-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GD51WG7wHqKu2kpg/y+eGz/gq9Xd2PvGcoZxBsTjIvcoD/xZE1CtHDCaIziAtP/f /mH37WFmzScdOQuh6hNTdg== 0000906305-96-000018.txt : 19961113 0000906305-96-000018.hdr.sgml : 19961113 ACCESSION NUMBER: 0000906305-96-000018 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961112 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFELINE SYSTEMS INC CENTRAL INDEX KEY: 0000720195 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 042537528 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35787 FILM NUMBER: 96658020 BUSINESS ADDRESS: STREET 1: 640 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6176791000 MAIL ADDRESS: STREET 2: 640 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139-4851 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON SAMBERG CAPITAL MANAGEMENT INC /CT CENTRAL INDEX KEY: 0000906305 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061033494 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06490 BUSINESS PHONE: 2032540091 MAIL ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06490 SC 13D 1 LIFELINE SYSTEMS, INC.,SCHEDULE 13D THIS DOCUMENT IS A COPY OF THE ORIGINAL SCHEDULE 13D THAT WAS FILED ON 2/9/96 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LIFELINE SYSTEMS, INC. (Name of Issuer) Common (Title of Class of Securities) 532192101 (CUSIP Number) Dawson-Samberg Capital Management, Inc., 354 Pequot Ave., Southport CT 06490 203/254-0091 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 1, 1996 (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 o. Check the following box if a fee is being paid with this 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.) 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 the disclosures provided in a prior cover page. The information required in 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). 1 Name of Reporting Person PEQUOT SCOUT GENERAL PARTNERS IRS Identification No. of Above Person 13-3745924 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 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 CONNECTICUT 7 Sole Voting Power 295,100 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 295,100 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 295,100 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 5.175 14 Type of Reporting Person PN ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, $.02 par value (the "Shares") of Lifeline Systems, Inc., ("LIFE"), a Massachusetts corporation. LIFE's principal executive office is located at 640 Memorial Drive, Cambridge, MA 02139. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Pequot Scout General Partners, a Connecticut partnership (the "Reporting Person"). The sole business of Pequot Scout General Partners is to serve as the general partner of Pequot Scout Fund, L.P. ("Scout"), a limited partnership formed under the laws of Delaware to invest and trade primarily in securities and financial instruments. Messrs. Jonathan T. Dawson and Arthur J. Samberg are general partners of Pequot Scout General Partners. The business address of the Reporting Persons is 354 Pequot Avenue, Southport, CT 06490. None of the Reporting Persons, their respective General Partners, officers, directors or controlling persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors None of the Reporting Persons, their respective General Partners, officers, directors or controlling persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, the Reporting Person beneficially owns in the aggregate 295,100 Shares. The 295,100 Shares were purchased in open market transactions at an aggregate cost of $1,859,913. The funds for the purchase of Shares held by Scout were obtained from the contributions of its various partners/shareholders. ITEM 4. PURPOSE OF TRANSACTION The acquisition of Shares described herein were made for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) (b) (c) As of the date hereof, the Reporting Person beneficially owns in the aggregate 295,100 Shares. These Shares represent approximately 5.2% of the 5,702,000 Shares believed to be outstanding. Pequot Scout General Partners has the sole power to vote, direct the vote, dispose and direct the disposition of the 295,100 Shares owned by Scout. A description of the transactions of the Reporting Person in the Shares that were effected during the past 60 days is set forth on Exhibit B. (d) Not Applicable (e) Not Applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A copy of a written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is attached hereto as Exhibit A. THIS TABLE HAS BEEN SQUEEZED AS FAR AS IT CAN GO WITHOUT WORDS/## BREAKING UP. IF ATTY WANTS MORE INFO OR "MORE SPACE", HE'LL HAVE TO BUMP FONT TO SZ.8 AND/OR MAKE MARGINS THINNER. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Pequot Scout General Partners By: /s/ Arthur J. Samberg Arthur J. Samberg, General Partner February 9, 1996 EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13D dated February 9, 1996 relating to the Shares of Lifeline Systems, Inc. shall be filed on behalf of the undersigned. Pequot Scout General Partners By:/s/ Arthur J. Samberg Arthur J. Samberg, General Partner
EXHIBIT B to Schedule 13D LIFELINE SYSTEMS, INC. SCHEDULE 13D COMMON STOCK, .02 PAR VALUE CUSIP # 532192101 PEQUOT SCOUT # OF SHARES FUND, L.P. TRADE PURCHASED TAX I.D. # DATE (SOLD) PRICE 13-3741801 - -------------- ------------ ------- ---------- TOTAL SHARES @ 07/01/95 280,100 280,100 ------------ ---------- 02/01/96 15,000 11.0000 15,000 15,000 15,000 TOTAL SHARES @ 02/01/96 295,100 295,100 ============ ==========
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