UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #__)
Trikon Technologies, Inc.
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
896187101
(CUSIP Number)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave.
Southport, CT 06490 Attn: Amiel M. Peretz 203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
June 10, 1998
(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 this 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 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).
CUSIP NO. 896187101 PAGE 6 OF 4
6
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)
(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
10,122,509
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power
10,122,509
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,122,509
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 10.8%
14 Type of Reporting Person IA
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, no par value (the "Shares"),
of Trikon Technologies, Inc. ("Trikon" or the "Company"), a California
corporation. The Company's principal executive office is located at 9255
Deering Avenue, Chatsworth, CA 91311.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. (the "Reporting Person"), a Connecticut corporation. The
principal business of the Reporting Person, 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 the Reporting Person are
Messrs. Jonathan T. Dawson, Arthur J. Samberg, Daniel C. Benton and Amiel M.
Peretz, the directors of the Reporting Person are Messrs. Dawson, Samberg and
Benton and Ms. Sheila Clancy, and the controlling shareholders are Messrs.
Dawson and Samberg (collectively, the "Executive Officers, Directors and
Controlling Persons"). The business address of the Reporting Person and the
Executive Officers, Directors and Controlling Persons is 354 Pequot Avenue,
Southport, CT 06490.
Neither of the Reporting Person 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 Person 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, under rule 13d-3(d)(1)(i) of the Securities
Exchange Act of 1934, the Reporting Person is deemed to beneficially own in
the aggregate 10,122,509 Shares held by accounts for which it exercises
investment discretion (the "Accounts").
Pursuant to a Note Exchange Offer (the "Exchange Offer"), the Accounts
exchanged $4,000,000 principal amount of the Company's 7.125% Convertible
Subordinated Notes due October 15, 2001 (the "Notes") for 1,104,018 Shares,
139,130 shares of the Company's Series "H" Preferred Stock (the "Series H
Preferred") and 1,425.752 of the Company's Series "I" Preferred Stock (the
"Series I Preferred"). The Accounts also exchanged 1,481,481 shares of Series
"G" Preferred Stock (the "Series G Preferred") for 3,148,295 Shares and
3,999.99 shares of the Company's Series I Preferred. In addition, the
Accounts exchanged 444,445 Series "G" Warrants (the "Warrants") for an
additional 444,445 Shares. The Series I Preferred is convertible into
5,425,751 Shares within the next sixty days and the Series H Preferred is
convertible into 198,747 Shares if and when the closing price of the Shares on
a U.S. national securities exchange or on an established automated
over-the-counter trading market is at a price in excess of $7.00 for a period
of 30 consecutive trading days. Therefore, the beneficial ownership
calculations for the Reporting Person include the conversion of the Series I
Preferred but not the conversion of the Series H Preferred. The Accounts
acquired the Notes, the Series G Preferred and the Warrants during the normal
course of business as reported on the Reporting Person's Schedule 13G, filed
on February 4, 1998. The filing of this Schedule 13D is due to the election
of an affiliate of the Reporting Person as a Director of the Company.
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.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the Shares described herein was made in the ordinary
course of the Reporting Person's investment activities. The Reporting Person
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. An affiliate of the Reporting Person currently
serves on the Board of Directors of the Company and the Reporting Person
reserves the right to take whatever further action with respect to the
Accounts' holdings in the Company as the Reporting Person deems to be in the
best interest of such Accounts.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Person beneficially owns in the
aggregate 10,122,509 Shares. These Shares represent approximately 10.8% of
the 93,852,354 Shares that the Reporting Person believes would be outstanding
if the Series I Preferred were converted into Shares. The Reporting Person
has the sole power to vote, direct the vote, dispose and direct the
disposition of all of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
After a reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
June 19, 1998
Dawson-Samberg Capital Management, Inc.
By:_/s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
