-----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, Pm14SpF0KxyLDP6nsWSCFvphs5o7aRg1v384Y1t33HgQ7nDvzAxrI2Swy7e7zToh 1Ma4luZ+x4hHDzWl1F5DyQ== 0000906305-96-000030.txt : 19961231 0000906305-96-000030.hdr.sgml : 19961231 ACCESSION NUMBER: 0000906305-96-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961230 SROS: NASD 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: 96687774 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 INT'L SOFTWARE GRP,LTD., SCHEDULE 13D/AMEND. NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) December 20, 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 64,000 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 64,000 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 64,000 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 .8 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 287,700 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 287,700 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 287,700 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 3.7 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 267,700 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 267,700 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 267,700 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 3.4 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 156,600 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 156,600 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 156,600 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 PN This Amendment No. 2 relates to the Common Stock, NIS $.1 par value, (the "Shares") of ISG International Software Group, Ltd., (the "Company" or "SISGF"), an Israeli corporation. SISGF's principal executive office is located at Carmel Business Park, Einstein Building, Tirat Hacarmel, Israel 39101. In reliance on Rule 13d-1(b)(1)(ii)(E), the reporting person will hereafter be filing a short form statement on Schedule 13G annually in lieu of Schedule 13D or any amendments thereto covering the securities that are the subject of this report. ITEM 1. SECURITY AND ISSUER No Change ITEM 2. IDENTITY AND BACKGROUND No Change ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, the Reporting Persons beneficially own in the aggregate 776,000 Shares. Of the 776,000 Shares, 287,700 shares are owned by Pequot, 64,000 shares are held in managed accounts for which Dawson-Samberg acts as investment adviser, 267,700 shares are owned by Pequot International, and 156,600 shares are owned by Pequot Endowment. The 776,000 shares were purchased in open market transactions at an aggregate cost of $10,563,070. 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. Such funds may also include the proceeds of margin loans entered into in the ordinary course of business with Morgan Stanley & Company, Inc., such loans being secured by securities, including certain shares of Common Stock of ISG International Software, Ltd. held by the various entities. 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 776,000 Shares. These Shares represent approximately 9.9% of the 7,821,947 Shares believed to be outstanding. Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct the disposition of the 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 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 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 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. 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. December 30, 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 EXHIBIT A AGREEMENT The undersigned agree that this Amendment Number 2 to Schedule 13D dated December 30, 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 - --------------- ------------ ------- ----------- -------------- ----------- ------------- TOTAL SHARES @ 08/15/96 692,500 239,900 208,100 177,300 67,200 ------------ ----------- -------------- ----------- ------------- 12/11/96 (60,000) 20.1110 (20,800) (18,000) (15,400) (5,800) 12/17/96 13,500 25.5000 6,200 7,300 0 0 12/17/96 60,000 25.6145 27,500 32,500 0 0 12/17/96 8,500 25.8603 3,900 4,600 0 0 12/18/96 40,000 27.3700 18,300 21,700 0 0 12/18/96 2,500 27.0000 1,300 0 0 1,200 12/19/96 (25,000) 29.0000 (9,100) (8,500) (5,300) (2,100) 12/20/96 44,000 29.8068 20,500 20,000 0 3,500 83,500 47,800 59,600 (20,700) (3,200) TOTAL SHARES @ 12/20/96 776,000 287,700 267,700 156,600 64,000 ============ =========== ============== =========== =============
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