-----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, AfXWCkm5XIQCcJ/6vkDlzIRv5kj1TmQJ1yf/w1XGoKiHv4wtepNWlvNR3msH6/7Z ZmAqPK7uAXvVMm5mUzYIrw== 0000906305-96-000019.txt : 19961113 0000906305-96-000019.hdr.sgml : 19961113 ACCESSION NUMBER: 0000906305-96-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961112 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISG INTERNATIONAL SOFTWARE GROUP LTD CENTRAL INDEX KEY: 0000893821 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47329 FILM NUMBER: 96658141 BUSINESS ADDRESS: STREET 1: INDUSTRIAL PARK STREET 2: TECHNION CITY CITY: HAIFA ISRAEL STATE: L3 ZIP: 32000 BUSINESS PHONE: 5086513888 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 ISG INTERNATIONAL SOFTWARE GROUP, LTD. THIS DOCUMENT IS A COPY OF AMENDMENT # 1 TO THE ORIGINAL SCHEDULE 13D AND WAS FILED ON AUGUST 22,1996 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ISG INTERNATIONAL SOFTWARE GROUP, LTD. (Name of Issuer) Ordinary Shares (Title of Class of Securities) M5733B104 (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) August 15, 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 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 67,200 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 67,200 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 67,200 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 .96 14 Type of Reporting Person IA 1 Name of Reporting Person PEQUOT GENERAL PARTNERS IRS Identification No. of Above Person 06-1321556 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 239,900 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 239,900 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 239,900 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 3.43 14 Type of Reporting Person PN 1 Name of Reporting Person DS INTERNATIONAL PARTNERS, L.P. IRS Identification No. of Above Person 06-1324895 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 DELAWARE 7 Sole Voting Power 208,100 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 208,100 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 208,100 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 2.98 14 Type of Reporting Person PN 1 Name of Reporting Person PEQUOT ENDOWMENT PARTNERS, L.P. IRS Identification No. of Above Person 06-1383498 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 DELAWARE 7 Sole Voting Power 177,300 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 177,300 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 177,300 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 2.54 14 Type of Reporting Person PN ITEM 1. SECURITY AND ISSUER On July 22, 1996, the Reporting Persons filed a Schedule 13D relative to their holdings of 8.84% of the Ordinary Shares, NIS 0.1 par value, (the "Shares") of ISG International Software Group, Ltd., ("SISGF") an Israeli corporation. This Amendment Number 1 sets forth changes in the information previously filed. Each item with any change has been set forth herein in full. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, the Reporting Persons beneficially own in the aggregate 692,500 Shares. Of the 692,500 Shares, 239,900 shares are owned by Pequot, 67,200 shares are held in managed accounts for which Dawson-Samberg acts as investment adviser, 208,100 shares are owned by Pequot International, and 177,300 shares are owned by Pequot Endowment. The 692,500 shares were purchased in open market transactions at an aggregate cost of $7,328,638. The funds for the purchase of Shares held by Pequot, Pequot Endowment, and Pequot International were obtained from the contributions of their various partners/shareholders. The funds for the acquisition of the Shares held by the managed accounts came from their own funds. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) (b) (c) As of the date hereof, the Reporting Persons beneficially own in the aggregate 692,500 Shares. These Shares represent approximately 9.91% of the 6,985,001 Shares believed to be outstanding. Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct the disposition of the 67,200 Shares held in the managed accounts. Pequot General Partners has the sole power to vote, direct the vote, dispose and direct the disposition of the 239,900 Shares owned by Pequot. DS International Partners, L.P. has the sole power to vote, direct the vote, dispose and direct the disposition of the 208,100 Shares owned by Pequot International. Pequot Endowment Partners, L.P. has the sole power to vote, direct the vote, dispose and direct the disposition of the 177,300 Shares owned by Pequot Endowment. A description of the transactions of the Reporting Persons in the Shares that were effected during the past 60 days is set forth on Exhibit B. 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. In accordance with Rule 101(a)(2)(ii) of Regulation S-T, attached hereto as Exhibit C is the text of the Schedule 13D that was filed by the Reporting Persons with the Commission on August 6, 1996. 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 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 August 22, 1996 EXHIBIT A AGREEMENT The undersigned agree that this Amendment Number 1 to Schedule 13D dated August 22, 1996 relating to the Shares of ISG International Software Group, Ltd. shall be filed on behalf of the undersigned. 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
EXHIBIT B ISG INTERNATIONAL SOFTWARE GROUP, LTD. SCHEDULE 13D ORDINARY SHARES, NIS .1 PAR VALUE CUSIP # M5733B104 PEQUOT PEQUOT PEQUOT DAWSON PARTNERS INTERNATIONAL ENDOWMENT SAMBERG # OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. CAPITAL MGMT TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # DATE (SOLD) PRICE 22-2741859 FOREIGN CORP. 06-1388800 06-1033494 - -------------- ------------ ------- ---------- ------------- ----------- ------------- SHARES @ 05/01/96 149,800 0 0 90,000 59,800 ------------ ---------- ------------- ----------- ------------- 05/01/96 50,000 11.7149 0 0 50,000 0 05/06/96 10,500 12.3750 0 0 7,500 3,000 05/07/96 20,000 12.6250 0 0 14,200 5,800 05/08/96 90,000 12.3750 0 0 64,500 25,500 05/28/96 (6,600) 11.6250 0 0 0 (6,600) 07/01/96 (76,200) 11.4323 0 0 (54,900) (21,300) 07/01/96 (10,000) 11.6250 0 0 (7,200) (2,800) 07/19/96 100,000 10.7126 53,600 46,400 0 0 07/22/96 100,000 10.5104 53,500 46,500 0 0 07/23/96 50,000 10.5000 26,800 23,200 0 0 07/24/96 50,000 10.1163 26,800 23,200 0 0 07/25/96 25,000 10.4375 13,400 11,600 0 0 07/26/96 17,000 11.0000 9,100 7,900 0 0 07/29/96 30,000 10.7188 16,000 14,000 0 0 07/30/96 18,000 10.3125 9,800 8,200 0 0 08/15/96 75,000 12.5205 30,900 27,100 13,200 3,800 542,700 239,900 208,100 87,300 7,400 TOTAL SHARES @ 08/15/96 692,500 239,900 208,100 177,300 67,200 ============ ========== ============= =========== =============
THIS DOCUMENT IS A COPY OF THE ORIGINAL SCHEDULE 13D FILE ON AUGUST 6, 1996 EXHIBIT C ITEM 1. SECURITY AND ISSUER This statement relates to the Ordinary Shares, NIS 0.1 par value, (the "Shares") of ISG International Software Group Ltd., ("SISGF") an Israeli corporation. SISGF's principal executive office is located at Carmel Business Park, Einstein Building, Tirat Hacarmel, Israel 39101. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General Partners, a Connecticut partnership, Pequot Endowment Partners, L.P., a Delaware partnership and DS International Partners, L.P., a Delaware partnership (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 principal shareholders at Dawson-Samberg are Messrs. Jonathan T. Dawson and Arthur J. Samberg. The sole business of Pequot General Partners is to serve as the general partner of Pequot Partners Fund, L.P. ("Pequot"), a limited partnership formed under the laws of Delaware to invest and trade primarily in securities and financial instruments. Messrs. Dawson and Samberg are general partners of Pequot General Partners. The sole business of Pequot Endowment Partners, L.P. is to serve as the investment manager 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. Messrs. Dawson and Samberg are general partners of Pequot Endowment Partners. The sole business of DS International Partners, L.P. 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. Messrs. Dawson and Samberg are general partners of DS International Partners, L.P. 