-----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, UBQwngSo2PAcWqhO14GiTnq1pBVUcfYtlLPi+ragbxzREGMhcLsyvQ3VAfNSYOMo efbVws3yghnjWrPrx4Ay/A== 0000906305-98-000002.txt : 19980112 0000906305-98-000002.hdr.sgml : 19980112 ACCESSION NUMBER: 0000906305-98-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980109 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COYOTE NETWORK SYSTEMS INC CENTRAL INDEX KEY: 0000057201 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 362448698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-07333 FILM NUMBER: 98503879 BUSINESS ADDRESS: STREET 1: 26025 MUREAU ROAD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188787711 MAIL ADDRESS: STREET 1: 26025 MUREAU ROAD CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: DIANA CORP DATE OF NAME CHANGE: 19920703 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 COYOTE NETWORK SYSTEMS, INC., SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) COYOTE NETWORK SYSTEMS, INC. (formerly The Diana Corporation) (Name of Issuer) Common (Title of Class of Securities) 22406P108 (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) December 31, 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 160,715 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 160,715 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 160,715 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 1.8% 14 Type of Reporting Person IA 1 Name of Reporting Person PORRIDGE, L.L.C. 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 0.7% 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 1.2% 14 Type of Reporting Person IN This Amendment Number 4 sets forth changes in the information previously filed on Schedule 13D relative to the holdings of Common Stock of Coyote Network Systems, Inc. ("CYOE") (formerly known as The Diana Corporation), a Delaware corporation. CYOE's principal executive office is located at 4360 Park Terrace Drive, Westlake Village, CA 91361. ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, $1.00 par value (the "Shares") of Coyote Network Systems, Inc., a Delaware corporation. CYOE's principal executive office is located at 4300 Park Terrace Drive, Westlake Village, CA 91361. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Porridge, L.L.C. ("Porridge"), a Connecticut limited liability company 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 managed accounts. The executive officers of Dawson-Samberg are Messrs. Jonathan T. Dawson, Arthur J. Samberg and Amiel M. Peretz, the directors of Dawson-Samberg are Messrs. Dawson and Samberg and Ms. Sheila Clancy, and the controlling shareholders are Messrs. Dawson and Samberg (collectively, the "Executive Officers, Directors and Controlling Persons"). The sole business of Porridge, L.L.C., of which Mr. Samberg is the managing member, is to invest in securities and financial instruments. The business address of the Reporting Persons and the Executive Officers, Directors and Controlling Persons is 354 Pequot Avenue, Southport, CT 06490. Neither of the Reporting Persons nor the Executive Officers, Directors and Controlling Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither of the Reporting Persons nor the Executive Officers, Directors and 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. Each of the Executive Officers, Directors and the Controlling Persons are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, the Reporting Persons beneficially own in the aggregate 329,660 Shares. Of the 329,660 Shares, Dawson-Samberg beneficially owns 160,715 shares held by accounts for which Dawson-Samberg exercises investment discretion (the "Accounts"), 63,000 shares are owned by Porridge and 105,945 shares are owned by Samberg. The funds for the purchase of Shares held by the Accounts were obtained from the contributions of their various partners/shareholders. Such funds may also include the proceeds of margin loans entered into in the ordinary course of business with Morgan Stanley & Company, Inc. 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 329,660 Shares. These Shares represent approximately 3.7% of the 8,815,845 Shares believed to be outstanding. Dawson-Samberg has the sole power to dispose and direct the disposition of 160,715 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 it and Samberg has the sole power to vote, direct the vote, dispose and direct the disposition of the 105,945 Shares owned by him. The Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares on December 31, 1997. The transactions in the Shares effected by the Reporting Persons during the past sixty (60) days were each sales in the open market by Accounts managed by Dawson-Samberg Capital Management, Inc. and were as follows: DATE # OF SHARES SOLD PRICE 12/18/97 9,975 6.5625 12/19/97 5,000 6.5625 12/24/97 3,000 5.9375 12/31/97 27,790 6.3162 1/02/98 10,000 2.4375 1/05/98 30,000 2.4375 1/06/98 10,000 2.4375 1/07/98 10,000 2.4375 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 9, 1998 EXHIBIT A AGREEMENT The undersigned agree that this Amendment Number 4 to Schedule 13D dated January 9, 1998 relating to the Shares of Coyote Network Systems, Inc. on shall be filed on behalf of the undersigned. Dawson-Samberg Capital Management, Inc. By: /s/ Arthur J. Samberg Arthur J. Samberg, President Porridge, L.L.C. By: /s/ Arthur J. Samberg Arthur J. Samberg, General Partner Arthur J. Samberg By: /s/ Arthur J. Samberg Arthur J. Samberg, Individually -----END PRIVACY-ENHANCED MESSAGE-----