<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
April 6, 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 /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)
Continued on following page(s)
Page 1 of 24 Pages
Exhibit Index: Page 19
- -----------------------------
* Initial filing with respect to Quantum Industrial Partners LDC, QIH
Management Investor, L.P. and QIH Management, Inc.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 2 OF 24 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
1,869,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.2%
14 Type of Reporting Person*
IC, OO
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 3 OF 24 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
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,869,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,869,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,869,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.2%
14 Type of Reporting Person*
IA; PN
<PAGE> 4
Page 4
SCHEDULE 13D
CUSIP No. 879131100 Page 4 of 24 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
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,869,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,869,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,869,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
6.2%
14 Type of Reporting Person*
CO
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 5 OF 24 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 1,560,150
Shares
Beneficially 8 Shared Voting Power
Owned By 1,869,200
Each
Reporting 9 Sole Dispositive Power
Person 1,560,150
With
10 Shared Dispositive Power
1,869,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,429,350
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
11.3%
14 Type of Reporting Person*
IA; IN
<PAGE> 6
Page 6
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 6 OF 24 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) /x/
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 777,750
Shares
Beneficially 8 Shared Voting Power
Owned By 1,869,200
Each
Reporting 9 Sole Dispositive Power
Person 777,750
With
10 Shared Dispositive Power
1,869,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,646,950
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
8.7%
14 Type of Reporting Person*
IA; IN
<PAGE> 7
Page 7
This Amendment No. 9 to Schedule 13D relates to the Shares (the
"Shares") of Common Stock, no par value, issued by Tektronix, Inc. (the
"Issuer"). The address of the principal executive offices of the Issuer is
14150 S.W. Karl Braun Drive, Beaverton, Oregon 97077. This Amendment No. 9
further amends the initial statement on Schedule 13D filed on March 13, 1992
(the "Initial Statement") and is being filed to report a recent transfer of
Shares previously acquired by one of the Reporting Persons for the account of
one of its institutional clients to a newly-formed institutional client managed
by a newly-formed affiliate of such Reporting Person. This statement
constitutes an initial statement for the newly-formed entities, as more fully
set forth herein.
This Amendment No. 9 contains information that has previously been
reported in the Initial Statement and prior amendments thereto, because this
Amendment No. 9 is the first such amendment to be filed by the Reporting
Persons through EDGAR.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of:
(1) Quantum Industrial Partners LDC, a Cayman Islands limited
duration company ("QI Partners");
(2) QIH Management Investor, L.P., an investment advisory firm
organized as a Delaware limited partnership ("QIHMI");
(3) QIH Management, Inc., a Delaware corporation and sole general
partner of QIHMI;
(4) Mr. George Soros in his personal capacity and in his capacity
as sole shareholder of QIH Management, Inc., the sole general partner of QIHMI
("Mr. Soros"); and
(5) Mr. Purnendu Chatterjee ("Mr. Chatterjee") in his personal
capacity, in his capacity as Sub-Advisor to QI Partners and in his capacity as
sole general partner of Chatterjee Fund Management, L.P. which is the sole
general partner of Winston Partners, L.P. ("Winston")
(the "Reporting Persons").
The Reporting Persons
Quantum Industrial Partners LDC
This statement relates to Shares originally acquired at the direction
of Soros Fund Management ("SFM") for the account of Quantum Fund N.V. ("Quantum
Fund"), a mutual fund principally engaged in investment and trading in
securities and other assets. As of August 1, 1993, Quantum Fund's entire
position in the issue was transferred to a newly-formed operating subsidiary,
Quantum Partners LDC, a Cayman Islands limited duration company ("Quantum
Partners" and together with Quantum Fund, "Quantum"). As of April 6, 1994, all
of the Shares held for the account of Quantum Partners were transferred to QI
Partners, a newly-formed Cayman Islands limited duration company of which a
majority of the outstanding shares are held by Quantum Industrial Holdings
Limited, a newly-formed British Virgin Islands international business company
("Quantum Industrial" and together with QI Partners, the "Quantum Industrial
Entities"). The principal business of QI Partners is investment in securities.
The principal business of Quantum Industrial is investment and trading in
securities and other assets, both directly and indirectly through its
investment in QI Partners. The principal office of the Quantum Industrial
Entities is located at Kaya Flamboyan 9, Curacao, Netherlands Antilles. Current
information concerning the
<PAGE> 8
Page 8
identity and background of the directors and officers of the Quantum Industrial
Entities is set forth in Annex A hereto, which is incorporated herein by
reference in response to this Item 2.
