UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #__)
Celtrix Pharmaceuticals, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
151186103
(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)
April 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 __. (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 1,755,688
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 1,755,688
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,755,688
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 8.4%
14 Type of Reporting Person IA
1 Name of Reporting Person PEQUOT PRIVATE EQUITY PARTNERS, LLC
IRS Identification No. of Above Person 06-1469967
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 0
9 Sole Dispositive Power 0
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,640,688
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 7.8%
14 Type of Reporting Person OO
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.01 par value, (the
"Shares") of Celtrix Pharmaceuticals, Inc. ("CTRX") a Delaware Corporation.
CTRX's principal executive office is located at 3055 Patrick Henry Drive,
Santa Clara, CA 95054-1815.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation and Pequot
Private Equity Partners, LLC ("Equity Partners") a limited liability company
formed under the laws of Delaware (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 of Dawson-Samberg are
Messrs. Jonathan T. Dawson and Arthur J. Samberg. The principal business of
Equity Partners is to serve as the general partner of Pequot Private Equity
Fund, L.P. ("Private Equity"), a limited partnership formed under the laws of
Delaware to invest and trade primarily in securities and financial
instruments, and to serve as investment manager of Pequot Offshore Private
Equity Fund, Inc. ("Offshore Private Equity") 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 both members of Equity
Partners. The business address of the Reporting Persons is 354 Pequot Avenue,
Southport, CT 06490.
None of the Reporting Persons, their respective 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 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, Dawson-Samberg beneficially owns in the
aggregate 1,755,688 Shares held by accounts for which it exercises investment
discretion, as follows; 115,000 shares are owned by Pequot Scout Fund, L..P. ,
a Delaware Limited Partnership, 1,456,304 shares are owned by Private Equity
and 184,384 shares are owned by Offshore Private Equity. As of the date
hereof, Equity Partners beneficially owns in the aggregate 1,640,688 Shares of
which 1,456,304 shares are owned by Private Equity and 184,384 shares are
owned by Offshore Private Equity. The 115,000 shares owned by Pequot Scout
fund, L.P. were purchased in open market transactions for $358,640.25. The
1,640,688 shares owned by Private Equity and Offshore Private Equity were
purchased in a Private Placement directly from the Company for $4,000,000.
The funds for the purchase of Shares held by Pequot Scout Fund, L.P., Private
Equity and Offshore Private Equity 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., such loans being secured by securities, including
certain shares of Common Stock of CTRX held by the various entities.
<PAGE>
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 Persons,
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dawson-Samberg beneficially owns in the
aggregate 1,755,688 Shares. These Shares represent approximately 8.4% of the
20,985,335 Shares the Reporting Persons believe to be outstanding. As of the
date hereof, Equity Partners beneficially owns in the aggregate 1,640,688
Shares. These Shares represent approximately 7.8% of such Shares outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of all of the 1,755,688 Shares . Equity Partners does not
currently have the power to vote, direct the vote, dispose and direct the
disposition of the 1,640,688 Shares owned by Private Equity and Offshore
Private Equity but may acquire such powers by terminating its agreement with
Dawson-Samberg. 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.
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.
April 8, 1997
Dawson-Samberg Capital Management, Inc.
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
Pequot Private Equity Partners, LLC
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Member
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated April 8, 1997
relating to the Shares of CTRX shall be filed on behalf of the undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
Pequot Private Equity Partners, LLC
By: /s/ Arthur J. Samberg
Arthur J. Samberg, Member
<PAGE>
EXHIBIT B
CELTRIX PHARMACEUTICALS INC
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 151186103
PEQUOT PEQUOT PEQUOT
SCOUT PRIVATE EQUITY PRIVATE EQUITY
# OF SHARES FUND, L.P. FUND, L.P. OFFSHORE FUND INC
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. #
DATE (SOLD) PRICE 13-3741801 06-1469968 FOREIGN
CORP
TOTAL SHARES @
02/01/97 115,000 115,000 0 0
04/01/97 1,640,688 2.4380 0 1,456,304 184,384
1,640,688 0 1,456,304 184,384
TOTAL SHARES @
04/01/97 1,755,688 115,000 1,456,304 184,384
