-----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, E2lF1sOa0lIK4f3StEGUSvEsSRyCKQ0hlbLF+sDuqM1UK7vl3+IBFcQLiFl7h1Gh TAf1sGk7++YkQsfDLnEIzQ== 0000906305-97-000041.txt : 19970220 0000906305-97-000041.hdr.sgml : 19970220 ACCESSION NUMBER: 0000906305-97-000041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970203 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIANA CORP CENTRAL INDEX KEY: 0000057201 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 362448698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07333 FILM NUMBER: 97516756 BUSINESS ADDRESS: STREET 1: 8200 W BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223-1706 BUSINESS PHONE: 4143550037 FORMER COMPANY: FORMER CONFORMED NAME: FH INDUSTRIES CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: SCOT LAD FOODS INC DATE OF NAME CHANGE: 19841202 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/A 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/A 1 THE DIANA CORPORATION, SCHEDULE 13D/A THIS SCHEDULE 13D CORRECTS AND AMENDS THE 13D THAT WAS FILED ON 1/8/97 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) THE DIANA CORPORATION (Name of Issuer) Common (Title of Class of Securities) 252790100 (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) January 1, 1997 (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 o. (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 DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. IRS Identification No. of Above Person 06-1033494 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 3 SEC USE ONLY 4 Source of Funds 00 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 284,040 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 284,040 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 284,040 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 5.4 14 Type of Reporting Person IA 1 Name of Reporting Person PORRIDGE PARTNERS II IRS Identification No. of Above Person 06-1391106 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 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 CONNECTICUT 7 Sole Voting Power 63,000 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 63,000 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 63,000 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 1.2 14 Type of Reporting Person PN 1 Name of Reporting Person ARTHUR J. SAMBERG IRS Identification No. of Above Person ###-##-#### 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 3 SEC USE ONLY 4 Source of Funds 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 105,945 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 105,945 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 105,945 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 2.0 14 Type of Reporting Person IN This Amendment Number 3 sets forth changes in the information previously filed on Schedule 13D relative to the holdings of Common Stock of The Diana Corporation ("DNA"), a Delaware corporation. ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, $1.00 par value (the "shares") of The Diana Corporation ("DNA"), a Delaware corporation. DNA's principal executive office is located at 8200 W. Brown Deer Road, Suite 200, Milwaukee, WI 53223. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Porridge Partners II ("Porridge"), a Connecticut partnership and Arthur J. Samberg ("Samberg"), individually (collectively, the "Reporting Persons"). The principal business of Dawson-Samberg, an investment adviser registered under the Investment Advisers Act of 1940, is to act as investment adviser to certain investments funds and managed accounts. The principal shareholders of Dawson-Samberg are Messrs. Jonathan T. Dawson and Arthur J. Samberg. Messrs. Dawson and Samberg are members of Pequot General Partners, LLC ("Pequot"), Pequot Endowment Partners, LLC ("Endowment") and DS International Partners, LLC ("International"), all of which are Delaware limited liability companies. The sole business of Pequot is to serve as the general partner of Pequot Partners Fund, L.P. ("Pequot Partners"), a limited partnership formed under the laws of Delaware to invest and trade primarily in securities and financial instruments. The sole business of Endowment is to serve as the general partner of Pequot Endowment Fund, L.P. ("Pequot Endowment"), a partnership formed under the laws of Delaware to invest and trade primarily in securities and financial instruments. The sole business of International is to serve as the investment manager of Pequot International Fund, Inc. ("Pequot International"), a corporation formed under the laws of British Virgin Islands to invest and trade primarily in securities and financial instruments. The sole business of Porridge, of which Mr. Samberg is a general partner, is to invest and trade in securities and financial instruments. Mr. Samberg is the President of Dawson-Samberg . The business address of the Reporting Persons is 354 Pequot Avenue, Southport, CT 06490. None of the Reporting Persons, their respective General Partners, members, 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, members, 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 Persons beneficially own in the aggregate 452,985 Shares. Of the 452,985 Shares, 104,975 shares are owned by Pequot Partners, 24,690 shares are held in separately managed accounts for which Dawson-Samberg acts as investment adviser, 57,360 shares are owned by Pequot Endowment, 97,015 shares are owned by Pequot International, 63,000 shares are owned by Porridge and 105,945 shares are owned by Samberg. 368,985 Shares were purchased in open market transactions at an aggregate cost of $11,436,898. 84,000 Shares were purchased in a private negotiated transaction at an aggregate cost of $1,640,000. The funds for the purchase of Shares held by Pequot Partners, Pequot Endowment, Pequot International and Porridge were obtained from the contributions of their various partners/shareholders. The funds for the acquisition of the Shares held by the managed accounts & Samberg came from their own funds. ITEM 4. PURPOSE OF TRANSACTION No Change ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, the Reporting Persons beneficially own in the aggregate 452,985 Shares. These Shares represent approximately 8.5% of the 5,298,483 Shares believed to be outstanding. Dawson-Samberg has the sole power to dispose and direct the disposition of 284,040 of these shares, Porridge has the sole power to vote, direct the vote, dispose and direct the disposition of the 63,000 Shares owned by them and Samberg has the sole power to vote, direct the vote, dispose and direct the disposition of the 105,945 Shares owned by him. All transactions within the last 60 days are shown on Exhibit B. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not Applicable 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 a 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. Dawson-Samberg Capital Management, Inc. By: /s/ Arthur J. Samberg Arthur J. Samberg, President Porridge Partners II By: /s/ Arthur J. Samberg Arthur J. Samberg, General Partner Arthur J. Samberg By: /s/ Arthur J. Samberg Arthur J. Samberg, Individually January 31, 1997 EXHIBIT A AGREEMENT The undersigned agree that this Amendment Number 2 to Schedule 13D dated January 31, 1997 relating to the Shares of The Diana Corporation shall be filed on behalf of the undersigned. Dawson-Samberg Capital Management, Inc. By: /s/ Arthur J. Samberg Arthur J. Samberg, President Porridge Partners II By: /s/ Arthur J. Samberg Arthur J. Samberg, General Partner Arthur J. Samberg By: /s/ Arthur J. Samberg Arthur J. Samberg, Individually 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. EXHIBIT B DIANA CORPORATION SCHEDULE 13D COMMON STOCK, NO PAR VALUE CUSIP # 252790100 PEQUOT PEQUOT PEQUOT DAWSON PARTNERS INTL ENDOWMENT ARTHUR J. SAMBERG # OF SHARES FUND, L.P. FUND, INC FUND, L.P. PORRIDGE II SAMBERG CAPITAL MGMT TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # DATE (SOLD) PRICE 22-2741859 FOREIGN CORP 06-1388800 06-1391106 ###-##-#### 06-1033494 TOTAL SHARES @ 12/03/96 422,985 92,875 85,015 54,460 63,000 105,945 21,690 01/23/97 15,000 17.1692 6,700 6,600 0 0 0 1,700 01/24/97 15,000 17.5192 5,400 5,400 2,900 0 0 1,300 30,000 12,100 12,000 2,900 0 0 3,000 TOTAL SHARES @ 01/31/97 452,985 104,975 97,015 57,360 63,000 105,945 24,690 -----END PRIVACY-ENHANCED MESSAGE-----