During the past five years, neither of the QI Industrial Entities has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which any one of them 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.
QIHMI, QIH Management, Inc. and Mr. Soros
QIHMI, a Delaware limited partnership and an affiliate of SFM, holds
the remaining outstanding shares of, and, pursuant to the constituent documents
of QI Partners, is vested with investment discretion with respect to the
portfolio assets held for the account of, QI Partners. However, any proposed
investment in excess of $30 million is subject to the approval of the
investment advisory committee of QI Partners, currently comprised of two
individuals, Mr. Kenneth G. Langone and Mr. Paul Soros. QIHMI, by reason of
such investment discretion, may be considered a beneficial owner of securities
held by QI Partners (including the Shares) for purposes of Section 13(d) of the
Securities Exchange Act of 1934 (the "1934 Act").
The principal business of QIHMI is to provide management and advisory
services to, and to invest in, QI Partners. The sole business of QIH
Management, Inc., of which Mr. Soros is the sole shareholder, is to serve as
the sole general partner of QIHMI. QIH Management, Inc., as the sole general
partner of QIHMI, and Mr. Soros, as the sole shareholder of QIH Management,
Inc., a Delaware corporation and the sole general partner of QIHMI, may also be
deemed a beneficial owner of securities held by QI Partners (including the
Shares) for purposes of Section 13(d) of the 1934 Act. QIHMI has the authority
to delegate portions of the investment program of QI Partners to sub-advisors.
QIHMI and QIH Management, Inc. have their principal offices at 888 Seventh
Avenue, New York, New York 10106.
Mr. Soros is the sole shareholder and the person ultimately in control
of QIH Management, Inc. The principal occupation of Mr. Soros is his direction
of the activities of QIH and SFM which is carried out at their principal
offices located at 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of QIHMI, QIH Management, Inc. nor
Mr. Soros has been (a) convicted in a criminal proceeding, or (b) a party to
any civil proceeding as a result of which any one of them 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. Current information
concerning the identity and background of the directors and officers of QIH
Management, Inc. is set forth in Annex B hereto, which is incorporated herein
by reference. Current information concerning the identity and background of
the Managing Directors is set forth in Annex C hereto, which is incorporated
herein by reference.
Winston, Chatterjee Fund Management and Mr. Chatterjee
Winston is a private investment fund principally engaged in
investments in securities and other investments. The principal office of
Winston is located at 888 Seventh Avenue, New York New York, 10106. During the
past five years, Winston has not been: (a) convicted in a criminal proceeding;
or (b) a party to any civil proceeding as a result of which either 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.
The sole business purpose of Chatterjee Fund Management, L.P. is to
serve as the sole general partner of Winston. The principal office of
Chatterjee Fund Management, L.P. is located at 888 Seventh Avenue, New York,
New York 10106. During the past five years, Chatterjee Fund Management, L.P.
has not been: (a)
<PAGE> 9
Page 9
convicted in a criminal proceeding; or (b) a party to any civil proceeding as a
result of which either 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.
The principal occupation of Mr. Purnendu Chatterjee, a United States
citizen, is as an investment manager. Mr. Chatterjee is the sole general
partner of Chatterjee Fund Management, L.P., the sole general partner of
Winston. The business address where Mr. Chatterjee conducts his business
activities is 888 Seventh Avenue, New York, New York 10106.
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 Mr.
Chatterjee, wherein the Commission alleged that Mr. 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. Mr. Chatterjee settled the Commission's action on the same date it
was filed without admitting or denying the allegations of the complaint. Mr.
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. Mr.
Chatterjee also agreed to pay a civil penalty of $643,855. During the past
five years, Mr. Chatterjee, has not been convicted in any criminal proceeding.
Pursuant to regulations promulgated under Section 13(d) of the 1934
Act, Mr. Chatterjee, as the sole general partner of Chatterjee Fund Management,
L.P. and the person ultimately in control of Winston, and Chatterjee Fund
Management, L.P. (as sole general partner of Winston) may be deemed a
"beneficial owner" of securities, including the Shares, held by Winston.
Effective as of April 6, 1994, Mr. Chatterjee was appointed by QIHMI
as a sub-advisor of QI Partners with respect to the Shares of the Issuer
currently reported as being held for the account of QI Partners. Pursuant to
the regulations promulgated under Section 13(d) of the 1934 Act, Mr. Chatterjee
as a sub-advisor of QI Partners with respect to the Shares held for the account
of QI Partners may be deemed a "beneficial owner" of such Shares.
