THIS DOCUMENT IS A COPY OF THE ORIGINAL SCHEDULE 13D THAT WAS FILED ON 2/9/96
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LIFELINE SYSTEMS, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
532192101
(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)
February 1, 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 X. (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 PEQUOT SCOUT GENERAL PARTNERS
IRS Identification No. of Above Person 13-3745924
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 295,100
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 295,100
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 295,100
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 5.175
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.02 par value (the "Shares")
of Lifeline Systems, Inc., ("LIFE"), a Massachusetts corporation. LIFE's
principal executive office is located at 640 Memorial Drive, Cambridge, MA
02139.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Pequot Scout General
Partners, a Connecticut partnership (the "Reporting Person"). The sole
business of Pequot Scout General Partners is to serve as the general partner
of Pequot Scout Fund, L.P. ("Scout"), a limited partnership formed under the
laws of Delaware to invest and trade primarily in securities and financial
instruments. Messrs. Jonathan T. Dawson and Arthur J. Samberg are general
partners of Pequot Scout General Partners. 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Person beneficially owns in the
aggregate 295,100 Shares. The 295,100 Shares were purchased in open market
transactions at an aggregate cost of $1,859,913. The funds for the purchase
of Shares held by Scout were obtained from the contributions of its various
partners/shareholders.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of Shares described herein were made for investment
purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) (c) As of the date hereof, the Reporting Person beneficially owns
in the aggregate 295,100 Shares. These Shares represent approximately 5.2% of
the 5,702,000 Shares believed to be outstanding. Pequot Scout General
Partners has the sole power to vote, direct the vote, dispose and direct the
disposition of the 295,100 Shares owned by Scout. A description of the
transactions of the Reporting Person in the Shares that were effected during
the past 60 days is set forth on Exhibit B.
(d) Not Applicable
(e) Not Applicable
<PAGE>
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 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.
Pequot Scout General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
February 9, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated February 9, 1996
relating to the Shares of Lifeline Systems, Inc. shall be filed on behalf of
the undersigned.
Pequot Scout General Partners
By:/s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
<PAGE>
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EXHIBIT B to Schedule 13D
LIFELINE SYSTEMS, INC.
SCHEDULE 13D
COMMON STOCK, .02 PAR VALUE
CUSIP # 532192101
<S> <C> <C> <C>
PEQUOT
SCOUT
# OF SHARES FUND, L.P.
TRADE PURCHASED TAX I.D. #
DATE (SOLD) PRICE 13-3741801
- -------------- ------------ ------- ----------
TOTAL SHARES @
07/01/95 280,100 280,100
------------ ----------
02/01/96 15,000 11.0000 15,000
15,000 15,000
TOTAL SHARES @
02/01/96 295,100 295,100
============ ==========
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