OMB APPROVAL
------------------------
OMB Number:3235-0145
Expires:October 31, 1997
Estimated average burden
hours per form .. 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
--------
PENRIL DATACOMM NETWORKS, INC.
-----------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
-----------------------------------------------------------------------
(Title of Class of Securities)
709352 10 8
--------------------------------------
(CUSIP Number)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave., Southport, CT
06490
Attn: Judith A. Mack (203) 254-0091
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JUNE 21, 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 [ ].
Check the following box if a fee is being paid with the statement [ ].
(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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 709352108 Page 2 of 11 Pages
-------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. 06-1033494
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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
24,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
24,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.23%
14 TYPE OF REPORTING PERSON*
IA
SCHEDULE 13D
CUSIP No. 709352108 Page 3 of 11 Pages
-------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PEQUOT GENERAL PARTNERS 06-1321556
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
736,100
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
736,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.86%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 709352108 Page 4 of 11 Pages
-------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DS INTERNATIONAL PARTNERS, L.P. 06-1324895
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
654,100
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
654,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
654,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.09%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 709352108 Page 5 of 11 Pages
-------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PEQUOT ENDOWMENT PARTNERS, L.P. 06-1383498
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
321,600
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
8 SHARED VOTING POWER
0
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
9 SOLE DISPOSITIVE POWER
321,600
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
321,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.99%
14 TYPE OF REPORTING PERSON*
PN
ITEM 1. Security and Issuer
--------------------
On September 9, 1995, Pequot General Partners, a Connecticut
partnership ("General Partners"), Pequot Endowment Partners, L.P., a
Delaware limited partnership ("Endowment Partners"), and DS International
Partners, L.P., a Delaware limited partnership ("International Partners"),
filed a Schedule 13D (the "Schedule 13D") relative to their holdings of
shares of Common Stock of Penril DataComm Networks, Inc., a Delaware
corporation ("Penril"). This Amendment Number 1 amends and supplements the
Schedule 13D as set forth herein. Capitalized terms used and not defined
herein have the meaning set forth in Schedule 13D.
ITEM 2. Identity and Background
-----------------------
This Amendment is being filed on behalf of Dawson-Samberg Capital
Management, Inc., a Connecticut corporation ("Dawson-Samberg"), General
Partners, International Partners and Endowment Partners (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 with respect to certain managed accounts. The
controlling shareholders of Dawson-Samberg are Jonathan T. Dawson and
Arthur J. Samberg. The business address of Dawson-Samberg is 354 Pequot
Avenue, Southport, CT 06490.
For information with respect to the identity, business address
and principal occupation or employment of the controlling shareholders,
directors, and executive officers of Dawson-Samberg, see Schedule IV
hereto.
None of Dawson-Samberg, its controlling shareholders, directors
or executive officers have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
None of Dawson-Samberg, its controlling shareholders, directors
or executive officers 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
-------------------------------------------------
Between June 19, 1996 and July 1, 1996, Dawson-Samberg acquired
24,200 shares of Common Stock for an aggregate purchase price of $327,882.74,
Pequot Partners acquired 100,100 shares of Common Stock for an aggregate
purchase price of $1,356,338.92, Pequot International acquired 85,100 shares
of Common Stock for an aggregate purchase price of $1,153,131.61 and Pequot
Endowment acquired 61,600 shares of Common Stock for an aggregate purchase
price of $834,689.03. All of such purchases were made through open market
transactions. The funds for the purchase of the shares of Common Stock by
Pequot, Pequot Endowment and Pequot International were obtained from the
contributions of their respective partners or shareholders. The funds for
the acquisition of the shares of Common Stock by Dawson-Samberg came from
funds of the holders of certain managed accounts (the "Managed Accounts").
ITEM 4. Purpose of Transaction
----------------------
Depending on market conditions, the Reporting Persons may make
additional purchases of shares of Common Stock through open market
transactions.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) Dawson-Samberg beneficially owns 24,200 shares of Common
Stock, representing 0.23% of the shares of Common Stock. General Partners
beneficially owns 736,100 shares of Common Stock, representing 6.86% of the
shares of Common Stock. International Partners beneficially owns 654,100
shares of Common Stock, representing 6.09% of the shares of Common Stock.
Endowment Partners beneficially owns 321,600 shares of Common Stock,
representing 2.99% of the shares of Common Stock. (The foregoing
calculations are based on 10,737,936 shares of Common Stock issued and
outstanding as of June 26, 1996 according to Penril.)
If the Reporting Persons were deemed to constitute a group,
the 1,736,000 shares of Common Stock beneficially owned by the Reporting
Persons in the aggregate would represent 16.17% of the issued and
outstanding shares of Common Stock as of June 26, 1996. Each of the
Reporting Persons disclaims beneficial ownership of the shares of Common
Stock beneficially owned by the other Reporting Persons.
(b) The responses of each Reporting Person to Items 7 through 11
of the cover pages of this Schedule 13D relating to beneficial ownership of
the shares of Common Stock are incorporated herein by reference.
(c) Except as set forth above, no Reporting Person nor, to the
best knowledge of the applicable Reporting Person, any person identified in
Schedules I through III, beneficially owns any shares of Common Stock or
has effected any transactions in shares of Common Stock during the
preceding 60 days.