Mr. Chatterjee has also provided advice to Mr. Soros relating to his
personal investment in Shares.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares were transferred by Quantum Partners to QI Partners
at an aggregate price equal to $57,010,600.00, in exchange for shares of QI
Partners, which were issued as part of the "Quantum Industrial Distribution"
(as described in Item 6 hereof).
Quantum and Mr. Soros purchased the Shares through, and QI Partners
holds them in, margin accounts maintained for each of them with Arnhold and S.
Bleichroeder, Inc., which extends margin credit to Quantum, QI Partners and Mr.
Soros as well as to Winston and Mr. Chatterjee as and when required to open or
carry positions in their respective margin accounts, subject to applicable
Federal margin regulations, stock exchange rules and the firm's credit
policies. The positions held in the margin accounts, including the Shares, may
from time to time be pledged as collateral security for the repayment of debit
balances in the account.
ITEM 4. PURPOSE OF TRANSACTION.
During 1992, Mr. Chatterjee communicated with the Board of Directors of
the Issuer (the "Board") on several occasions in his capacity as a shareholder
of the Issuer. Communications with the Board took the form of constructive
proposals for improving the Issuer's financial prospects. By a letter dated
August
<PAGE> 10
Page 10
14, 1992 addressed to Mr. Jerome J. Meyer ("Mr. Meyer"), Chairman and Chief
Executive Officer of the Issuer (attached as Exhibit A to Amendment No. 5 to
the Initial Statement), Mr. Chatterjee proposed an expansion of the Issuer's
Board following the 1992 Annual Meeting of Stockholders and sought to establish
a procedure for adding three independent persons to the Board. Mr. Meyer, by
letter dated August 18, 1992, communicated to Mr. Chatterjee that the Issuer's
Board would consider Mr. Chatterjee's proposals in the normal course on a
schedule that would not conflict with the Issuer's Annual Meeting. Mr.
Chatterjee replied, by letter dated August 20, 1992, asking whether the
Chairman was supportive of Mr. Chatterjee's proposal and could commit to a
specific schedule to act on it.
On September 17, 1992, Mr. Chatterjee sent a letter to Mr. Meyer, demanding on
behalf of Quantum Fund, Mr. Soros and himself (the "Original Reporting
Persons"), that the Issuer call a Special Meeting of Shareholders to be held on
October 29, 1992 for the purpose of expanding the Issuer's Board, electing as
Directors additional candidates proposed by the shareholders and limiting the
power of the Board to amend the Issuer's By-laws. The letter informed Mr.
Meyer that the Original Reporting Persons had concluded that their pending
proposals to restructure the Board were not receiving full and fair
consideration from management and, therefore, should be considered directly by
the shareholders (a copy of such letter was attached as Exhibit A to Amendment
No. 6 to the Initial Statement).
On November 11, 1992, the Original Reporting Persons entered into an
agreement with the Issuer (the "Agreement"). The Agreement provides for the
election to the Issuer's Board of Directors of two individuals identified in
the Agreement (neither of whom is associated with the Issuer or the Original
Reporting Persons) and for the inclusion of the newly appointed directors (or
other nominees mutually acceptable to the Issuer and the Original Reporting
Persons) in management's slate of nominees at the next annual meeting of the
Issuer's shareholders. Pursuant to the Agreement, the Original Reporting
Persons have withdrawn their demand for the Special Meeting of Shareholders
that was to be held for the purpose of, among other things, adding additional
members to the Issuer's Board of Directors, and the litigation between the
Issuer and the Original Reporting Persons has been settled.
The Agreement also provides that until March 15, 1994, the Original
Reporting Persons will not acquire beneficial ownership of more than 14.9% of
the outstanding Shares; will vote in favor of management's slate of directors,
provided that it conforms with certain requirements as to composition specified
in the Agreement; and will not solicit proxies or engage in certain other
enumerated transactions and activities affecting the Issuer. (A copy of the
Agreement was attached to Amendment No. 7 to the Initial Statement as Exhibit
G.)
