UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VIDEOSERVER, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
926918103
(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)
November 4, 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 13,100
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 13,100
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 13,100
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .1
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 210,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 210,000
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 210,000
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.7
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 43,800
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 43,800
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 43,800
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .3
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 26,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 26,200
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,200
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .2
14 Type of Reporting Person PN
1 Name of Reporting Person PEQUOT TECHNOLOGY GENERAL PARTNERS
IRS Identification No. of Above Person 13-3745921
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 221,500
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 221,500
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 221,500
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.8
14 Type of Reporting Person PN
1 Name of Reporting Person DS INTERNATIONAL PARTNERS II, LLC
IRS Identification No. of Above Person 06-1463052
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 1,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 1,200
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,200
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .0
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 relates to the Common Stock, $.01 par value, (the
"Shares") of Videoserver, Inc., (the "Company" or "VSVR"), a Delaware
corporation, and amends the statement on Schedule 13D initially filed by the
Reporting Persons with the Securities and Exchange Commission (the
"Commission") on May 3, 1996.
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 Technology General Partners, a
Connecticut partnership, DS International Partners II, LLC, a Delaware
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 Pequot Technology General Partners is to serve as the general partner of
Pequot Technology Fund, L.P. ("Pequot Technology"), 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 Technology General Partners. The sole business of DS International
Partners II, LLC is to serve as the general partner of Pequot Technology
Offshore Fund, Inc. ("Pequot Technology Offshore"), 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 II, LLC 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 the date hereof, the Reporting Persons beneficially own in the
aggregate 515,800 Shares. Of the 515,800 Shares, 210,000 Shares are owned by
Pequot, 13,100 Shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 43,800 Shares are owned by Pequot International,
221,500 Shares are owned by Pequot Technology, 1,200 Shares are owned by
Pequot Technology Offshore, and 26,200 Shares are owned by Pequot Endowment.
The 515,800 Shares were purchased in open market transactions at an aggregate
cost of $15,545,520. The funds for the purchase of Shares held by Pequot,
Pequot Technology, Pequot Technology Offshore, 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
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 515,800 Shares. These Shares represent approximately 4.1% of the
12,562,006 Shares believed to be outstanding. Dawson-Samberg has the sole
power to vote, direct the vote, dispose and direct the disposition of the
13,100 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
210,000 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
43,800 Shares owned by Pequot International. Pequot Technology General
Partners has the sole power to vote, direct the vote, dispose and direct the
disposition of the 221,500 Shares owned by Pequot Technology. DS
International Partners II, LLC has the sole power to vote, direct the vote,
dispose and direct the disposition of the 1,200 Shares owned by Pequot
Technology Offshore. Pequot Endowment Partners, L.P. has the sole power to
vote, direct the vote, dispose and direct the disposition of the 26,200 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 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.
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 May 3, 1996.
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
Pequot Technology General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
DS International Partners II, LLC
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
November 15, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated November 15, 1996
relating to the Shares of Videoserver, Inc. 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
Pequot Technology General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
DS International Partners II, LLC
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT B to Schedule 13D
VIDEOSERVER, INC.
SCHEDULE 13D
COMMON STOCK, $.01 PAR VALUE
CUSIP # 926918103
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PEQUOT PEQUOT PEQUOT PEQUOT PEQUOT DAWSON
PARTNERS INTERNATIONAL ENDOWMENT TECHNOLOGY TECHNOLOGY SAMBERG
# OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. FUND, L.P. OFFSHORE FUND CAPITAL MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP. 06-1388800 13-3741802 06-1463052 06-1033494
- -------- ------------ ------- ----------- -------------- ----------- ----------- -------------- -------------
