UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: CELTRIX PHARMACEUTICALS, INC.
Title of Class of Securities: COMMON STOCK $.01 PAR VALUE
CUSIP Number: 151186103
Check the following line if a fee is being paid with this statement. (A fee
is not required only if the filing 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).
*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 and S.S. or I.R.S. Identification
No of Above Person: Dawson Samberg Capital Management, Inc.
Tax ID: 06-1033494
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization:
Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power: 1,755,688
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,755,688
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially
Owned by Each Reporting Person: 1,755,688
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
11. Percent of Class Represented by Amount in Row (9): 8.4%
12. Type of Reporting Person: IA, CO
Item 1(a) Name of Issuer: CELTRIX PHARMACEUTICALS, INC.
1(b) Address of Issuer's Principal Executive Offices:
3055 Patrick Henry Drive, Santa Clara, CA 95054-1815
Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons
Filing:
Dawson Samberg Capital Management, Inc., 354 Pequot Avenue,
Southport, CT 06490, which is a Connecticut corporation.
(d) Title of Class of Securities: COMMON STOCK $.01 PAR VALUE
(e) CUSIP Number: 151186103
Item 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
Dawson Samberg Capital Management, Inc. is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Ownership as of December 31, 1997 is incorporated by reference
to items (5) - (9) and (11) of the cover page of the reporting person.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The reporting person is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940 and, as such,
has beneficial ownership of the shares which are the subject of
this filing through the investment discretion the reporting person
exercises over its client's accounts. More than 5% of the
shares beneficially owned by the reporting person are owned by
one client, Pequot Private Equity Fund, L.P., although such client
does not have beneficial ownership of such shares for purposes
of Section 13 and Section 16 of the Securities
and Exchange Act of 1934.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of the Group.
Not Applicable
Item 10.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: February 12, 1998
By: /s/ Amiel M. Peretz
Title: Chief Financial Officer
