UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
NUKO INFORMATION SYSTEMS, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
67052D206
(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)
November 26, 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 __. (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 98,800
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 98,800
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 98,800
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .9
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 275,800
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 275,800
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 275,800
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 2.7
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 262,900
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 262,900
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 262,900
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 2.5
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.001 par value, (the
"Shares") of NUKO Information Systems, Inc., ("NUKO"), a New York corporation.
NUKO's principal executive office is located at 2235 Qume Drive, San Jose,
California 95131.
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 637,500 Shares. Of the 637,500 Shares, 275,800 Shares are owned by
Pequot, 98,800 Shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 262,900 Shares are owned by Pequot International.
The 637,500 Shares were purchased in open market transactions at an aggregate
cost of $3,922,037. The funds for the purchase of Shares held by Pequot 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 Nuko Information Systems, Inc.
held by the various entities. The funds for the acquisition of the Shares
held by the managed accounts came from their own funds.
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 637,500 Shares. These Shares represent approximately 6.1% of the
10,409,098 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. 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 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.
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 6, 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
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated December 6, 1996
relating to the Shares of NUKO Information Systems, Inc. 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
<PAGE>
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<CAPTION>
EXHIBIT B to Schedule 13D
NUKO INFORMATION SYSTEMS, INC.
SCHEDULE 13D
COMMON STOCK, $.001
CUSIP # 67052D206
<S> <C> <C> <C> <C> <C>
PEQUOT PEQUOT DAWSON
PARTNERS INTERNATIONAL SAMBERG
# OF SHARES FUND, L.P. FUND, LTD. CAPITAL MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP. 06-1033494
- -------------- ------------ ------- ----------- -------------- -------------
SHARES @
09/25/96 905,600 430,600 370,200 104,800
------------ ----------- -------------- -------------
10/03/96 (15,000) 17.0417 (15,000) 0 0
10/04/96 (12,000) 16.8750 (12,000) 0 0
10/25/96 20,000 15.8594 9,400 9,200 1,400
10/25/96 7,500 15.6217 3,600 3,500 400
11/14/96 (10,000) 14.8750 (6,400) (2,500) (1,100)
11/15/96 (35,000) 15.3661 (21,400) (6,900) (6,700)
11/25/96 (50,000) 14.5000 (25,300) (24,700) 0
11/26/96 (20,000) 14.1094 (10,100) (9,900) 0
11/27/96 (25,000) 14.0000 (12,700) (12,300) 0
12/02/96 (5,000) 14.0000 (2,500) (2,500) 0
12/03/96 (2,500) 14.0000 (1,300) (1,200) 0
12/04/96 (8,000) 14.0000 (4,000) (4,000) 0
12/05/96 (113,100) 14.0332 (57,100) (56,000) 0
(268,100) (154,800) (107,300) (6,000)
------------ ----------- -------------- -------------
TOTAL SHARES @
12/05/96 637,500 275,800 262,900 98,800
============ =========== ============== =============
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