QI Partners acquired the Shares from Quantum Partners as part of the
Quantum Industrial Distribution. None of the Reporting Persons has any plans
or proposals that relate to or would result in any change in the business,
policies, management, structure or capitalization of the Issuer. The Reporting
Persons reserve the right to acquire additional securities of the Issuer, to
dispose of 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 their general investment and trading policies,
market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares beneficially owned by the
Reporting Persons is 4,207,100 (approximately 13.9% of the total number of
Shares outstanding).
i) QI Partners is the beneficial owner of 1,869,200
(approximately 6.2% of the total number of Shares outstanding).
ii) QIHMI, by reason of the investment authority it
shares with Mr. Chatterjee with respect to the Shares, may be deemed the
beneficial owner of the 1,869,200 Shares held by QI Partners.
iii) QIHMI Management, Inc. as the sole general partner of
QIHMI may be deemed a beneficial owner of the 1,869,200 Shares held by QI
Partners.
iv) Mr. Soros may be deemed the beneficial owner of
3,429,350 Shares (approximately 11.3% of the total number of Shares
outstanding). This number consist of (a) 1,560,150 Shares owned directly by Mr.
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Soros, and (b) 1,869,200 Shares owned by QI Partners of which Mr. Soros, as
sole shareholder of QIH Management, Inc., may be considered a beneficial owner.
v) Mr. Chatterjee may be deemed the beneficial owner of
2,646,950 Shares (approximately 8.7% of the total number of Shares
outstanding). This number includes (a) 58,500 Shares owned directly by Mr.
Chatterjee; (b) 719,250 Shares owned by Winston and (c) the 1,869,200 Shares
owned by QI Partners.
(b) The power to direct the disposition and voting of the
1,869,200 Shares presently owned by QI Partners is shared by QIHMI and Mr.
Chatterjee. Mr. Soros has the sole power to direct the disposition and voting
of the 1,560,150 Shares he owns personally. Mr. Chatterjee has the sole power
to direct the disposition and voting of the 58,500 Shares he owns personally
and the 719,250 owned by Winston.
(c) Except for the transfer of Shares previously held by Quantum
Partners to QI Partners, there have been no transactions with respect to the
Shares since February 14, 1994, 60 days prior to the date hereof, by any of the
Reporting Persons.
(d) The shareholders of the Quantum Industrial Entities have the
right to participate in the receipt of dividends from, or proceeds from the
sale of, securities held by the Quantum Industrial Entities (including the
Shares) in accordance with their share ownership interests in the respective
Quantum Industrial Entities. The partners of Winston have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held by Winston (including the Shares) in accordance with their
partnership interests in Winston.
(e) As of August 1, 1993, Quantum Fund ceased to be a "beneficial
owner" of Shares within the meaning of Section 13(d) of the 1934 Act, although
it continued to have an indirect interest therein through its ownership of
shares in Quantum Partners. On April 6, 1994, Quantum Partners and SFM ceased
to be "beneficial owners" of Shares within the meaning of Section 13(d) of the
1934 Act.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On April 6, 1994, Quantum Fund, the principal shareholder of Quantum
Partners, and three other investment funds managed by SFM (collectively, the
"Quantum Group of Funds"), paid distributions to their respective shareholders
(the "Quantum Industrial Distribution"). Such shareholders were given the
option of receiving their distribution either in cash, in shares of Quantum
Industrial or in shares of another new fund. In connection with the Quantum
Industrial Distribution, Quantum Partners transferred to QI Partners various
portfolio positions, including the Shares, identified by SFM as being suitable
for the investment program to be conducted by QI Partners in exchange for
shares of QI Partners. Such shares of QI Partners were simultaneously
exchanged by Quantum Partners for shares of Quantum Industrial, and such shares
of Quantum Industrial were among those distributed by the Quantum Group of
Funds to those of its shareholders who had elected to receive such shares in
lieu of a cash distribution.
Except as otherwise indicated in this statement, the Reporting Persons
do not have any contracts, arrangements, understanding or relationships with
respect to any securities of this Issuer.
<PAGE> 12
Page 12
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(A) Joint Filing Agreement, dated as of March 13, 1992, by and
among Quantum Fund N.V. and Mr. George Soros and Mr. Purnendu
Chatterjee. (filed as Exhibit A to the Initial Statement and
incorporated herein by reference).
(B) Power of Attorney dated March 13, 1992 granted by Quantum Fund
N.V. in favor of Mr. George Soros, Mr. Gary S. Gladstein and
Mr. Sean C. Warren (filed as Exhibit B to the Initial
Statement and incorporated herein by reference).
