-----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, KJLR24vMYpxnDW0kHstyUhCY0nxb3J4W9jJkiVEdzxiJKcIqwRj3Xf23pEUFxFg2 FiNBeWmVI+RRANc3aH1X4g== 0000895345-96-000115.txt : 19960705 0000895345-96-000115.hdr.sgml : 19960705 ACCESSION NUMBER: 0000895345-96-000115 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960702 SROS: NONE GROUP MEMBERS: DAWSON SAMBERG CAPITAL MANAGEMENT INC /ADV GROUP MEMBERS: DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. GROUP MEMBERS: DS INTERNATIONAL PARTNERS, L.P. GROUP MEMBERS: PEQUOT ENDOWMENT PARTNERS, L.P. GROUP MEMBERS: PEQUOT GENERAL PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENRIL DATACOMM NETWORKS INC CENTRAL INDEX KEY: 0000077328 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 341028216 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11069 FILM NUMBER: 96590424 BUSINESS ADDRESS: STREET 1: 1300 QUINCE ORCHARD BLVD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3014170552 MAIL ADDRESS: STREET 1: 1300 QUINCE ORCHARD BLVD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: PENRIL CORP DATE OF NAME CHANGE: 19910429 FORMER COMPANY: FORMER CONFORMED NAME: PENRIL DATA COMMUNICATIONS INC DATE OF NAME CHANGE: 19740529 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON SAMBERG CAPITAL MANAGEMENT INC /ADV CENTRAL INDEX KEY: 0000350818 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 FORMER COMPANY: FORMER CONFORMED NAME: DAWSON SAMBERG CAPITAL MANAGEMENT INC /ADV DATE OF NAME CHANGE: 19960701 SC 13D/A 1 OMB APPROVAL ------------------------ OMB Number:3235-0145 Expires:October 31, 1997 Estimated average burden hours per form .. 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* -------- PENRIL DATACOMM NETWORKS, INC. ----------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE ----------------------------------------------------------------------- (Title of Class of Securities) 709352 10 8 -------------------------------------- (CUSIP Number) Dawson-Samberg Capital Management, Inc., 354 Pequot Ave., Southport, CT 06490 Attn: Judith A. Mack (203) 254-0091 ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 21, 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 [ ]. 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 disclosures 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). SCHEDULE 13D CUSIP No. 709352108 Page 2 of 11 Pages ------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. 06-1033494 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 24,200 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 24,200 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.23% 14 TYPE OF REPORTING PERSON* IA SCHEDULE 13D CUSIP No. 709352108 Page 3 of 11 Pages ------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PEQUOT GENERAL PARTNERS 06-1321556 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 736,100 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 736,100 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.86% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 709352108 Page 4 of 11 Pages ------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DS INTERNATIONAL PARTNERS, L.P. 06-1324895 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 654,100 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 654,100 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 654,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.09% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 709352108 Page 5 of 11 Pages ------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PEQUOT ENDOWMENT PARTNERS, L.P. 06-1383498 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 321,600 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 321,600 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 321,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.99% 14 TYPE OF REPORTING PERSON* PN ITEM 1. Security and Issuer -------------------- On September 9, 1995, Pequot General Partners, a Connecticut partnership ("General Partners"), Pequot Endowment Partners, L.P., a Delaware limited partnership ("Endowment Partners"), and DS International Partners, L.P., a Delaware limited partnership ("International Partners"), filed a Schedule 13D (the "Schedule 13D") relative to their holdings of shares of Common Stock of Penril DataComm Networks, Inc., a Delaware corporation ("Penril"). This Amendment Number 1 amends and supplements the Schedule 13D as