THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON MAY 10, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTERCARDIA, INC. INC.
(Name of Issuer)
Common
(Title of Class of Securities)
45844M106
(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)
May 3, 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 SOUTHPORT MANAGEMENT LIMITED PARTNERSHIP
IRS Identification No. of Above Person 06-6243396
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 26,700
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 26,700
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,700
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .4
14 Type of Reporting Person PN
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 173,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 173,200
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 173,200
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 2.6
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 150,400
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 150,400
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 150,400
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 2.2
14 Type of Reporting Person PN
1 Name of Reporting Person PEQUOT SCOUT GENERAL PARTNERS
IRS Identification No. of Above Person 13-3745924
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 14,700
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 14,700
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 14,700
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .2
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.001 par value, (the "Shares") of
Intercardia, Inc., ("ITRC"), a Delaware corporation. ITRC's principal
executive office is located at 3200 Chapel Hill/Nelson Highway, Cape Fear
Building, Suite 101, Research Triangle Park, NC 27709.
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 Scout General Partners, a
Connecticut partnership, DS International Partners, L.P., a Delaware
partnership, and Southport Management Limited Partnership, a Connecticut
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
Scout General Partners is to serve as the investment manager of Pequot Scout
Fund,L.P. ("Pequot Scout"), 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 Scout General 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. Mr. Dawson is
the sole general partner and serves as the investment manager of Southport
Management Limited Partnership,("Southport"), a corporation formed under the
laws of Connecticut to invest and trade primarily in securities and financial
instruments. 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 365,000 Shares. Of the 365,000 Shares, 173,200 shares are owned by
Pequot, 14,700 shares are owned by Pequot Scout, 150,400 shares are owned by
Pequot International, and 26,700 shares are owned by Southport. The 365,000
shares were purchased in open market transactions at an aggregate cost of
$8,048,106. The funds for the purchase of Shares held by Pequot, Pequot
Scout, Pequot International and Southport were obtained from the contributions
of their various partners/shareholders.
<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 365,000 Shares. These Shares represent
approximately 5.4% of the 6,725,621 Shares believed to be outstanding.
Southport has the sole power to vote, direct the vote, dispose and direct the
disposition of the 26,700 Shares owned by Southport. Pequot General Partners
has the sole power to vote, direct the vote, dispose and direct the
disposition of the 173,200 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 150,400 Shares owned by Pequot International. Pequot Scout
General Partners has the sole power to vote, direct the vote, dispose and
direct the disposition of the 14,700 Shares owned by Pequot Scout. 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.
Southport Management Limited Partnership
By: /s/ Jonathan T. Dawson
Jonathan T. Dawson, General Partner
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 Scout General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
May 10, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated May 10,1996
relating to the Shares of Intercardia, Inc. shall be filed on behalf of the
undersigned.
Southport Management Limited Partnership
By: /s/ Jonathan T. Dawson
Jonathan T. Dawson, General Partner
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 Scout General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
<PAGE>
EXHIBIT B to Schedule 13D
INTERCARDIA, INC.
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 45844M106
PEQUOT PEQUOT PEQUOT
PARTNERS INTERNATIONAL SCOUT SOUTHPORT
# OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. MGMT ,
LP
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX
I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP.
13-3741801 06-6243396
02/01/96 50,000 15.0000 21,700 21,700 500 6,100
02/02/96 45,000 20.0000 19,500 19,500 500 5,500
02/02/96 (45,000) 20.0000 (19,500) (19,500) (500)
(5,500)
02/02/96 20,000 20.3125 9,500 8,300 800 1,400
02/02/96 20,000 20.3750 9,600 8,300 700 1,400
02/02/96 115,000 20.6250 54,800 48,000 4,000 8,200
02/02/96 100,000 20.9198 47,400 41,600 4,000 7,000
02/05/96 5,000 20.2500 2,200 2,200 0 600
02/05/96 (5,000) 20.2500 (2,200) (2,200) 0 (600)
05/03/96 35,000 29.5536 17,600 13,100 2,800 1,500
05/03/96 25,000 29.3750 12,600 9,400 1,900 1,100
365,000 173,200 150,400 14,700 26,700
TOTAL SHARES @
05/03/96 365,000 173,200 150,400 14,700
26,700
