<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
TEKTRONIX, INC.
-------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
-------------------------------------------------
(Title of Class of Securities)
879131100
---------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
65 East 55th Street
New York, New York 10022
(212) 872-1000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1994
---------------------
(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 11 Pages
Exhibit Index: Page 10
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 2 OF 11 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
<TABLE>
<S> <C> <C>
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
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,530,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
5.0%
14 Type of Reporting Person*
IC, OO
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 3 OF 11 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
United States
<TABLE>
<S> <C> <C>
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,530,300
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,530,300
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,530,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
5.0%
14 Type of Reporting Person*
IA; PN
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 4 OF 11 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
United States
<TABLE>
<S> <C> <C>
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,530,300
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,530,300
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,530,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
5.0%
14 Type of Reporting Person*
CO
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 5 OF 11 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
<TABLE>
<S> <C> <C>
7 Sole Voting Power
Number of 1,277,300
Shares
Beneficially 8 Shared Voting Power
Owned By 1,530,300
Each
Reporting 9 Sole Dispositive Power
Person 1,277,300
With
10 Shared Dispositive Power
1,530,300
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,807,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
9.18%
14 Type of Reporting Person*
IA; IN
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 6 OF 11 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
<TABLE>
<S> <C> <C>
7 Sole Voting Power
Number of 676,750
Shares
Beneficially 8 Shared Voting Power
Owned By 1,530,300
Each
Reporting 9 Sole Dispositive Power
Person 676,750
With
10 Shared Dispositive Power
1,530,300
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,207,050
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
7.21%
14 Type of Reporting Person*
IA; IN
<PAGE> 7
Page 7
ITEM 1.
This Amendment No. 10 to Schedule 13D relates to the Shares (the
"Shares") of Common Stock, no par value, issued by Tektronix, Inc. (the
"Issuer"). This Amendment No. 10 further amends the initial statement on
Schedule 13D filed on March 13, 1992 and all subsequent amendments thereto
and is being filed to report recent sales of the Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares beneficially owned by the
Reporting Persons is 3,484,350 (approximately 11.39% of the total number of
Shares outstanding).
i) QI Partners is the beneficial owner of 1,530,300
(approximately 5.0 % of the total amount 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 1,530,300 Shares held by QI Partners.
iii) QIHMI Management, Inc. as the sole general partner of
QIHMI may be deemed a beneficial owner of the 1,530,300 Shares held by QI
Partners.
iv) Mr. Soros may be deemed the beneficial owner of
2,807,600 Shares (approximately 9.18% of the total amount outstanding). This
number includes (a) 1,277,300 Shares owned directly by Mr. Soros, and (b)
1,530,300 Shares owned by QI Partners of which Mr. Soros, as sole shareholder
of QIH Management, Inc., may be considered a beneficial owner.
v) Dr. Chatterjee may be deemed the beneficial owner of
2,207,050 Shares (approximately 7.21% of the total amount outstanding). This
number includes (a) 50,300 Shares owned directly by Dr. Chatterjee; (b) 626,450
Shares owned by Winston and (c) the 1,530,300 Shares owned by QI Partners.
(c) A schedule identifying all transactions involving the Shares
effected by the Reporting Persons since September 5, 1994, the sixty days prior
to the date hereof, is included as Annex A hereto and is incorporated by
reference in response to this Item 5(c). Each of the transactions was executed
in conventional brokerage transactions in the over-the-counter market. Except
for the transactions listed in Annex A, there have been no transactions with
respect to the Shares during the sixty days prior to this filing by the
Reporting Persons or other persons identified in response to Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney, dated July 30, 1992, granted by Dr.
Chatterjee in favor of Mr. W. James Peet (filed as Exhibit B
to Amendment No. 5 and incorporated herein by reference).
(b) Joint Filing Agreement, dated as of April 15, 1994, by and
among Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Mr. George Soros and Dr.
Chatterjee (filed as Exhibit H to Amendment No. 9 and
incorporated herein by reference).
(c) Power of Attorney (and related resolutions), dated April 7,
1994, granted by Quantum Industrial Partners LDC in favor of
George Soros, Gary Gladstein and Sean Warren (filed as Exhibit
I to Amendment No. 9 and incorporated herein by reference).
(d) Power of Attorney, dated January 3, 1989, granted by Mr.
George Soros in favor of Mr. Gary S. Gladstein (Exhibit J
hereto).
<PAGE> 8
Page 8
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: November 4, 1994 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Gary S. Gladstein
-------------------------------
Gary S. Gladstein
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
General Partner
By: /s/ Gary S. Gladstein
----------------------------
Gary S. Gladstein
President
QIH MANAGEMENT, INC.
By: /s/ Gary S. Gladstein
--------------------------------
Gary S. Gladstein
President
GEORGE SOROS
By: /s/ Gary S. Gladstein
--------------------------------
Gary S. Gladstein
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /s/ James Peet
--------------------------------
James Peet
Attorney-in-Fact
<PAGE> 9
Page 9
ANNEX A
RECENT TRANSACTIONS IN COMMON STOCK OF TEKTRONIX, INC.
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE($)
------------------ ------------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Quantum Industrial 10/27/94 Sale 110,500 39.250
Partners LDC 10/28/94 Sale 44,800 39.195
10/31/94 Sale 46,200 38.006
11/01/94 Sale 12,400 37.055
11/02/94 Sale 125,000 37.248
</TABLE>
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE($)
------------------ ------------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
George Soros 10/27/94 Sale 92,300 39.250
10/28/94 Sale 37,300 39.195
10/31/94 Sale 38,600 38.006
11/01/94 Sale 10,350 37.055
11/02/94 Sale 104,300 37.248
</TABLE>
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE($)
------------------ ------------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Purnendu 10/28/94 Sale 1,600 39.195
Chatterjee 10/31/94 Sale 1,700 38.006
11/01/94 Sale 400 37.055
11/02/94 Sale 4,500 37.248
</TABLE>
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE($)
------------------ ------------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Winston Partners, 10/28/94 Sale 18,200 39.195
L.P. 10/31/94 Sale 18,800 38.006
11/01/94 Sale 5,000 37.055
11/02/94 Sale 50,800 37.248
</TABLE>
<PAGE> 10
Page 10
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- -----
<S> <C>
(J) Power of Attorney, dated January 3, 1989, granted by Mr. George Soros in favor
of Mr. Gary S. Gladstein. 11
</TABLE>
<PAGE> 1
Page 11
EXHIBIT A
POWER OF ATTORNEY
Know all men by these presents that I, GEORGE SOROS, hereby make
constitute and appoint GARY S. GLADSTEIN as my agent and attorney in fact for
the purpose of executing in my name, in my personal capacity or in my capacity
as sole proprietor of Soros Fund Management all documents relating to the
beneficial ownership of securities required to be filed with the Securities and
Exchange Commission pursuant to Section 13(d) or Section 16(a) of the
Securities Exchange Act of 1934 including, without limitation: (a) any
acquisition statements on Schedule 13D, 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 or Form 4.
This power of attorney shall be valid from the date hereof until
revoked by me.
In witness whereof I have executed this instrument this 3rd day of
January, 1989.
/s/ George Soros
-------------------------------
George Soros