set forth herein. Capitalized terms used and not defined herein have the meaning set forth in Schedule 13D. ITEM 2. Identity and Background ----------------------- This Amendment is being filed on behalf of Dawson-Samberg Capital Management, Inc., a Connecticut corporation ("Dawson-Samberg"), General Partners, International Partners and Endowment Partners (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 with respect to certain managed accounts. The controlling shareholders of Dawson-Samberg are Jonathan T. Dawson and Arthur J. Samberg. The business address of Dawson-Samberg is 354 Pequot Avenue, Southport, CT 06490. For information with respect to the identity, business address and principal occupation or employment of the controlling shareholders, directors, and executive officers of Dawson-Samberg, see Schedule IV hereto. None of Dawson-Samberg, its controlling shareholders, directors or executive officers have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of Dawson-Samberg, its controlling shareholders, directors or executive officers 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 ------------------------------------------------- Between June 19, 1996 and July 1, 1996, Dawson-Samberg acquired 24,200 shares of Common Stock for an aggregate purchase price of $327,882.74, Pequot Partners acquired 100,100 shares of Common Stock for an aggregate purchase price of $1,356,338.92, Pequot International acquired 85,100 shares of Common Stock for an aggregate purchase price of $1,153,131.61 and Pequot Endowment acquired 61,600 shares of Common Stock for an aggregate purchase price of $834,689.03. All of such purchases were made through open market transactions. The funds for the purchase of the shares of Common Stock by Pequot, Pequot Endowment and Pequot International were obtained from the contributions of their respective partners or shareholders. The funds for the acquisition of the shares of Common Stock by Dawson-Samberg came from funds of the holders of certain managed accounts (the "Managed Accounts"). ITEM 4. Purpose of Transaction ---------------------- Depending on market conditions, the Reporting Persons may make additional purchases of shares of Common Stock through open market transactions. ITEM 5. Interest in Securities of the Issuer ------------------------------------ (a) Dawson-Samberg beneficially owns 24,200 shares of Common Stock, representing 0.23% of the shares of Common Stock. General Partners beneficially owns 736,100 shares of Common Stock, representing 6.86% of the shares of Common Stock. International Partners beneficially owns 654,100 shares of Common Stock, representing 6.09% of the shares of Common Stock. Endowment Partners beneficially owns 321,600 shares of Common Stock, representing 2.99% of the shares of Common Stock. (The foregoing calculations are based on 10,737,936 shares of Common Stock issued and outstanding as of June 26, 1996 according to Penril.) If the Reporting Persons were deemed to constitute a group, the 1,736,000 shares of Common Stock beneficially owned by the Reporting Persons in the aggregate would represent 16.17% of the issued and outstanding shares of Common Stock as of June 26, 1996. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons. (b) The responses of each Reporting Person to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are incorporated herein by reference. (c) Except as set forth above, no Reporting Person nor, to the best knowledge of the applicable Reporting Person, any person identified in Schedules I through III, beneficially owns any shares of Common Stock or has effected any transactions in shares of Common Stock during the preceding 60 days. (d) The holders of the Managed Accounts have the right to receive the proceeds from the sale of 24,200 shares of Common Stock. Pequot Partners has the right to receive the proceeds from the sale of 736,100 shares of Common Stock. Pequot International has the right to receive the proceeds from the sale of 654,100 shares of Common Stock. Pequot Endowment has the right to receive the proceeds from the sale of 321,600 shares of Common Stock. A description of the transactions of the Reporting Persons in the shares of Common Stock that were effected during the past 60 days is set forth on Schedule IV. