THIS SCHEDULE 13D IS A "CORRECTED" VERSION OF THE 13D THAT WAS SENT 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. 2)
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)
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 PEQUOT SCOUT GENERAL PARTNERS,LLC
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 343,100
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 343,100
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 343,100
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 6.0
14 Type of Reporting Person PN
CUSIP NO. 532192101 PAGE 8 OF 7
8
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 1. SECURITY AND ISSUER
No Change
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Pequot Scout General
Partners, LLC, a Delaware Limited Liability Company (the "Reporting Person").
The sole business of Pequot Scout General Partners, LLC 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 members of Pequot Scout General Partners, LLC. The business
address of the Reporting Persons is 354 Pequot Avenue, Southport, CT 06490.
None of the Reporting Persons, their respective General 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 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 Person beneficially owns in the
aggregate 343,100 Shares. The 343,100 Shares were purchased in open market
transactions at an aggregate cost of $2,510,726. The funds for the purchase
of Shares held by Scout were obtained from the contributions of its 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., such loans being secured by securities, including certain
shares of Common Stock of Lifeline Systems, Inc. held by the Reporting Person.
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.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 343,100 Shares. These Shares represent approximately 6.0% of the
5,685,909 Shares believed to be outstanding. Pequot Scout General Partners,
LLC has the sole power to vote, direct the vote, dispose and direct the
disposition of the 343,100 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.
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.
<PAGE>
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.
January 10, 1997
Pequot Scout General Partners, LLC
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Member
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated January 10, 1997
relating to the Shares of Lifeline Systems, Inc. shall be filed on behalf of
the undersigned.
Pequot Scout General Partners, LLC
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Member
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT B
=============================
LIFELINE SYSTEMS
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 @
09/26/96 343,100 343,100
------------ -----------
10/30/96 (10,000) 16.5600 (10,000)
11/07/96 (10,000) 16.7500 (10,000)
11/22/96 4,000 16.9375 4,000
11/25/96 6,000 17.0000 6,000
12/18/96 5,000 16.5000 5,000
12/20/96 2,500 16.5000 2,500
12/27/96 2,500 17.2500 2,500
0 0
TOTAL SHARES @
12/27/96 343,100 343,100
============ ===========
</TABLE>
