UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CELLULAR COMMUNICATIONS, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
150918100
(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)
November 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 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 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 0
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 0
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 0
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 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 0
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 0
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 0
14 Type of Reporting Person PN
1 Name of Reporting Person DS INTERNATIONAL PARTNERS, L.P.
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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 0
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 0
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 0
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 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 0
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 0
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 0
14 Type of Reporting Person PN
This Amendment No. 2 relates to the Common Stock, $.01 par value, (the
"Shares") of Cellular Communications International, Inc., (the "Company" or
"CCIL"), a Delaware corporation.
ITEM 1. SECURITY AND ISSUER
No Change
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General
Partners, a Connecticut partnership, Pequot Endowment Partners, L.P., a
Delaware partnership and DS International Partners, L.P., a Delaware
partnership (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 to certain managed
accounts. The principal shareholders at Dawson-Samberg are Messrs. Jonathan
T. Dawson and Arthur J. Samberg. The sole business of Pequot General Partners
is to serve as the general partner of Pequot Partners Fund, L.P. ("Pequot"),
a limited partnership formed under the laws of Delaware to invest and trade
primarily in securities and financial instruments. Messrs. Dawson and Samberg
are general partners of Pequot General Partners. The sole business of Pequot
Endowment Partners, L.P. is to serve as the investment manager of Pequot
Endowment Fund,L.P. ("Pequot Endowment"), a partnership formed under the laws
of Delaware to invest and trade primarily in securities and financial
instruments. Messrs. Dawson and Samberg are general partners of Pequot
Endowment Partners. The sole business of DS International Partners, L.P. is
to serve as the investment manager of Pequot International Fund, Inc. ("Pequot
International") a corporation formed under the laws of British Virgin Islands
to invest and trade primarily in securities and financial instruments.
Messrs. Dawson and Samberg are general partners of DS International Partners,
L.P. 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
No Change
ITEM 4. PURPOSE OF TRANSACTION
No Change
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Persons do not beneficially own
any Shares. A description of the transactions of the Reporting Persons in the
Shares that were effected during the past 60 days is set forth on Exhibit B.
The Reporting Persons ceased to be the beneficial owners of more than 5% of
the Common Stock on November 21, 1996.
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.
In accordance with Rule 101(a)(2)(ii) of Regulation S-T, attached
hereto as Exhibit C is the text of the Schedule 13D--Amendment No. 1 that was
filed by the Reporting Persons with the Commission on February 17, 1995, and
Exhibit D is the text of the original Schedule 13D that was filed with the
Commission on December 19, 1994.
<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.
November 26, 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
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 1 to Schedule 13D
dated November 26, 1996 relating to the Shares of Cellular Communications
International, 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>
<TABLE>
<CAPTION>
EXHIBIT B - Schedule 13D Amendment No. 2
CELLULAR COMMUNICATIONS INT'L, INC.
SCHEDULE 13D
COMMON STOCK, $ .01 PAR VALUE
CUSIP # 150918100
<S> <C> <C> <C> <C> <C> <C> <C>
PEQUOT PEQUOT PEQUOT DAWSON
PARTNERS INTERNATIONAL ENDOWMENT SOUTHPORT SAMBERG
# OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. MGMT , LP CAPITAL MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP. 06-1388800 06-6243396 06-1033494
- -------------- ------------ ------- ----------- -------------- ----------- ----------- -------------
TOTAL SHARES @
07/24/96 549,350 231,600 215,100 50 33,000 69,600
------------ ----------- -------------- ----------- ----------- -------------
11/21/96 (549,350) 26.2500 (231,600) (215,100) (50) (33,000) (69,600)
------------ ----------- -------------- ----------- ----------- -------------
TOTAL SHARES @
11/21/96 0 0 0 0 0 0
============ =========== ============== =========== =========== =============
</TABLE>
<PAGE>
EXHIBIT C
THIS DOCUMENT IS A COPY OF SCHEDULE 13D --AMENDMENT No. 1 THAT WAS FILED ON
2/17/95
ITEM 1. SECURITY AND ISSUER
On December 19, 1994, the Reporting Persons filed a Schedule 13D
relative to their holdings of 5.11% of the Common Stock of Cellular
Communications International ("CCIL"), a Delaware corporation. This Amendment
Number 1 sets forth changes in the information previously filed. Each item
with any change has been set forth herein in full.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General
Partners, a Connecticut partnership and DS International Partners, L.P., a
Delaware partnership (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 to certain
managed accounts. The principal shareholders at Dawson-Samberg are Messrs.
Jonathan T. Dawson and Arthur J. Samberg. The sole business of Pequot General
Partners is to serve as the general partner of Pequot Partners Fund, L.P.
