to be the beneficial
owner of 2,740,500 Shares. This number consists of (A) 657,450 Shares held for
his personal account and (B) 2,083,050 Shares held for the account of QIP.
(iii) Winston L.P. may be deemed to be the
beneficial owner of the 251,600 Shares held for the account of Winston L.P.
(iv) CFM may be deemed to be the beneficial owner
of 490,004 Shares. This number consists of (A) 238,404 Shares held for the
account of CFM and (B) 251,600 Shares held for the account of Winston L.P.
(v) Dr. Chatterjee may be deemed to be the
beneficial owner of 2,620,508 Shares. This number consists of (A) 47,454 Shares
held for his personal account, (B) 251,600 Shares held for the account of
Winston L.P., (C) 238,404 Shares held for the account of CFM and (D) 2,083,050
Shares held for the account of QIP.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP,
QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller may be deemed to be the
beneficial owner constitutes approximately 2.84% of the total number of Shares
outstanding.
(ii) The number of Shares of which Mr. Soros may
be deemed to be the beneficial owner constitutes approximately 3.74% of the
total number of Shares outstanding.
(iii) The number of Shares of which Winston L.P.
may be deemed to be the beneficial owner constitutes approximately .34% of the
total number of Shares outstanding.
(iv) The number of Shares of which CFM may be
deemed to be the beneficial owner constitutes approximately .67% of the total
number of Shares outstanding.
(v) The number of Shares of which Dr. Chatterjee
may be deemed to be the beneficial owner constitutes approximately 3.57% of the
total number of Shares outstanding.
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.
<PAGE>
Page 14 of 18 Pages
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,083,050
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,083,050
QIHMI
-----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,083,050
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,083,050
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,083,050
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,083,050
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,083,050
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,083,050
<PAGE>
Page 15 of 18 Pages
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 657,450
(ii) Shared power to vote or to direct the vote: 2,083,050
(iii) Sole power to dispose or to direct the disposition of: 657,450
(iv) Shared power to dispose or to direct the disposition of: 2,083,050
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,083,050
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,083,050
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 251,600
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 251,600
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 490,004
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 490,004
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 537,458
(ii) Shared power to vote or to direct the vote: 2,083,050
(iii) Sole power to dispose or to direct the disposition of: 537,458
(iv) Shared power to dispose or to direct the disposition of: 2,083,050
<PAGE>
Page 16 of 18 Pages
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact
that as of the date hereof each of the Reporting Persons has ceased to be the
beneficial owner of more than five percent of the class of securities, check the
following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(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, 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, and proceeds from the sale of, 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, and proceeds from the sale of, the
Shares held for the account of Winston L.P. in accordance with their partnership
interests in Winston L.P.
(iv) The partners of CFM have the right to participate in the
receipt of dividends from, and proceeds from the sale of, the Shares held for
the account of CFM, in accordance with their partnership interests in CFM.
(v) Dr. Chatterjee has the sole right to participate in the
receipt of dividends from, and proceeds from the sale of, the Shares held for
his personal account.
Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Mr. Soros, Winston L.P., CFM and Dr. Chatterjee.
Mr. Soros expressly disclaims beneficial ownership of any Shares held directly
for the accounts of Winston L.P., CFM and Dr. Chatterjee. Each of Winston L.P.
and CFM expressly disclaims beneficial ownership of any Shares held directly for
the accounts of QIP, Mr. Soros and Dr. Chatterjee. Dr. Chatterjee expressly
disclaims beneficial ownership of any Shares held directly for the account of
Mr. Soros.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 17 of 18 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: May 19, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C.NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 19, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Vice President
Date: May 19, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C.NEUS
----------------------------------------
Michael C. Neus
Vice President
Date: May 19, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C.NEUS
----------------------------------------
Michael C. Neus
Assistant General Counsel
Date: May 19, 1999 GEORGE SOROS
By: /S/ MICHAEL C.NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 18 of 18 Pages
Date: May 19, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C.NEUS
----------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: May 19, 1999 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: May 19, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: May 19, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------------
Peter Hurwitz
Attorney-in-Fact