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 July 30, 1996, the Reporting Persons beneficially own in the aggregate 617,500 Shares. Of the 617,500 Shares, 209,000 shares are owned by Pequot, 63,400 shares are held in managed accounts for which Dawson-Samberg acts as investment adviser, 181,000 shares are owned by Pequot International, and 164,100 shares are owned by Pequot Endowment. The 617,500 Shares were purchased in open market transactions at an aggregate cost of $6,385,101. The funds for the purchase of Shares held by Pequot, Pequot Endowment, and Pequot International were obtained from the contributions of their various partners/shareholders. The funds for the acquisition of the Shares held by the managed accounts came from their own funds. ITEM 4. PURPOSE OF TRANSACTION The Shares held by the above mentioned entities were acquired for, and are being held for, investment purposes. The acquisitions of the Shares described herein were made in the ordinary course of the Reporting Person's business or investment activities, as the case may be. The Reporting Person, on behalf of the above mentioned entities, 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, including engaging in short sales of the Shares, and to take whatever action with respect to each of such entities' holdings of the Shares it deems to be in the best interests of such entities. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) (b) (c) As of the date hereof, the Reporting Persons beneficially own in the aggregate 617,500 Shares. These Shares represent approximately 8.84% of the 6,985,001 Shares believed to be outstanding. Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct the disposition of the 63,400 Shares held in the managed accounts. Pequot General Partners has the sole power to vote, direct the vote, dispose and direct the disposition of the 209,000 Shares owned by Pequot. DS International Partners, L.P. has the sole power to vote, direct the vote, dispose and direct the disposition of the 181,000 Shares owned by Pequot International. Pequot Endowment Partners, L.P. has the sole power to vote, direct the vote, dispose and direct the disposition of the 164,100 Shares owned by Pequot Endowment. A description of the transactions of the Reporting Persons 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. 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 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 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. August 6, 1996 EXHIBIT A AGREEMENT The undersigned agree that this Amendment Number 1 to Schedule 13D dated August 6, 1996 relating to the Shares of ISG International Software Group, Ltd. shall be filed on behalf of the undersigned. 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 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 to Schedule 13D-filed August 6, 1996 ISG INTERNATIONAL SOFTWARE GROUP, LTD. SCHEDULE 13D COMMON STOCK, NO PAR VALUE CUSIP # M5733B104 PEQUOT PEQUOT PEQUOT DAWSON PARTNERS INTERNATIONAL ENDOWMENT SAMBERG # OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. CAPITAL MGMT TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # DATE (SOLD) PRICE 22-2741859 FOREIGN CORP. 06-1388800 06-1033494 - -------------- ------------ ------- ---------- ------------- ----------- ------------- SHARES @ 05/01/96 149,800 0 0 90,000 59,800 ------------ ---------- ------------- ----------- ------------- 05/01/96 50,000 11.7149 0 0 50,000 0 05/06/96 10,500 12.3750 0 0 7,500 3,000 05/07/96 20,000 12.6250 0 0 14,200 5,800 05/08/96 90,000 12.3750 0 0 64,500 25,500 05/28/96 (6,600) 11.6250 0 0 0 (6,600) 07/01/96 (76,200) 11.4323 0 0 (54,900) (21,300) 07/01/96 (10,000) 11.6250 0 0 (7,200) (2,800) 07/19/96 100,000 10.7126 53,600 46,400 0 0 07/22/96 100,000 10.5104 53,500 46,500 0 0 07/23/96 50,000 10.5000 26,800 23,200 0 0 07/24/96 50,000 10.1163 26,800 23,200 0 0 07/25/96 25,000 10.4375 13,400 11,600 0 0 07/26/96 17,000 11.0000 9,100 7,900 0 0 07/29/96 30,000 10.7188 16,000 14,000 0 0 07/30/96 18,000 10.3125 9,800 8,200 0 0 467,700 209,000 181,000 74,100 3,600 TOTAL SHARES @ 07/30/96 617,500 209,000 181,000 164,100 63,400 ============ ========== ============= =========== =============
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