UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ISG INTERNATIONAL SOFTWARE GROUP, LTD.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
M5733B104
(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)
December 20, 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 64,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 64,000
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 64,000
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .8
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 287,700
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 287,700
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 287,700
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 3.7
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
267,700
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 267,700
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 267,700
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 3.4
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 156,600
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 156,600
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
156,600
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 2.0
14 Type of Reporting Person PN
This Amendment No. 2 relates to the Common Stock, NIS $.1 par value, (the
"Shares") of ISG International Software Group, Ltd., (the "Company" or
"SISGF"), an Israeli corporation. SISGF's principal executive office is
located at Carmel Business Park, Einstein Building, Tirat Hacarmel, Israel
39101.
In reliance on Rule 13d-1(b)(1)(ii)(E), the reporting person 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 1. SECURITY AND ISSUER
No Change
ITEM 2. IDENTITY AND BACKGROUND
No Change
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 776,000 Shares. Of the 776,000 Shares, 287,700 shares are owned by
Pequot, 64,000 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 267,700 shares are owned by Pequot International,
and 156,600 shares are owned by Pequot Endowment. The 776,000 shares were
purchased in open market transactions at an aggregate cost of $10,563,070.
The funds for the purchase of Shares held by Pequot, Pequot Endowment, 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. 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 ISG International Software, Ltd.
held by the various entities.
ITEM 4. PURPOSE OF TRANSACTION
No Change
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 776,000 Shares. These Shares represent approximately 9.9% of the
7,821,947 Shares believed to be outstanding. Dawson-Samberg has the sole
power to vote, direct the vote, dispose and direct the disposition of the
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
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 Shares owned
by Pequot International. Pequot Endowment Partners, L.P. has the sole power
to vote, direct the vote, dispose and direct the disposition of the Shares
owned by Pequot Endowment. 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 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>
THIS TABLE HAS BEEN SQUEEZED AS FAR AS IT CAN GO WITHOUT WORDS/## BREAKING UP.
IF ATTY WANTS MORE INFO OR "MORE SPACE", HE'LL HAVE TO BUMP FONT TO SZ.8
AND/OR MAKE MARGINS THINNER. 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.
December 30, 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 2 to Schedule 13D dated
December 30, 1996 relating to the Shares of ISG International Software Group,
Ltd. 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
ISG INTERNATIONAL SOFTWARE GROUP, LTD.
SCHEDULE 13D
ORDINARY SHARES, NIS .1 PAR VALUE
CUSIP # M5733B104
<S> <C> <C> <C> <C> <C> <C>
PEQUOT PEQUOT PEQUOT DAWSON
PARTNERS INTERNATIONAL ENDOWMENT SAMBERG
# OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. CAPITAL MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP. 06-1388800 06-1033494
- --------------- ------------ ------- ----------- -------------- ----------- -------------
TOTAL SHARES @
08/15/96 692,500 239,900 208,100 177,300 67,200
------------ ----------- -------------- ----------- -------------
12/11/96 (60,000) 20.1110 (20,800) (18,000) (15,400) (5,800)
12/17/96 13,500 25.5000 6,200 7,300 0 0
12/17/96 60,000 25.6145 27,500 32,500 0 0
12/17/96 8,500 25.8603 3,900 4,600 0 0
12/18/96 40,000 27.3700 18,300 21,700 0 0
12/18/96 2,500 27.0000 1,300 0 0 1,200
12/19/96 (25,000) 29.0000 (9,100) (8,500) (5,300) (2,100)
12/20/96 44,000 29.8068 20,500 20,000 0 3,500
83,500 47,800 59,600 (20,700) (3,200)
TOTAL SHARES @
12/20/96 776,000 287,700 267,700 156,600 64,000
============ =========== ============== =========== =============
</TABLE>
