<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
TEKTRONIX, INC.
_________________________________________________________
(Name of Issuer)
Common Stock, $.01 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, 33rd Floor
New York, New York 10022
(212) 872-1000
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 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 9 Pages
Exhibit Index: None
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 2 OF 9 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
1,530,300
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 3 OF 9 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 1,530,300
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,530,300
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 4 OF 9 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 1,530,300
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,530,300
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; CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 5 OF 9 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 1,530,300
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,530,300
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; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 879131100 PAGE 6 OF 9 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 1,530,300
Each
Reporting 9 Sole Dispositive Power
Person 811,439
With
10 Shared Dispositive Power
1,530,300
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,341,739
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
7.65%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 11 to Schedule 13D relates to Shares (the
"Shares") of Common Stock, no par value, issued by Tektronix, Inc. (the
"Issuer"). This Amendment No. 11 further amends the initial statement on
Schedule 13D dated March 13, 1992 and all subsequent amendments thereto (the
"Initial Statement") and is being filed to report the recent transfer of
certain of the Shares reported as directly owned by Mr. Soros to a charitable
foundation. Capitalized terms used herein and not otherwise defined herein
shall have the meaning given to them in the Initial Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares beneficially owned by the
Reporting Persons is 2,341,739 (approximately 7.65% of the Shares outstanding).
i) QI Partners is the beneficial owner of 1,530,300
Shares (approximately 5.0% 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 1,530,300 Shares held by QI Partners.
iii) QIHMI Management, Inc., as the sole general partner
of QIHMI, may be deemed the beneficial owner of the 1,530,300 Shares held by QI
Partners.
iv) Mr. Soros, as the sole shareholder of QIHMI
Management, Inc., may be deemed the beneficial owner of the 1,530,300 Shares
held by QI Partners. Mr. Soros expressly disclaims beneficial ownership of the
Shares held by Dr. Chatterjee, Winston and the Open Society Institute (as
described in paragraph (c) of this Item 5).
<PAGE> 8
Page 8
v) Dr. Chatterjee may be deemed the beneficial owner of
2,341,739 Shares (approximately 7.65% 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 1,530,300 Shares held by QI Partners. Dr.
Chatterjee expressly disclaims beneficial ownership of the Shares held by the
Open Society Institute.
(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
1,530,300 Shares owned 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.
(c) On December 23, 1994 Dr. Chatterjee was allocated 134,689 of
the shares held of record in the name of Mr. Soros, in accordance with the
terms of the partnership agreement between Mr. Soros and Dr. Chatterjee
providing for the allocation of profits or losses on Shares purchased with
funds provided by Mr. Soros, and such Shares were transferred to Dr.
Chaterjee.
On December 23, 1994, Mr. Soros donated the 1,142,611 Shares
directly owned by him to Soros Humanitarian Foundation, a charitable foundation
of which Mr. Soros serves as one of the trustees, Mr. Soros received no
consideration for the Shares.
On December 28, 1994, Soros Humanitarian Foundation donated
the 1,142,611 Shares that it had received form Mr. Soros to the Open Society
Institute, a charitable foundation of which Mr. Soros serves as one of the
trustees. The Soros Humanitarian Foundation received no consideration for the
Shares.
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 December 11, 1991, granted
by Mr. George Soros in favor of Mr. Sean C. Warren (Filed as Exhibit C to the
Initial Statement and incorporated herein by reference).
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Page 9
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 3, 1995 QUANTUM INDUSTRIAL PARTNERS LDC
By: /c/ Sean C. Warren
--------------------------------
Sean C. Warren
Attorney-in-Fact
Date: January 3, 1995 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC., general partner
By: /s/ Sean C. Warren
--------------------------------
Sean C. Warren
Vice President
Date: January 3, 1995 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
--------------------------------
Sean C. Warren
Vice President
Date: January 3, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
--------------------------------
Sean C. Warren
Attorney-in-Fact
Date: January 3, 1995 PURNENDU CHATTERJEE
By: /s/ James Peet
--------------------------------
James Peet
Attorney-in-Fact
