-----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, Ai9OwAO1ksiGy81VKboOao0jt69Y97A4DjOhPssvua7MSVV4wm69LWj6UMBnJyjm k6GMkJEMF/5i1adB9FjbrA== 0000906305-98-000051.txt : 19980622 0000906305-98-000051.hdr.sgml : 19980622 ACCESSION NUMBER: 0000906305-98-000051 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980619 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIKON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000868326 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 954054321 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45401 FILM NUMBER: 98650992 BUSINESS ADDRESS: STREET 1: RINGLAND WAY STREET 2: 222 W. ORANGE GROVE AVE CITY: NEWPORT, GWENT STATE: X0 ZIP: NP6 2TA BUSINESS PHONE: 011-44-1-633-414-000 MAIL ADDRESS: STREET 1: 9255 DEERING AVENUE STREET 2: 9255 DEERING AVENUE CITY: SACHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: PLASMA & MATERIALS TECHNOLOGIES INC DATE OF NAME CHANGE: 19950713 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 TRIKON TECHNOLOGIES, INC. SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. #__) Trikon Technologies, Inc. (Name of Issuer) Common Shares, No Par Value (Title of Class of Securities) 896187101 (CUSIP Number) Dawson-Samberg Capital Management, Inc., 354 Pequot Ave. Southport, CT 06490 Attn: Amiel M. Peretz 203/254-0091 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 10, 1998 (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 this 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 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). CUSIP NO. 896187101 PAGE 6 OF 4 6 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) (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 10,122,509 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 0 9 Sole Dispositive Power 10,122,509 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 10,122,509 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 10.8% 14 Type of Reporting Person IA ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, no par value (the "Shares"), of Trikon Technologies, Inc. ("Trikon" or the "Company"), a California corporation. The Company's principal executive office is located at 9255 Deering Avenue, Chatsworth, CA 91311. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Dawson-Samberg Capital Management, Inc. (the "Reporting Person"), a Connecticut corporation. The principal business of the Reporting Person, 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 the Reporting Person are Messrs. Jonathan T. Dawson, Arthur J. Samberg, Daniel C. Benton and Amiel M. Peretz, the directors of the Reporting Person are Messrs. Dawson, Samberg and Benton and Ms. Sheila Clancy, and the controlling shareholders are Messrs. Dawson and Samberg (collectively, the "Executive Officers, Directors and Controlling Persons"). The business address of the Reporting Person and the Executive Officers, Directors and Controlling Persons is 354 Pequot Avenue, Southport, CT 06490. Neither of the Reporting Person 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 Person 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, under rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, the Reporting Person is deemed to beneficially own in the aggregate 10,122,509 Shares held by accounts for which it exercises investment discretion (the "Accounts"). Pursuant to a Note Exchange Offer (the "Exchange Offer"), the Accounts exchanged $4,000,000 principal amount of the Company's 7.125% Convertible Subordinated Notes due October 15, 2001 (the "Notes") for 1,104,018 Shares, 139,130 shares of the Company's Series "H" Preferred Stock (the "Series H Preferred") and 1,425.752 of the Company's Series "I" Preferred Stock (the "Series I Preferred"). The Accounts also exchanged 1,481,481 shares of Series "G" Preferred Stock (the "Series G Preferred") for 3,148,295 Shares and 3,999.99 shares of the Company's Series I Preferred. In addition, the Accounts exchanged 444,445 Series "G" Warrants (the "Warrants") for an additional 444,445 Shares. The Series I Preferred is convertible into 5,425,751 Shares within the next sixty days and the Series H Preferred is convertible into 198,747 Shares if and when the closing price of the Shares on a U.S. national securities exchange or on an established automated over-the-counter trading market is at a price in excess of $7.00 for a period of 30 consecutive trading days. Therefore, the beneficial ownership calculations for the Reporting Person include the conversion of the Series I Preferred but not the conversion of the Series H Preferred. The Accounts acquired the Notes, the Series G Preferred and the Warrants during the normal course of business as reported on the Reporting Person's Schedule 13G, filed on February 4, 1998. The filing of this Schedule 13D is due to the election of an affiliate of the Reporting Person as a Director of the Company. 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 The acquisition of the Shares described herein was made in the ordinary course of the Reporting Person's investment activities. The Reporting Person reserves the right to purchase additional Shares or to dispose of the Shares in the open market or in privately negotiated transactions or in any other lawful manner in the future. An affiliate of the Reporting Person currently serves on the Board of Directors of the Company and the Reporting Person reserves the right to take whatever further action with respect to the Accounts' holdings in the Company as the Reporting Person deems to be in the best interest of such Accounts. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, the Reporting Person beneficially owns in the aggregate 10,122,509 Shares. These Shares represent approximately 10.8% of the 93,852,354 Shares that the Reporting Person believes would be outstanding if the Series I Preferred were converted into Shares. The Reporting Person has the sole power to vote, direct the vote, dispose and direct the disposition of all of the Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None After a 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. June 19, 1998 Dawson-Samberg Capital Management, Inc. By:_/s/ Amiel M. Peretz Amiel M. Peretz, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----