("Pequot"), a limited partnership formed under the laws of Delaware to invest
and trade primarily in securities and financial instruments. Messrs. Dawson
and Samberg are general partners of Pequot General Partners. The sole
business of DS International Partners, L.P. is to serve as the investment
manager of Pequot International Fund, Inc. ("Pequot International") a
corporation formed under the laws of British Virgin Islands to invest and
trade primarily in securities and financial instruments. Messrs. Dawson and
Samberg are general partners of DS International Partners, L.P. 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.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 639,750 Shares. Of the 639,750 Shares, 201,600 are owned by Pequot,
244,250 shares are held in managed accounts for which Dawson-Samberg acts as
investment adviser, and 193,700 shares are owned by Pequot International. The
639,750 Shares were purchased in open market transactions at an aggregate cost
of $20,812,664. The funds for the purchase of Shares held by Pequot 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 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 Persons
beneficially own in the aggregate 639,750 Shares. These Shares represent
approximately 6.30% of the 10,147,237 Shares believed to be outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of the 244,250 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 201,600 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 193,700 Shares owned by Pequot
International. A description of the transactions of the Reporting Persons in
the Shares that were effected during the past 60 days is set forth below:
Trade Date Number of Shares Price Per Share
12/12/94 6,000 $41.96
12/13/94 7,500 41.50
12/30/94 7,500 43.50
01/05/95 25,000 44.22
01/06/95 25,000 48.72
01/09/95 10,000 48.03
01/10/95 5,000 48.50
01/11/95 15,000 46.50
01/12/95 10,000 46.13
(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.
Dawson-Samberg Capital Management, Inc.
By: /s/Judith A. Mack
Arthur J. Samberg, President
By: Judith A. Mack, Attorney-in-Fact
Pequot General Partners
By: /s/Judith A. Mack
Arthur J. Samberg, General Partner
By: Judith A. Mack, Attorney-in-Fact
DS International Partners, L.P.
By: /s/Judith A. Mack
Arthur J. Samberg, General Partner
By: Judith A. Mack, Attorney-in-Fact
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 1 to Schedule 13D
dated February 17, 1995 relating to the Shares of Cellular Communications
International, Inc. shall be filed on behalf of the undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/Judith A. Mack
Arthur J. Samberg, President
By: Judith A. Mack, Attorney-in-Fact
Pequot General Partners
By: /s/Judith A. Mack
Arthur J. Samberg, General Partner
By: Judith A. Mack, Attorney-in-Fact
DS International Partners, L.P.
By: /s/Judith A. Mack
Arthur J. Samberg, General Partner
By: Judith A. Mack, Attorney-in-Fact
<PAGE>
EXHIBIT D
THIS DOCUMENT IS A COPY OF THE ORIGINAL SCHEDULE 13D THAT WAS FILED ON
12/19/94
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value .01, (the
"Shares"), of Cellular Communications International, Inc. ("CCIL"), a Delaware
corporation. CCIL's principal executive office is located at 150 East 58th
Street, New York, NY 10155.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General
Partners, a Connecticut partnership and DS International Partners, L.P., a
Delaware partnership (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 to certain
managed accounts. The principal shareholders at Dawson-Samberg are Messrs.
Jonathan T. Dawson and Arthur J. Samberg. The sole business of Pequot General
Partners is to serve as the general partner of Pequot Partners Fund, L.P.
("Pequot"), a limited partnership formed under the laws of Delaware to invest
and trade primarily in securities and financial instruments. Messrs. Dawson
and Samberg are general partners of Pequot General Partners. The sole
business of DS International Partners, L.P. is to serve as the investment
manager of Pequot International Fund, Inc. ("Pequot International") a
corporation formed under the laws of British Virgin Islands to invest and
trade primarily in securities and financial instruments. Messrs. Dawson and
Samberg are general partners of DS International Partners, L.P. 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.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 518,450 Shares. Of the 518,450 Shares, 165,200 shares are owned by
Pequot, 198,150 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, and 155,100 shares are owned by Pequot
International. The 518,450 Shares were purchased in open market transactions
at an aggregate cost of $15,273,575. The funds for the purchase of Shares
held by Pequot 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 4. PURPOSE OF TRANSACTION
The acquisition of Shares described herein were made for investment
purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Not Applicable
(b) Not Applicable
(c) As of the date hereof, the Reporting Persons beneficially own in the
aggregate 518,450 Shares. These Shares represent approximately 5.11% of the
10,147,237 Shares believed to be outstanding. Dawson-Samberg has the sole
power to vote, direct the vote, dispose and direct the disposition of the
198,150 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
165,200 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
155,100 Shares owned by Pequot International. A description of the
transactions of the Reporting Persons in the Shares that were effected during
the past 60 days is set forth below:
Trade Date Number of Shares Price Per Share
11/30/94 36,300 $42.63
12/01/94 9,700 42.21
12/01/94 Sale (2,200) 42.50
12/02/94 20,000 43.25
12/05/94 7,500 43.46
12/06/94 10,000 42.63
12/07/94 5,000 42.00
12/08/94 10,300 42.18
12/09/94 15,000 42.19
<PAGE>
(d) Not Applicable
(e) Not Applicable
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.
Dawson-Samberg Capital Management, Inc.
By: /s/ Judith A. Mack
Arthur J. Samberg, President
By: Judith A. Mack, Attorney-in-Fact
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated December 19, 1994
relating to the Shares of Cellular Communications International, Inc. shall be
filed on behalf of the undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/ Judith A. Mack
Arthur J. Samberg, President
By: Judith A. Mack , Attorney-in-Fact
Pequot General Partners
By:/s/ Judith A. Mack
Arthur J. Samberg, General Partner
By: Judith A. Mack , Attorney-in-Fact
DS International Partners, L.P.
By:/s/ Judith A. Mack
Arthur J. Samberg, General Partner
By: Judith A. Mack , Attorney-in-Fact
