THIS DOCUMENT IS A COPY OF THE AMENDMENT NO. 2 TO THE SCHEDULE 13D AND WAS
FILED ON AUGUST 9, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PENRIL DATACOMM NETWORKS, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
709352108
(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)
July 30, 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 36,500
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 36,500
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 36,500
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares X
13 Percent of Class Represented by Amount in Row 11 .34
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 787,100
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 787,100
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 787,100
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares X
13 Percent of Class Represented by Amount in Row 11 7.33
14 Type of Reporting Person PN
1 Name of Reporting Person DS INTERNATIONAL PARTNERS
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 698,500
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 698,500
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 698,500
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares X
13 Percent of Class Represented by Amount in Row 11 6.5
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 352,900
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 352,900
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 352,900
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares X
13 Percent of Class Represented by Amount in Row 11 3.29
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
On September 22, 1995, the Reporting Persons filed a Schedule 13D
relative to their holdings of 16% of the Common Stock of Penril DataComm
Networks, Inc. ("Penril"), a Delaware corporation. This Amendment Number 2
sets forth changes in information previously filed. Each item with any change
has been set forth herein in full.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of July 30, 1996, the Reporting Persons beneficially owned
1,875,000 Shares representing approximately 17.46% of the 10,737,936 Shares
believed to be outstanding. Of the 1,875,000 Shares, 787,100 shares are owned
by Pequot, 36,500 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 698,500 shares are owned by Pequot International,
and 352,900 shares are owned by Pequot Endowment. The 1,875,000 shares were
purchased in open market transactions at an aggregate cost of $12,739,281.
The funds for the purchase of Shares held by Pequot, Pequot Endowment, and
Pequot International were obtained from the contributions of their various
partners/shareholders. The funds for the acquisition of the Shares held by
the managed accounts came from their own funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) (c) As of the date hereof, the Reporting Persons
beneficially own in the aggregate 1,875,000 Shares. These Shares represent
approximately 17.46% of the 10,737,936 Shares believed to be outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of the 36,500 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 787,100 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 698,500 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 352,900 Shares
owned by Pequot Endowment. A description of the transactions of the Reporting
Persons in the Shares that were effected since the last filing on June 21,
1996 are set forth on Exhibit B.
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 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
August 9, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 2 to Schedule 13D
dated August 9, 1996 relating to the Shares of Penril DataComm Networks, Inc.
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
<PAGE>
EXHIBIT B to Schedule 13D
PENRIL DATACOMM NETWORKS, INC.
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 709352108
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
SHARES @
07/01/96 1,736,000 736,100 654,100 321,600
24,200
07/15/96 19,000 12.7760 6,900 6,100 4,300 1,700
07/16/96 15,000 12.4130 5,500 4,800 3,400 1,300
07/17/96 25,000 12.5000 9,200 8,000 5,600 2,200
07/30/96 80,000 12.5000 29,400 25,500 18,000 7,100
139,000 51,000 44,400 31,300 12,300
TOTAL SHARES @
07/30/96 1,875,000 787,100 698,500 352,900
36,500
