THIS SCHEDULE 13D CORRECTS AND AMENDS THE 13D THAT WAS FILED ON 1/8/97
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
January 1, 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 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 284,040
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 284,040
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 284,040
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 5.4
14 Type of Reporting Person IA
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 WC
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 105,945
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 105,945
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
105,945
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 IN
This Amendment Number 3 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
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, Porridge
Partners II ("Porridge"), a Connecticut partnership and Arthur J. Samberg
("Samberg"), individually (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 investments funds and managed accounts. The principal shareholders of
Dawson-Samberg are Messrs. Jonathan T. Dawson and Arthur J. Samberg. Messrs.
Dawson and Samberg are members of Pequot General Partners, LLC ("Pequot"),
Pequot Endowment Partners, LLC ("Endowment") and DS International Partners,
LLC ("International"), all of which are Delaware limited liability companies.
The sole business of Pequot is to serve as the general partner of Pequot
Partners Fund, L.P. ("Pequot Partners"), a limited partnership formed under
the laws of Delaware to invest and trade primarily in securities and financial
instruments. The sole business of Endowment is to serve as the general
partner 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. The sole business of International 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.
The sole business of Porridge, of which Mr. Samberg is a general partner, is
to invest and trade in securities and financial instruments. Mr. Samberg is
the President of Dawson-Samberg . The business address of the Reporting
Persons is 354 Pequot Avenue, Southport, CT 06490.
None of the Reporting Persons, their respective General Partners,
members, 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,
members, 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 the date hereof, the Reporting Persons beneficially own in the
aggregate 452,985 Shares. Of the 452,985 Shares, 104,975 shares are owned by
Pequot Partners, 24,690 shares are held in separately managed accounts for
which Dawson-Samberg acts as investment adviser, 57,360 shares are owned by
Pequot Endowment, 97,015 shares are owned by Pequot International, 63,000
shares are owned by Porridge and 105,945 shares are owned by Samberg.
368,985 Shares were purchased in open market transactions at an aggregate cost
of $11,436,898. 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 Partners, 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
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 452,985 Shares. These Shares represent approximately 8.5% of the
5,298,483 Shares believed to be outstanding. Dawson-Samberg has the sole
power to dispose and direct the disposition of 284,040 of these shares,
Porridge has the sole power to vote, direct the vote, dispose and direct the
disposition of the 63,000 Shares owned by them and Samberg has the sole power
to vote, direct the vote, dispose and direct the disposition of the 105,945
Shares owned by him. All transactions within the last 60 days are shown on
Exhibit B.
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..
<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
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
January 31, 1997
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 2 to Schedule 13D dated
January 31, 1997 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
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
<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.
EXHIBIT B
DIANA CORPORATION
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 252790100
PEQUOT PEQUOT PEQUOT DAWSON
PARTNERS INTL ENDOWMENT ARTHUR J. SAMBERG
# OF SHARES FUND, L.P. FUND, INC FUND, L.P. PORRIDGE
II SAMBERG CAPITAL MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX
I.D. # TAX I.D. # TAX I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP
06-1388800 06-1391106 ###-##-#### 06-1033494
TOTAL SHARES @
12/03/96 422,985 92,875 85,015 54,460
63,000 105,945 21,690
01/23/97 15,000 17.1692 6,700 6,600 0 0 0
1,700
01/24/97 15,000 17.5192 5,400 5,400 2,900 0 0
1,300
30,000 12,100 12,000 2,900 0 0
3,000
TOTAL SHARES @
01/31/97 452,985 104,975 97,015 57,360
63,000 105,945 24,690