10/02/96 2,200 33.0000 0 0 0 0 2,200 0
10/03/96 15,000 35.5000 0 15,000 0 0 0 0
11/01/96 2,000 47.2500 0 0 0 0 2,000 0
11/04/96 (11,400) 50.6000 0 (5,200) (3,000) 0 (100) (3,100)
11/04/96 (11,400) 50.0000 0 (6,900) (4,000) 0 (200) (300)
11/04/96 (13,600) 50.0000 (6,600) 0 0 (7,000) 0 0
11/04/96 (13,600) 50.6000 (6,600) 0 0 (7,000) 0 0
11/06/96 (8,000) 50.0000 (3,900) 0 0 (4,100) 0 0
11/06/96 (10,700) 50.0625 (5,300) 0 0 (5,400) 0 0
11/06/96 (7,000) 50.0000 0 (4,500) (1,000) 0 (100) (1,400)
11/06/96 (9,300) 50.0625 0 (4,900) (2,800) 0 (100) (1,500)
11/07/96 (86,500) 50.4681 (42,700) 0 0 (43,800) 0 0
11/07/96 (43,000) 50.9592 (21,300) 0 0 (21,700) 0 0
11/07/96 (75,600) 50.4681 0 (39,400) (22,900) 0 (900) (12,400)
11/07/96 (37,000) 50.9592 0 (19,000) (11,500) 0 (500) (6,000)
11/08/96 (80,200) 51.6756 0 (41,900) (24,100) 0 (1,000) (13,200)
11/08/96 (91,300) 51.6756 (45,000) 0 0 (46,300) 0 0
11/11/96 (13,400) 51.9198 (6,600) 0 0 (6,800) 0 0
11/11/96 (2,600) 52.0000 (1,300) 0 0 (1,300) 0 0
11/11/96 (2,400) 52.0000 0 (1,300) (600) 0 (100) (400)
11/11/96 (11,600) 51.9198 0 (6,100) (3,500) 0 (100) (1,900)
11/12/96 (9,300) 53.0469 0 (4,900) (2,800) 0 (100) (1,500)
11/12/96 (18,600) 53.0352 0 (9,700) (5,600) 0 (200) (3,100)
11/12/96 (21,400) 53.0352 (10,600) 0 0 (10,800) 0 0
11/12/96 (10,700) 53.0469 (5,300) 0 0 (5,400) 0 0
11/13/96 (8,100) 53.3958 (4,000) 0 0 (4,100) 0 0
11/13/96 (7,900) 53.4575 (4,000) 0 0 (3,900) 0 0
11/13/96 (6,900) 53.3958 0 (3,500) (2,100) 0 (100) (1,200)
11/13/96 (7,100) 53.4575 0 (3,700) (2,100) 0 (100) (1,200)
11/14/96 65,000 48.1250 15,300 14,500 9,200 21,500 600 3,900
</TABLE>
EXHIBIT C
THIS DOCUMENT IS A COPY OF ORIGINAL SCHEDULE 13D FILED ON MAY 3, 1996
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.01 par value, (the
"Shares") of Videoserver, Inc., ("VSVR"), a Delaware corporation. VSVR's
principal executive office is located at 5 Forbes Road, Lexington, MA 02173.
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 Technology 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 Pequot Technology General Partners
is to serve as the general partner of Pequot Technology Fund, L.P. ("Pequot
Technology"), 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 Technology 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. 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 669,400 Shares. Of the 669,400 Shares, 194,700 shares are owned by
Pequot, 56,400 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 165,300 shares are owned by Pequot International,
150,000 shares are owned by Pequot Technology, and 103,000 shares are owned by
Pequot Endowment. The 669,400 shares were purchased in open market
transactions at an aggregate cost of $18,296,524. The funds for the purchase
of Shares held by Pequot, Pequot Technology, 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) (c) As of the date hereof, the Reporting Persons
beneficially own in the aggregate 669,400 Shares. These Shares represent
approximately 5.4% of the 12,377,001 Shares believed to be outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of the 56,400 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 194,700 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 165,300 Shares owned by Pequot
International. Pequot Technology has the sole power to vote, direct the vote,
dispose and direct the disposition of the 150,000 Shares owned by Pequot
Technology. Pequot Endowment Partners, L.P. has the sole power to vote,
direct the vote, dispose and direct the disposition of the 103,000 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
Pequot Technology General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
May 3, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated May 3, 1996
relating to the Shares of Videoserver, Inc. 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
Pequot Technology General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT B to Schedule 13D- Originally filed on May 3, 1996
VIDEOSERVER, INC.
SCHEDULE 13D
COMMON STOCK, $.01 PAR VALUE
CUSIP # 926918103
<S> <C> <C> <C> <C> <C> <C> <C>
PEQUOT PEQUOT PEQUOT PEQUOT DAWSON
PARTNERS INTERNATIONAL ENDOWMENT TECHNOLOGY SAMBERG
# OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. FUND, L.P. CAPITAL MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP. 06-1388800 13-3741802 06-1033494
- -------------- ------------ ------- ---------- ------------- ---------- ---------- ------------
03/28/96 85,000 20.8970 40,700 35,600 0 0 8,700
03/28/96 7,800 20.6410 0 0 0 0 7,800
03/28/96 15,000 20.9167 0 0 0 0 15,000
03/29/96 30,000 22.3330 16,000 14,000 0 0 0
04/04/96 10,900 24.0000 3,700 3,200 0 0 4,000
04/04/96 35,000 24.2500 19,000 16,000 0 0 0
04/08/96 5,000 22.3750 2,700 2,300 0 0 0
04/08/96 5,000 23.3750 2,700 2,300 0 0 0
04/12/96 9,000 27.8750 4,900 4,100 0 0 0
04/12/96 5,000 28.0000 2,500 2,500 0 0 0
04/12/96 5,000 28.0000 2,500 2,500 0 0 0
04/15/96 15,000 28.8667 8,200 6,800 0 0 0
04/15/96 5,700 28.8750 4,000 1,700 0 0 0
04/15/96 10,000 28.9375 5,500 4,500 0 0 0
04/16/96 60,000 30.5208 23,700 19,900 0 0 16,400
04/16/96 75,000 30.7630 40,600 34,400 0 0 0
04/19/96 120,000 29.2917 14,000 12,600 0 90,000 3,400
04/22/96 115,000 28.9293 3,600 2,900 68,100 40,000 400
04/23/96 50,000 29.1250 400 0 34,900 14,000 700
04/24/96 6,000 30.0000 0 0 0 6,000 0
------------ ---------- ------------- ---------- ---------- ------------
TOTAL SHARES @
04/24/96 669,400 194,700 165,300 103,000 150,000 56,400
============ ========== ============= ========== ========== ============
</TABLE>
