THIS DOCUMENT IS A COPY OF AMENDMENT # 1 TO THE ORIGINAL SCHEDULE 13D AND WAS
FILED ON AUGUST 22,1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
August 15, 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 67,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 67,200
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 67,200
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .96
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 239,900
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 239,900
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 239,900
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 3.43
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
208,100
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 208,100
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 208,100
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 2.98
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 177,300
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 177,300
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
177,300
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 2.54
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
On July 22, 1996, the Reporting Persons filed a Schedule 13D relative to
their holdings of 8.84% of the Ordinary Shares, NIS 0.1 par value, (the
"Shares") of ISG International Software Group, Ltd., ("SISGF") an Israeli
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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 692,500 Shares. Of the 692,500 Shares, 239,900 shares are owned by
Pequot, 67,200 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 208,100 shares are owned by Pequot International,
and 177,300 shares are owned by Pequot Endowment. The 692,500 shares were
purchased in open market transactions at an aggregate cost of $7,328,638. 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) (c) As of the date hereof, the Reporting Persons beneficially own
in the aggregate 692,500 Shares. These Shares represent approximately 9.91%
of the 6,985,001 Shares believed to be outstanding. Dawson-Samberg has the
sole power to vote, direct the vote, dispose and direct the disposition of the
67,200 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
239,900 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
208,100 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 177,300 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.
In accordance with Rule 101(a)(2)(ii) of Regulation S-T, attached hereto
as Exhibit C is the text of the Schedule 13D that was filed by the Reporting
Persons with the Commission on August 6, 1996.
<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.
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
August 22, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 1 to Schedule 13D dated
August 22, 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
- -------------- ------------ ------- ---------- ------------- ----------- -------------
SHARES @
05/01/96 149,800 0 0 90,000 59,800
------------ ---------- ------------- ----------- -------------
05/01/96 50,000 11.7149 0 0 50,000 0
05/06/96 10,500 12.3750 0 0 7,500 3,000
05/07/96 20,000 12.6250 0 0 14,200 5,800
05/08/96 90,000 12.3750 0 0 64,500 25,500
05/28/96 (6,600) 11.6250 0 0 0 (6,600)
07/01/96 (76,200) 11.4323 0 0 (54,900) (21,300)
07/01/96 (10,000) 11.6250 0 0 (7,200) (2,800)
07/19/96 100,000 10.7126 53,600 46,400 0 0
07/22/96 100,000 10.5104 53,500 46,500 0 0
07/23/96 50,000 10.5000 26,800 23,200 0 0
07/24/96 50,000 10.1163 26,800 23,200 0 0
07/25/96 25,000 10.4375 13,400 11,600 0 0
07/26/96 17,000 11.0000 9,100 7,900 0 0
07/29/96 30,000 10.7188 16,000 14,000 0 0
07/30/96 18,000 10.3125 9,800 8,200 0 0
08/15/96 75,000 12.5205 30,900 27,100 13,200 3,800
542,700 239,900 208,100 87,300 7,400
TOTAL SHARES @
08/15/96 692,500 239,900 208,100 177,300 67,200
============ ========== ============= =========== =============
</TABLE>
<PAGE>
THIS DOCUMENT IS A COPY OF THE ORIGINAL SCHEDULE 13D FILE ON AUGUST 6, 1996
EXHIBIT C
ITEM 1. SECURITY AND ISSUER
This statement relates to the Ordinary Shares, NIS 0.1 par value, (the
"Shares") of ISG International Software Group Ltd., ("SISGF") an Israeli
corporation. SISGF's principal executive office is located at Carmel Business
Park, Einstein Building, Tirat Hacarmel, Israel 39101.
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.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of July 30, 1996, the Reporting Persons beneficially own in the
aggregate 617,500 Shares. Of the 617,500 Shares, 209,000 shares are owned by
Pequot, 63,400 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 181,000 shares are owned by Pequot International,
and 164,100 shares are owned by Pequot Endowment. The 617,500 Shares were
purchased in open market transactions at an aggregate cost of $6,385,101. 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.
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 Person,
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
(a) (b) (c) As of the date hereof, the Reporting Persons
beneficially own in the aggregate 617,500 Shares. These Shares represent
approximately 8.84% of the 6,985,001 Shares believed to be outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of the 63,400 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 209,000 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 181,000 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 164,100 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.
(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.
<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.
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
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.
August 6, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment Number 1 to Schedule 13D dated
August 6, 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
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.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT B to Schedule 13D-filed August 6, 1996
ISG INTERNATIONAL SOFTWARE GROUP, LTD.
SCHEDULE 13D
COMMON STOCK, NO 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
- -------------- ------------ ------- ---------- ------------- ----------- -------------
SHARES @
05/01/96 149,800 0 0 90,000 59,800
------------ ---------- ------------- ----------- -------------
05/01/96 50,000 11.7149 0 0 50,000 0
05/06/96 10,500 12.3750 0 0 7,500 3,000
05/07/96 20,000 12.6250 0 0 14,200 5,800
05/08/96 90,000 12.3750 0 0 64,500 25,500
05/28/96 (6,600) 11.6250 0 0 0 (6,600)
07/01/96 (76,200) 11.4323 0 0 (54,900) (21,300)
07/01/96 (10,000) 11.6250 0 0 (7,200) (2,800)
07/19/96 100,000 10.7126 53,600 46,400 0 0
07/22/96 100,000 10.5104 53,500 46,500 0 0
07/23/96 50,000 10.5000 26,800 23,200 0 0
07/24/96 50,000 10.1163 26,800 23,200 0 0
07/25/96 25,000 10.4375 13,400 11,600 0 0
07/26/96 17,000 11.0000 9,100 7,900 0 0
07/29/96 30,000 10.7188 16,000 14,000 0 0
07/30/96 18,000 10.3125 9,800 8,200 0 0
467,700 209,000 181,000 74,100 3,600
TOTAL SHARES @
07/30/96 617,500 209,000 181,000 164,100 63,400
============ ========== ============= =========== =============
</TABLE>
