THIS DOCUMENT IS A COPY OF THE AMENDMENT No. 1 TO THE SCHEDULE 13D THAT WAS
FILED ON OCTOBER 24,1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
THE DIANA CORPORATION
(Name of Issuer)
Common
(Title of Class of Securities)
252790100
(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)
October 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 93,300
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 93,300
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 93,300
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.8
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 92,875
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 92,875
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 92,875
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.8
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
85,015
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 85,015
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 85,015
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.6
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 54,460
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 54,460
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
54,460
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.0
14 Type of Reporting Person PN
1 Name of Reporting Person PORRIDGE PARTNERS II
IRS Identification No. of Above Person 06-1391106
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 63,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 63,000
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
63,000
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.2
14 Type of Reporting Person PN
1 Name of Reporting Person ARTHUR J. SAMBERG
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization UNITED STATES
7 Sole Voting Power 21,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 21,000
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
21,000
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .4
14 Type of Reporting Person IN
This Amendment Number 1 sets forth changes in the information previously filed
on Schedule 13D relative to the holdings of Common Stock of The Diana
Corporation ("DNA"), a Delaware corporation.
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 409,650 Shares. Of the 409,650 Shares, 92,875 shares are owned by
Pequot, 93,300 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 54,460 shares are owned by Pequot Endowment,
85,015 shares are owned by Pequot International, 63,000 are owned by Porridge
and 21,000 are owned by Samberg. 325,650 Shares were purchased in open
market transactions at an aggregate cost of $10,716,664. 84,000 Shares were
purchased in a private negotiated transaction at an aggregate cost of
$1,640,000. The funds for the purchase of Shares held by Pequot, Pequot
Endowment, Pequot International and Porridge were obtained from the
contributions of their various partners/shareholders. The funds for the
acquisition of the Shares held by the managed accounts & Samberg came from
their own funds.
ITEM 4. PURPOSE OF TRANSACTION
No Change
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) (c) As of the date hereof, the Reporting Persons beneficially own
in the aggregate 409,650 Shares. These Shares represent approximately 7.8% of
the 5,280,020 Shares believed to be outstanding. Dawson-Samberg has the sole
power to dispose and direct the disposition of the 93,300 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 92,875 Shares owned by
Pequot. DS International has the sole power to vote, direct the vote, dispose
and direct the disposition of the 85,015 Shares owned by Pequot International.
Pequot Endowment Partners has the sole power to vote, direct the vote,
dispose and direct the disposition of the 54,460 Shares owned by Pequot
Endowment. Porridge has the sole power to vote, direct the vote, dispose and
direct the disposition of the 63,000 Shares owned by Porridge Partners II.
Samberg has the sole power to vote, direct the vote, dispose and direct the
disposition of the 21,000 Shares owned by him. Transactions since the last
filing of 8/27/96 are as follows:
Date Shares Amount
9/5/96 10,000 $34.0550
10/15/96 35,000 34.3107
10/16/96 4,000 33.9375
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable
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 B is the text of the Schedule 13D that was filed by the Reporting
Persons with the Commission on September 3, 1996.
<PAGE>
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
Porridge Partners II
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
Arthur J. Samberg
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Individually
October 25, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 1 to Schedule 13D dated
October 15, 1996 relating to the Shares of The Diana Corporation 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
Porridge Partners II
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
Arthur J. Samberg
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Individually
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.
THIS DOCUMENT IS A COPY OF THE ORIGINAL SCHEDULE 13D THAT WAS FILED ON
SEPTEMBER 3, 1996
EXHIBIT B
Set forth below is the text of Schedule 13D, filed September 3, 1996:
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $1.00 par value, (the
"Shares") of The Diana Corporation, ("DNA") a Delaware corporation. DNA's
principal executive office is located at 8200 W. Brown Deer Road, Suite 200,
Milwaukee, WI 53223.
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 sole business of Porridge Partners II, ("Porridge") a limited
partnership formed under the laws of Connecticut, is to invest and trade
primarily in securities and financial instruments. Mr. Samberg is a general
partner of Porridge Partners II. Mr. Arthur J. Samberg ("Samberg") is the
President of Dawson-Samberg Capital Management, Inc. 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.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 343,000 Shares. Of the 343,000 Shares, 72,100 shares are owned by
Pequot, 85,100 Shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 62,800 Shares are owned by Pequot International,
43,000 Shares are owned by Pequot Endowment, 60,000 Shares are owned by
Porridge and 20,000 Shares are owned by Samberg. 263,000 Shares were
purchased in open market transactions at an aggregate cost of $9,036,550.
80,000 Shares were purchased by Samberg in a private negotiated transaction at
an aggregate cost of $1,640,000. The funds for the purchase of Shares held by
Pequot, Pequot Endowment, Pequot International, and Porridge were obtained
from the contributions of their various partners/shareholders. The funds for
the acquisition of the Shares held by Samberg came from his 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 343,000 Shares. These Shares represent
approximately 6.82% of the 5,028,590 Shares believed to be outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of the 85,100 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 72,100 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 62,800 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 43,000 Shares owned by Pequot Endowment.
Porridge has the sole power to vote, direct the vote, dispose and direct the
disposition of the 60,000 Shares owned by Porridge Partners II. Samberg has
the sole power to vote, direct the vote, dispose and direct the disposition of
the 20,000 Shares owned by him. 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
Porridge Partners II
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
Arthur J. Samberg
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Individually
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.
September 3, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 1 to Schedule 13D dated
September 3, 1996 relating to the Shares of The Diana Corporation 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
Porridge Partners II
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
Arthur J. Samberg
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Individually
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.
<PAGE>
EXHIBIT B to Schedule 13D-filed September 3, 1996
THE DIANA CORPORATION
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 252790100
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
06/24/96 (13,800) 58.8463 (5,200) (4,700) 0 (3,900)
06/24/96 (6,200) 58.8463 0 0 0 (6,200)
06/25/96 (5,000) 58.0000 0 0 0 (5,000)
06/25/96 (5,000) 58.0000 (2,500) (2,400) 0 (100)
06/28/96 (27,000) 41.4186 (6,500) (5,700) 0 (14,800)
06/28/96 (200) 42.7500 0 (200) 0 0
07/10/96 20,000 41.0944 5,400 4,600 0 10,000
08/14/96 10,000 22.9913 5,300 4,700 0 0
08/15/96 2,000 23.0000 1,100 900 0 0
08/16/96 4,000 22.7188 2,100 1,900 0 0
08/19/96 5,000 21.1750 2,700 2,300 0 0
08/20/96 10,000 20.9781 5,400 4,600 0 0
08/21/96 2,500 23.2000 1,300 1,200 0 0
08/22/96 91,000 33.3372 18,800 16,400 40,100 15,700
08/27/96 12,000 28.8590 4,200 3,700 2,900 1,200
