UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #_1_)
Celtrix Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(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)
January 1, 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).
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 8.3%
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 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 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.
In reliance of Rule 13d-a(b)(1)(ii)(E), Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg") will hereafter be filing a short form
statement on Schedule 13G annually in lieu of Schedule 13D or any amendments
thereto covering the securities that are the subject of this report.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of 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 executive officers of
Dawson-Samberg are Messrs. Jonathan T. Dawson, Arthur J. Samberg and Amiel M.
Peretz, the directors are Messrs. Dawson and Samberg and Ms. Sheila J. Clancy,
and the controlling shareholders are Messrs. Dawson and Samberg (collectively,
the "Executive Officers, Directors and Controlling Persons"). 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
and the Executive Officers, Directors and Controlling Persons is 354 Pequot
Avenue, Southport, CT 06490.
Neither of the Reporting Persons 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 Persons nor the Executive Officers, Directors
and Controlling Persons have, during the last five years, been a party to
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 or 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
No Change.
ITEM 4. PURPOSE OF TRANSACTION
No Change.
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 8.3% of the 21,061,053
Shares the Reporting Persons believe to be 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 which were the subject of the original filing by Equity Partners as
Private Equity and Offshore Private Equity may no longer acquire such powers
within 60 days. Therefore, this filing eliminates Equity Partners as a
Reporting Person. There were no transactions in the Shares effected during
the past 60 days by the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No Change.
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.
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.
January 23, 1998
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 Amendment No. 1 to the Schedule 13D,
dated January 23, 1998, 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
