-----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, RzPTRmzkqRQhWkT68V0mo6UnHlZccwzm0xnnEWfnTpUPGUFMcGo2OqOvBYFJ6/4L uEoNMy5lGWfV1E9Q3f5aPw== 0000906305-97-000057.txt : 19971209 0000906305-97-000057.hdr.sgml : 19971209 ACCESSION NUMBER: 0000906305-97-000057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971208 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL GENERATION SYSTEMS INC CENTRAL INDEX KEY: 0000934448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 943140772 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49603 FILM NUMBER: 97733574 BUSINESS ADDRESS: STREET 1: 875 BATTERY ST STREET 2: STE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4155466600 MAIL ADDRESS: STREET 1: 875 BATTERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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 DIGITAL GENERATION SYSTEMS, INC., SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. #_2_) Digital Generation Systems, Inc. (Name of Issuer) Common (Title of Class of Securities) 253921100 (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) November 30, 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 __. (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 2,524,752 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 0 9 Sole Dispositive Power 2,524,752 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,524,752 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 17.2% 14 Type of Reporting Person IA 1 Name of Reporting Person PEQUOT PRIVATE EQUITY PARTNERS, LLC IRS Identification No. of Above Person 06-1469967 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 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 0 9 Sole Dispositive Power 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 0% 14 Type of Reporting Person OO ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, no par value, of Digital Generation Systems, Inc. (the "Company"), a California corporation. The Company's principal executive office is located at 875 Battery Street, San Francisco, CA 94111. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), a Connecticut corporation. 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 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 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) under the Securities Exchange Act of 1934, Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg") is deemed to be the beneficial owner of 2,524,752 shares of the Company's Common Stock by virtue of the Series A Convertible Preferred Stock (the "Shares") held by accounts for which it (or its principals) exercises investment discretion (the "Accounts"). The 2,524,752 Shares were purchased in a Private Placement directly from the Company @ $3.535 per Share for a total of $8,925,000. The funds for the purchase of Shares held by all of 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 acquisitions of the Shares described herein were made in the ordinary course of the Reporting Person's investment activities. The Reporting Person reserves the right to purchase additional Shares or 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, Dawson-Samberg beneficially owns in the aggregate 2,524,752. These shares, if converted, would represent approximately 17.2% of 14,646,984 shares of the Company's Common Stock which the Reporting Person believes would be outstanding if the Series A Convertible Preferred Stock owned by such Reporting Person was converted into Common Stock. Dawson-Samberg (or its principals) has the sole power to vote, direct the vote, dispose and direct the disposition of all of the 2,524,752 Shares beneficially owned by Dawson-Samberg. Pequot Private Equity Partners, L.L.C., which was a Reporting Person in the original filing of this Form does not currently have the power to vote, direct the vote, dispose and direct the disposition of any of the Shares beneficially owned by Dawson-Samberg and may no longer acquire such powers by terminating its agreement with Dawson-Samberg within 60 days. Therefore, this filing eliminates Pequot Private Equity Partners, L.L.C. as a Reporting Person. There have been no transactions in the securities of the Company during the past 60 days. 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 certify that the information set forth in this statement is true, complete and correct. December 5, 1997 Dawson-Samberg Capital Management, Inc. By: /s/ Amiel M. Peretz Amiel M. Peretz, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----