<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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.
399 Park Avenue, 22nd Floor
New York, New York 10022
(212) 872-1000
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 8, 1995
_______________________________________
(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
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
700,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
2.25%
14 Type of Reporting Person*
IC; OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 700,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
700,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
700,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
2.25%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 700,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
700,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
700,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
2.25%
14 Type of Reporting Person*
IA; CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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
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 700,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
700,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
700,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
2.25%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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
7 Sole Voting Power
Number of 811,439
Shares
Beneficially 8 Shared Voting Power
Owned By 700,000
Each
Reporting 9 Sole Dispositive Power
Person 811,439
With
10 Shared Dispositive Power
700,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,511,439
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
4.87%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Page 7
This Amendment No. 13 to Schedule 13D relates to the shares of
Common Stock, no par value (the "Shares"), issued by Tektronix, Inc. (the
"Issuer"). This Amendment No. 13 further amends the initial statement on
Schedule 13D dated March 13, 1992 and all subsequent amendments thereto
(collectively, the "Initial Statement") and is being filed to report recent
sales of the Shares by QI Partners, the details of which are set forth on Annex
A hereto, as a result of which the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the Shares. Capitalized terms
used herein and not otherwise defined herein shall have the meaning given to
them in the Initial Statement. The Initial Statement is supplementally amended
as set forth herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares which the Reporting Persons may
be deemed to own beneficially is 1,511,439 (approximately 4.87% of the Shares
outstanding).
i) QI Partners may be deemed the beneficial owner of
700,000 Shares (approximately 2.25% of the total Shares outstanding).
ii) QIHMI, by reason of the investment authority it
shares with Dr. Chatterjee with respect to the Shares, may be deemed the
beneficial owner of the 700,000 Shares held by QI Partners.
iii) QIHMI Management, Inc., as the sole general partner
of QIHMI, may be deemed the beneficial owner of the 700,000 Shares held by QI
Partners.
iv) Mr. Soros, as the sole shareholder of QIHMI
Management, Inc., may be deemed the beneficial owner of the 700,000 Shares held
by QI Partners. Mr. Soros expressly disclaims beneficial ownership of the
Shares held by Dr. Chatterjee and Winston.
v) Dr. Chatterjee may be deemed the beneficial owner of
1,511,439 Shares (approximately 4.87% of the Shares outstanding). This number
includes: (a) 184,989 Shares owned directly by Dr. Chatterjee, (b) 626,450
Shares owned by Winston and (c) the 700,000 Shares held by QI Partners.
(b) i) Mr. Soros, as the sole shareholder of QIHMI
Management, Inc., and Dr. Chatterjee, by virtue of his investment discretion
with respect to the Shares, have shared voting power with respect to the
700,000 Shares held by QI Partners.
ii) Dr. Chatterjee has sole voting power with respect to
both the 184,989 Shares owned directly by him and the 626,450 Shares owned by
Winston, of which Dr. Chatterjee is the sole general partner of the general
partner.
(c) Except as disclosed in Annex A hereto, there have been no
transactions in the Shares by any of the Reporting Persons or other persons
identified in response to Item 2 since April 9, 1995 (the 60 days prior to the
date hereof).
(e) As a result of the sale of 82,100 Shares by QI Partners on
June 8, 1995, the Reporting Persons ceased to be the beneficial owners of more
than five percent of the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(e) Power of Attorney, dated May 31, 1995, granted by Purnendu
Chatterjee in favor of Peter Hurwitz.
<PAGE> 8
Page 8
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: June 13, 1995 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
-----------------------------------
Sean C. Warren
Attorney-in-Fact
Date: June 13, 1995 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC., general partner
By: /s/ Sean C. Warren
---------------------------------
Sean C. Warren
Vice President
Date: June 13, 1995 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
---------------------------------------
Sean C. Warren
Vice President
Date: June 13, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
---------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: June 13, 1995 PURNENDU CHATTERJEE
By: /s/ Peter Hurwitz
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE> 9
Page 9
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF TEKTRONIX, INC. BY QUANTUM
INDUSTRIAL PARTNERS LDC
<TABLE>
<CAPTION>
Date of Transaction Nature of Transaction Number of Shares Price per Share($)
<S> <C> <C> <C>
06/08/95 Sale 82,100 43.69
</TABLE>
<PAGE> 10
Page 10
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
E Power of Attorney, dated May 31, 1995, granted by 11
Purnendu Chatterjee in favor of Peter Hurwitz.
</TABLE>
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney in fact for the
purpose of executing in my name or in my personal capacity 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 Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities 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 this 31st day of May, 1995.
/s/ Purnendu Chatterjee
----------------------------------
PURNENDU CHATTERJEE
