THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON AUGUST 8, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GOLDEN STAR RESOURCES, LTD.
(Name of Issuer)
Common
(Title of Class of Securities)
38119T104
(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 1, 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 X. (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 141,500
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 141,500
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 141,500
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .55
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 496,900
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 496,900
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 496,900
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.93
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
430,900
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 430,900
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 430,900
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.67
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 301,300
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 301,300
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 301,300
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.17
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Shares, (the "Shares") of Golden
Star Resources, Ltd. ("GAR"), a Canadian corporation. GSR's principal
executive office is located at One Norwest Center, 1700 Lincoln Street, Suite
1950, Denver, CO 80203.
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, L.P. 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 1,370,600 Shares. Of the 1,370,600 Shares, 496,900 shares are owned
by Pequot, 141,500 shares are held in managed accounts for which
Dawson-Samberg acts as investment adviser, 430,900 shares are owned by Pequot
International, and 301,300 shares are owned by Pequot Endowment. The
1,370,600 shares were purchased in open market transactions at an aggregate
cost of $18,395,530. 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.
<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 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 1,370,600 Shares. These Shares represent approximately 5.32%
of the 25,773,303 Shares believed to be outstanding. Dawson-Samberg has the
sole power to vote, direct the vote, dispose and direct the disposition of the
141,500 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
496,900 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
430,900 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 301,300 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.
(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>
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 9, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated August 9, 1996
relating to the Shares of Golden Star Resources, 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>
EXHIBIT B
GOLDEN STAR RESOURCES LTD
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 38119T104
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 @
05/31/96 761,000 287,500 252,800 132,100
88,600
07/26/96 26,100 13.0239 8,600 6,100 11,200 200
08/01/96 583,500 13.7679 200,800 172,000 158,000
52,700
609,600 209,400 178,100 169,200 52,900
TOTAL SHARES @
08/01/96 1,337,600 496,900 430,900 301,300
141,500