(d) The holders of the Managed Accounts have the right to receive
the proceeds from the sale of 24,200 shares of Common Stock. Pequot
Partners has the right to receive the proceeds from the sale of 736,100
shares of Common Stock. Pequot International has the right to receive the
proceeds from the sale of 654,100 shares of Common Stock. Pequot Endowment
has the right to receive the proceeds from the sale of 321,600 shares of
Common Stock.
A description of the transactions of the Reporting Persons
in the shares of Common Stock that were effected during the past 60 days
is set forth on Schedule IV.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
---------------------------------------------------------
No change.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 4: Joint Filing Agreement, dated June 28, 1996 by and
among Dawson-Samberg, General Partners, International
Partners and Endowment Partners.
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.
Dated: July 2, 1996
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
------------------------------------
Name: Arthur J. Samberg,
Title: President
Pequot General Partners
By: /s/ Arthur J. Samberg
------------------------------------
Name: Arthur J. Samberg,
Title: General Partner
DS International Partners, L.P.
By: /s/ Arthur J. Samberg
------------------------------------
Name: Arthur J. Samberg,
Title: General Partner
Pequot Endowment Partners, L.P.
By: /s/ Arthur J. Samberg
------------------------------------
Name: Arthur J. Samberg,
Title: General Partner
Schedule IV
<TABLE>
<CAPTION>
DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.
CONTROLLING SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
Name Present Business Address Present Principal Occupation
<S> <C> <C>
Controlling
Shareholders
- ------------
Jonathan T. Dawson (1) Chairman of the Board,
Dawson-Samberg Capital
Management, Inc.
Arthur J. Samberg (1) President, Dawson-Samberg
Capital Management, Inc.
Directors
- ---------
Jonathan T. Dawson (1)
Arthur J. Samberg (1)
Sheila J. Clancy (1) Marketing Director, member
of Management Committee,
Dawson-Samberg Capital
Management, Inc.
Executive Officers
- ------------------
Jonathan T. Dawson (1)
Arthur J. Samberg (1)
Judith A. Mack (1) Secretary & Treasurer,
Dawson-Samberg Capital
Management, Inc.
Amiel Peretz (1) Chief Financial Officer,
Dawson-Samberg Capital
Management, Inc.
(1) Dawson-Samberg Capital Management, Inc.
354 Pequot Avenue
Southport, CT 06490
Daniel C. Benton Dawson-Samberg Capital Portfolio Manager, member
Management, Inc. of Management Committee,
153 E. 53rd Street Dawson-Samberg Capital
New York, NY 10020 Management, Inc.
Peter Dartley (1) Head Equity Trader, member
of Management Committee,
Dawson-Samberg Capital
Management, Inc.
Sheila J. Clancy (1)
All of the persons listed in this Schedule IV are citizens of the United
States of America.
(1) Dawson-Samberg Capital Management, Inc.
354 Pequot Avenue
Southport, CT 06490
Schedule V
</TABLE>
<TABLE>
PENRIL DATACOM NETWORKS, INC.
- -----------------------------------------------------------------------
COMMON STOCK, NO PAR VALUE
CUSIP # 709352108
==========================
<CAPTION>
# OF SHARES PEQUOT PEQUOT PEQUOT DAWSON
TRADE PURCHASED PARTNERS INTERNATIONAL ENDOWMENT SAMBERG
DATE (SOLD) PRICE FUND, L.P. FUND, LTD. FUND, L.P. CAPITAL MGMT
<S> <C> <C> <C> <C> <C> <C>
09/22/95 1,465,000 5.0000 636,000 569,000 260,000 0
----------- ------ ------- ------- -------
06/19/96 26,000 13.7255 9,600 8,200 5,900 2,300
06/19/96 25,000 13.6250 9,200 7,900 5,700 2,200
06/20/96 25,000 13.6400 9,200 7,900 5,700 2,200
06/20/96 1,000 13.6875 400 300 200 100
06/21/96 25,000 13.5250 9,300 7,800 5,600 2,300
06/24/96 25,000 13.3850 9,200 7,900 5,700 2,200
06/25/96 23,000 13.3040 8,500 7,100 5,200 2,200
06/28/96 40,000 13.4060 14,800 12,600 9,100 3,500
06/28/96 15,000 13.4250 5,600 4,700 3,400 1,300
07/01/96 35,000 13.6430 12,900 11,000 8,000 3,100
07/01/96 31,000 13.6008 11,400 9,700 7,100 2,800
--------
271,000 100,100 85,100 61,600 24,200
--------
TOTAL SHARES AT
------- ------- ------- --------
07/01/96 1,736,000 736,100 654,100 321,600 24,200
========= ========= ========= ========== ========
</TABLE>
INDEX OF EXHIBITS
Exhibit 4. Joint Filing Agreement, dated June 28, 1996 by and among
Dawson-Samberg, General Partners, International Partners and
Endowment Partners
EXHIBIT 4
AGREEMENT
The undersigned agree that this Amendment Number 1 to the
Schedule 13D dated September 29, 1995 relating to the shares of
Common Stock of Penril DataComm Networks, Inc. shall be filed jointly
on behalf of the undersigned.
Dated: June 28, 1996
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
