UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AUTOIMMUNE, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
052776101
(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)
October 24, 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 120,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 120,200
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 120,200
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 316,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 316,200
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 316,200
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.9
14 Type of Reporting Person PN
1 Name of Reporting Person DS INTERNATIONAL PARTNERS
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 294,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 294,200
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 294,200
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 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 162,100
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 162,100
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 162,100
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.0
14 Type of Reporting Person PN
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.01 par value, (the
"Shares") of Autoimmune, Inc., ("AIMM"), a Delaware corporation. AIMM's
principal executive office is located at 128 Spring Street, 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 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 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 892,700 Shares. Of the 892,700 Shares, 316,200 shares are owned by
Pequot, 120,200 shares are held in managed accounts for which Dawson-Samberg
acts as investment adviser, 294,200 shares are owned by Pequot International,
and 162,100 shares are owned by Pequot Endowment. The 892,700 shares were
purchased in open market transactions at an aggregate cost of $11,994,514.
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
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 892,700 Shares. These Shares represent approximately 5.5% of the
16,325,567 Shares believed to be outstanding. Dawson-Samberg has the sole
power to vote, direct the vote, dispose and direct the disposition of the
120,200 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
316,200 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
294,000 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 162,100 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.
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, President
Pequot General Partners
By: /s/
Arthur J. Samberg, President
DS International Partners, L.P.
By: /s
Arthur J. Samberg, President
Pequot Endowment Partners, L.P.
By: /s/
Arthur J. Samberg, President
November 1, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated November 1, 1996
relating to the Shares of Autoimmune, Inc. shall be filed on behalf of the
undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/
Arthur J. Samberg, President
Pequot General Partners
By:/s/
Arthur J. Samberg, President
DS International Partners, L.P.
By:/s/
Arthur J. Samberg, President
Pequot Endowment Partners, L.P.
By: /s/
Arthur J. Samberg, President
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT B to Schedule 13D
AUTOIMMUNE, INC.
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 052776101
<S> <C> <C> <C> <C>
# OF SHARES PRICE PEQUOT PARTNERS FUND, L.P. TAX I.D. PEQUOT INTERNATIONAL FUND, INC. TAX I.D. #
PURCHASED (SOLD) #22-2741859 FOREIGN CORP.
---------------- ----------------------------------- ------------------------------------------
10/08/96 150,000 13.3833 64,700 60,800
10/09/96 100,000 13.1937 43,100 40,600
10/10/96 40,000 13.1250 17,400 16,200
---------------- ----------------------------------- ------------------------------------------
10/11/96 40,000 13.000 17,400 16,100
---------------- ----------------------------------- ------------------------------------------
10/14/96 40,000 12.9844 17,400 16,100
---------------- ----------------------------------- ------------------------------------------
10/15/96 180,000 13.5660 33,400 31,000
---------------- ----------------------------------- ------------------------------------------
10/15/96 54,000 13.6571 14,700 13,600
---------------- ----------------------------------- ------------------------------------------
10/16/96 70,000 14.8125 24,300 22,400
---------------- ----------------------------------- ------------------------------------------
10/18/96 10,000 13.500 3,500 3,200
---------------- ----------------------------------- ------------------------------------------
10/22/96 10,000 13.3750 3,400 3,200
10/22/96 15,000 13.7500 5,200 4,800
------------------------------------------
10/23/96 15,000 13.000 5,200 4,800
------------------------------------------
10/23/96 4,700 13.2500 1,700 1,500
----------------------------------- ------------------------------------------
10/24/96 105,000 13.3601 45,900 42,400
---------------- ----------------------------------- ------------------------------------------
10/28/96 5,000 13.0750 1,700 1,400
10/29/96 4,900 13.0625 1,600 1,400
10/30/96 30,000 12.6250 9,500 8,900
10/30/96 5,000 12.7500 1,600 1,500
---------------- ----------------------------------- ------------------------------------------
10/31/96 9,000 12.3750 2,900 2,700
---------------- ----------------------------------- ------------------------------------------
10/31/96 5,000 12.1250 1,600 1,500
---------------- ----------------------------------- ------------------------------------------
Shares @ 10/31/96 892,700 316,200 294,200
================ =================================== ==========================================
<S> <C> <C> <C>
SOUTHPORT MANAGEMENT, L.P. TAX I.D. # PEQUOT ENDOWMENT FUND, L.P. TAX I.D. DAWSON SAMBERG CAPITAL MGMT TAX I.D.
06-6243396 #06-1388800 #06-1033494
------------------------------------- ------------------------------------ ------------------------------------
10/08/96 9,300 0 15,200
10/09/96 6,200 0 10,100
10/10/96 2,400 0 4,000
------------------------------------- ------------------------------------ ------------------------------------
10/11/96 2,400 0 4,100
------------------------------------- ------------------------------------ ------------------------------------
10/14/96 2,400 0 4,100
------------------------------------- ------------------------------------ ------------------------------------
10/15/96 7,700 100,000 7,900
------------------------------------- ------------------------------------ ------------------------------------
10/15/96 2,300 20,000 3,400
------------------------------------- ------------------------------------ ------------------------------------
10/16/96 2,900 14,600 5,800
------------------------------------- ------------------------------------ ------------------------------------
10/18/96 400 2,100 800
------------------------------------- ------------------------------------ ------------------------------------
10/22/96 500 2,100 800
10/22/96 700 3,100 1,200
-------------------------------------
10/23/96 700 3,100 1,200
-------------------------------------
10/23/96 200 1,000 300
-------------------------------------
10/24/96 5,900 0 10,800
------------------------------------- ------------------------------------ ------------------------------------
10/28/96 200 1,400 300
10/29/96 200 1,400 300
10/30/96 1,300 8,100 2,200
10/30/96 200 1,400 300
------------------------------------- ------------------------------------ ------------------------------------
10/31/96 400 2,400 600
------------------------------------- ------------------------------------ ------------------------------------
10/31/96 200 1,400 300
------------------------------------- ------------------------------------ ------------------------------------
Shares @ 10/31/96 46,500 162,100 73,700
===================================== ==================================== ====================================
</TABLE>