(C) Power of Attorney dated December 11, 1991 granted by George
Soros in favor of Mr. Sean C. Warren (filed as Exhibit C the
Initial Statement 13D and incorporated herein by reference).
(D) Letter, dated August 14, 1992 from Mr. Purnendu Chatterjee to
Mr. Jerome J. Meyer ("Mr. Meyer"), Chairman of the Board of
Directors and Chief Executive Officer of Tektronix, Inc.
(filed as Exhibit A to Amendment No. 5 to the Initial
Statement and incorporated herein by reference and hereinafter
designated as Exhibit D).
(E) Power of Attorney, dated July 30, 1992, granted by Mr.
Purnendu Chatterjee in favor of Mr. W. James Peet, (filed as
Exhibit B to Amendment No. 5 to the Initial Statement and
incorporated herein by reference and hereinafter designated as
Exhibit E).
(F) Letter, dated September 17, 1992, from Mr. Purnendu Chatterjee
and Mr. Meyer (filed as Exhibit A to Amendment No. 6 to the
Initial Statement and incorporated herein by reference and
hereinafter designated as Exhibit F).
(G) Agreement dated November 11, 1992 by and among Tektronix,
Inc., Mr. George Soros, Mr. Purnendu Chatterjee and Quantum
Fund N.V. (filed as Exhibit G to Amendment No. 7 to the
Initial Statement and incorporated herein by reference and
hereinafter designated as Exhibit G).
(H) 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 Mr.
Chatterjee.
(I) 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.
<PAGE> 13
Page 13
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: April 15, 1994 QUANTUM INDUSTRIAL PARTNERS LDC
By: \s\ Sean C. Warren
-----------------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
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
GEORGE SOROS
By: \s\ Sean C. Warren
----------------------------------------
Sean C. Warren
Attorney-in-Fact
\s\ Purnendu Chatterjee
-----------------------------------------
PURNENDU CHATTERJEE
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Page 14
SIGNATURES
(cont'd)
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: April 15, 1994 QUANTUM FUND N.V.
By: \s\ Sean C. Warren
-----------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE> 15
Page 15
ANNEX A
DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL PARTNERS LDC
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. corporations Curacao,
Managing Director Netherlands Antilles
(Netherlands Antilles)
</TABLE>
ADVISORY COMMITTEE OF QUANTUM INDUSTRIAL PARTNERS LDC
<TABLE>
<S> <C> <C>
Kenneth G. Langone Managing Director of 375 Park Avenue
Advisor Invemed Associates, Inc. New York, New York 10152
(United States) U.S.A.
Paul Soros Engineer 485 Fifth Avenue
Advisor New York, New York 10017
(United States) U.S.A.
</TABLE>
<PAGE> 16
Page 16
DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL HOLDINGS LIMITED
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. corporations Curacao,
Managing Director Netherlands Antilles
(Netherlands Antilles)
Alberto Foglia Principal of Banca del Ceresio Via Pretorio 13
Member of Board of 6901 Lugano
Advisors Switzerland
(Switzerland)
Richard Katz Investment Banker Villa La Sirena
Chairman of Board of Vico dell'Olivetta 12
Advisors 18097 Mortola Inferiore
(United Kingdom) Ventimiglia
Italy
Kenneth G. Langone Managing Director of 375 Park Avenue
Member of Board of Invemed Associates, Inc. New York, New York 10152
Advisors U.S.A.
(United States)
Beat Notz Principal of Notz, Stucki & Cie 98, rue de Saint-Jean
Member of Board of 1211 Geneva
Advisors Switzerland
(France)
Edgar D. de Picciotto Chief Executive Office of 96-98, rue du Rhone
Member of Board of CBI-TDB 1211 Geneva
Advisors Union Bancaire Privee Switzerland
(Switzerland)
</TABLE>
During the past five years, none of the persons named above has been: (a)
convicted in a criminal proceeding; or (b) 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
violation with respect to such laws.
<PAGE> 17
Page 17
ANNEX B
DIRECTORS AND OFFICERS OF QIH MANAGEMENT, INC.
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
<S> <C> <C>
Gary Gladstein Managing Director of Soros Fund 888 Seventh Avenue
Director, Management New York, New York
President U.S.A.
(United States)
Sean Warren Managing Director of Soros 888 Seventh Avenue
Director, Fund Management New York, New York
Vice President, Secretary U.S.A.
(United States)
Peter Streinger Chief Accountant of Soros Fund 888 Seventh Avenue
Treasurer Management New York, New York
(United States) U.S.A.
