UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
COYOTE NETWORK SYSTEMS, INC. (formerly The Diana Corporation)
(Name of Issuer)
Common
(Title of Class of Securities)
22406P108
(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 31, 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 160,715
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 160,715
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 160,715
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 PORRIDGE, L.L.C.
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 0.7%
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 1.2%
14 Type of Reporting Person IN
This Amendment Number 4 sets forth changes in the information previously filed
on Schedule 13D relative to the holdings of Common Stock of Coyote Network
Systems, Inc. ("CYOE") (formerly known as The Diana Corporation), a Delaware
corporation. CYOE's principal executive office is located at 4360 Park
Terrace Drive, Westlake Village, CA 91361.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $1.00 par value (the
"Shares") of Coyote Network Systems, Inc., a Delaware corporation. CYOE's
principal executive office is located at 4300 Park Terrace Drive, Westlake
Village, CA 91361.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Porridge,
L.L.C. ("Porridge"), a Connecticut limited liability company 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 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 sole business of Porridge, L.L.C., of which Mr. Samberg is the managing
member, is to invest in securities and financial instruments. The business
address of the Reporting Persons and the Executive Officers, Directors and
Controlling Persons is 354 Pequot Avenue, Southport, CT 06490.
Neither of the Reporting Persons nor the Executive Officers, Directors
and Controlling Persons have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Persons 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, the Reporting Persons beneficially own in the
aggregate 329,660 Shares. Of the 329,660 Shares, Dawson-Samberg beneficially
owns 160,715 shares held by accounts for which Dawson-Samberg exercises
investment discretion (the "Accounts"), 63,000 shares are owned by Porridge
and 105,945 shares are owned by Samberg.
The funds for the purchase of Shares held by 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
No Change
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 329,660 Shares. These Shares represent approximately 3.7% of the
8,815,845 Shares believed to be outstanding. Dawson-Samberg has the sole
power to dispose and direct the disposition of 160,715 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 it and Samberg has the sole power to
vote, direct the vote, dispose and direct the disposition of the 105,945
Shares owned by him. The Reporting Persons ceased to be the beneficial owner
of more than 5% of the Shares on December 31, 1997.
The transactions in the Shares effected by the Reporting Persons
during the past sixty (60) days were each sales in the open market by Accounts
managed by Dawson-Samberg Capital Management, Inc. and were as follows:
DATE # OF SHARES SOLD PRICE
12/18/97 9,975 6.5625
12/19/97 5,000 6.5625
12/24/97 3,000 5.9375
12/31/97 27,790 6.3162
1/02/98 10,000 2.4375
1/05/98 30,000 2.4375
1/06/98 10,000 2.4375
1/07/98 10,000 2.4375
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.
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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 9, 1998
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 4 to Schedule 13D dated
January 9, 1998 relating to the Shares of Coyote Network Systems, Inc. on
shall be filed on behalf of the undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, President
Porridge, L.L.C.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
Arthur J. Samberg
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Individually
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