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer --------------------------------------------------------- No change. ITEM 7. Material to be Filed as Exhibits -------------------------------- Exhibit 4: Joint Filing Agreement, dated June 28, 1996 by and among Dawson-Samberg, General Partners, International Partners and Endowment Partners. 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. Dated: July 2, 1996 Dawson-Samberg Capital Management, Inc. By: /s/ Arthur J. Samberg ------------------------------------ Name: Arthur J. Samberg, Title: President Pequot General Partners By: /s/ Arthur J. Samberg ------------------------------------ Name: Arthur J. Samberg, Title: General Partner DS International Partners, L.P. By: /s/ Arthur J. Samberg ------------------------------------ Name: Arthur J. Samberg, Title: General Partner Pequot Endowment Partners, L.P. By: /s/ Arthur J. Samberg ------------------------------------ Name: Arthur J. Samberg, Title: General Partner Schedule IV
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. CONTROLLING SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS Name Present Business Address Present Principal Occupation Controlling Shareholders - ------------ Jonathan T. Dawson (1) Chairman of the Board, Dawson-Samberg Capital Management, Inc. Arthur J. Samberg (1) President, Dawson-Samberg Capital Management, Inc. Directors - --------- Jonathan T. Dawson (1) Arthur J. Samberg (1) Sheila J. Clancy (1) Marketing Director, member of Management Committee, Dawson-Samberg Capital Management, Inc. Executive Officers - ------------------ Jonathan T. Dawson (1) Arthur J. Samberg (1) Judith A. Mack (1) Secretary & Treasurer, Dawson-Samberg Capital Management, Inc. Amiel Peretz (1) Chief Financial Officer, Dawson-Samberg Capital Management, Inc. (1) Dawson-Samberg Capital Management, Inc. 354 Pequot Avenue Southport, CT 06490 Daniel C. Benton Dawson-Samberg Capital Portfolio Manager, member Management, Inc. of Management Committee, 153 E. 53rd Street Dawson-Samberg Capital New York, NY 10020 Management, Inc. Peter Dartley (1) Head Equity Trader, member of Management Committee, Dawson-Samberg Capital Management, Inc. Sheila J. Clancy (1) All of the persons listed in this Schedule IV are citizens of the United States of America. (1) Dawson-Samberg Capital Management, Inc. 354 Pequot Avenue Southport, CT 06490 Schedule V
PENRIL DATACOM NETWORKS, INC. - ----------------------------------------------------------------------- COMMON STOCK, NO PAR VALUE CUSIP # 709352108 ==========================
# OF SHARES PEQUOT PEQUOT PEQUOT DAWSON TRADE PURCHASED PARTNERS INTERNATIONAL ENDOWMENT SAMBERG DATE (SOLD) PRICE FUND, L.P. FUND, LTD. FUND, L.P. CAPITAL MGMT 09/22/95 1,465,000 5.0000 636,000 569,000 260,000 0 ----------- ------ ------- ------- ------- 06/19/96 26,000 13.7255 9,600 8,200 5,900 2,300 06/19/96 25,000 13.6250 9,200 7,900 5,700 2,200 06/20/96 25,000 13.6400 9,200 7,900 5,700 2,200 06/20/96 1,000 13.6875 400 300 200 100 06/21/96 25,000 13.5250 9,300 7,800 5,600 2,300 06/24/96 25,000 13.3850 9,200 7,900 5,700 2,200 06/25/96 23,000 13.3040 8,500 7,100 5,200 2,200 06/28/96 40,000 13.4060 14,800 12,600 9,100 3,500 06/28/96 15,000 13.4250 5,600 4,700 3,400 1,300 07/01/96 35,000 13.6430 12,900 11,000 8,000 3,100 07/01/96 31,000 13.6008 11,400 9,700 7,100 2,800 -------- 271,000 100,100 85,100 61,600 24,200 -------- TOTAL SHARES AT ------- ------- ------- -------- 07/01/96 1,736,000 736,100 654,100 321,600 24,200 ========= ========= ========= ========== ========
INDEX OF EXHIBITS Exhibit 4. Joint Filing Agreement, dated June 28, 1996 by and among Dawson-Samberg, General Partners, International Partners and Endowment Partners EX-1 2 EXHIBIT 4 AGREEMENT The undersigned agree that this Amendment Number 1 to the Schedule 13D dated September 29, 1995 relating to the shares of Common Stock of Penril DataComm Networks, Inc. shall be filed jointly on behalf of the undersigned. Dated: June 28, 1996 Dawson-Samberg Capital Management, Inc. By:/s/ Arthur J. Samberg ------------------------------------ Arthur J. Samberg, President Pequot General Partners By:/s/ Arthur J. Samberg ------------------------------------ Arthur J. Samberg, General Partner DS International Partners, L.P. By:/s/ Arthur J. Samberg ------------------------------------ Arthur J. Samberg, General Partner Pequot Endowment Partners, L.P. By:/s/ Arthur J. Samberg ------------------------------------ Arthur J. Samberg, General Partner -----END PRIVACY-ENHANCED MESSAGE-----