</TABLE>
During the past five years, none of the persons named above has been: (a)
convicted in a criminal proceeding; or (b) 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
violation with respect to such laws.
<PAGE> 18
Page 18
ANNEX C
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 A. Johnson
Donald H. Krueger
Elizabeth Larson
Gerard Manolovici
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Robert M. Raiff
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 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
violation with respect to such laws.
<PAGE> 19
Page 19
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C>
H 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 Mr. Purdendu Chatterjee 20
I 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 21
</TABLE>
<PAGE> 1
Page 20
EXHIBIT E
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Tektronix, Inc. dated April 15, 1994 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: April 15, 1994 QUANTUM INDUSTRIAL PARTNERS LDC
By: \s\ Sean C. Warren
-----------------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.
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
GEORGE SOROS
By: \s\ Sean C. Warren
-----------------------------------------
Sean C. Warren
Attorney-in-Fact
\s\ Purnendu Chatterjee
-----------------------------------------------
PURNENDU CHATTERJEE
<PAGE> 1
Page 21
EXHIBIT F
QUANTUM INDUSTRIAL PARTNERS LDC
(A CAYMAN ISLANDS EXEMPTED LIMITED DURATION COMPANY)
RESOLUTIONS ADOPTED BY THE SOLE DIRECTOR
The Sole Director of QUANTUM INDUSTRIAL PARTNERS LDC (the
"Company"), a Cayman Islands exempted limited duration company, hereby adopts
the following resolutions:
RESOLVED, that the Company appoint and empower George Soros, Gary
Gladstein and Sean Warren or any one of them, acting singly and not
jointly, as its true and lawful attorneys-in-fact (the
"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
TEKTRONIX, INC., 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, QIH
Management Investor, L.P. 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; and further
RESOLVED, that the Company direct the Attorneys-in-Fact, or any one of
them, acting singly and not jointly, to take such actions and to
complete, execute and deliver any agreements, deeds, instruments,
receipts, certificates and other documents, which he in his sole
discretion deems necessary or advisable to carry the foregoing
resolution into effect, and that any and all past acts by such
Attorneys-in-Fact in furtherance of the foregoing be, and they hereby
are, ratified and confirmed; and further
RESOLVED, that the Managing Director of the Company be, and it hereby
is, authorized to sign and affix the seal of the Company to the Power
of Attorney.
IN WITNESS WHEREOF, the undersigned has set its hand this 7th day of April,
1994.
QUANTUM INDUSTRIAL PARTNERS LDC
/s/ J.H.F. Grootjen/B.H. Jansen
------------------------------------------
Curacao Corporation Company N.V.
Sole Director
<PAGE> 2
Page 22
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:
GEORGE SOROS, GARY GLADSTEIN AND SEAN WARREN
each with a business address at QIH Management Investor, L.P., 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 Tektronix, Inc.
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, QIH Management Investor, L.P. 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.
<PAGE> 3
Page 23
The Common Seal of QUANTUM )
INDUSTRIAL PARTNERS LDC )
was hereunto affixed by )
)
______________________ )
for and on behalf of QUANTUM )
INDUSTRIAL PARTNERS LDC, in ) Per: \s\ J.H.F. Grootjen\Mr. B.H. Jansen
the presence of: ) -------------------------------------
)
)
/s/ E. A. Angila-Vried )
---------------------------
Witness
<PAGE> 4
Page 24
PROBATE
BE IT REMEMBERED that on this 12th day of April, 1994 before me the
undersigned, a Notary Public in and for the Netherlands Antilles personally
came and appeared one Edselyne A. Angila-Vriend an attesting witness to the due
execution of the within Power of Attorney who being by me duly sworn made oath
and said that he/she was present and did see the Common Seal of QUANTUM
INDUSTRIAL PARTNERS LDC affixed to the within Power of Attorney by Mr. J.H.F.
Grootjen/Mr. B.H. Jansen for and on behalf of Curacao Corporation Company N.V.,
the sole director of QUANTUM INDUSTRIAL PARTNERS LDC and did see the said
person sign the within power of Attorney and deliver the same on behalf of the
said QUANTUM INDUSTRIAL PARTNERS LDC for the purposes therein mentioned.
/s/ E. Angila /s/ Gerard Christoffel Antonius Smeets
- -------------------------- ---------------------------------------
Witness Notary Public in and for
the Netherlands Antilles
