<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
March 16, 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 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
943,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
3.06%
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 943,100
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
943,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
943,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
3.06%
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 943,100
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
943,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
943,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
3.06%
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 943,100
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
943,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
943,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
3.06%
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 943,100
Each
Reporting 9 Sole Dispositive Power
Person 811,439
With
10 Shared Dispositive Power
943,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,754,539
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
5.70%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Page 7
This Amendment No. 12 to Schedule 13D relates to the shares of
Common Stock, no par value (the "Shares"), issued by Tektronix, Inc. (the
"Issuer"). This Amendment No. 12 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. 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 beneficially own is 1,754,539 (approximately 5.70% of the Shares
outstanding).
i) QI Partners may be deemed the beneficial owner of
943,100 Shares (approximately 3.06% 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 943,100 Shares held by QI Partners.
iii) QIHMI Management, Inc., as the sole general partner
of QIHMI, may be deemed the beneficial owner of the 943,100 Shares held by QI
Partners.
iv) Mr. Soros, as the sole shareholder of QIHMI
Management, Inc., may be deemed the beneficial owner of the 943,100 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
1,754,539 Shares (approximately 5.70% 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 943,100 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
943,100 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 this Item 2 since January 18, 1995 (the 60 days prior
to the date hereof).
<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: March 21, 1995 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Sean C. Warren
--------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: March 21, 1995 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC., general partner
By: /s/ Sean C. Warren
--------------------------------------
Sean C. Warren
Vice President
Date: March 21, 1995 QIH MANAGEMENT, INC.
By: /s/ Sean C. Warren
--------------------------------------
Sean C. Warren
Vice President
Date: March 21, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
--------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: March 21, 1995 PURNENDU CHATTERJEE
By: /s/ W. James Peet
-------------------------------------
W. James Peet
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 Nature of Number of Price per
Transaction Transaction Shares Share($)
<S> <C> <C> <C>
02/27/95 Sale 30,000 34.188
02/28/95 Sale 18,000 34.202
03/10/95 Sale 200 32.563
03/13/95 Sale 31,400 31.965
03/14/95 Sale 79,700 32.233
03/15/95 Sale 103,300 32.437
03/16/95 Sale 196,500 36.174
03/17/95 Sale 71,300 36.363
03/20/95 Sale 56,800 36.633
</TABLE>
