UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #_2_)
Digital Generation Systems, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
253921100
(CUSIP Number)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave.
Southport CT 06490 Attn: Amiel M. Peretz 203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 1997
(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 __. (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 2,524,752
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 2,524,752
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,524,752
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 17.2%
14 Type of Reporting Person IA
1 Name of Reporting Person PEQUOT PRIVATE EQUITY PARTNERS, LLC
IRS Identification No. of Above Person 06-1469967
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 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 0
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
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 OO
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, no par value, of Digital
Generation Systems, Inc. (the "Company"), a California corporation. The
Company's principal executive office is located at 875 Battery Street, San
Francisco, CA 94111.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation. 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 executive officers of Dawson-Samberg are Messrs.
Jonathan T. Dawson, Arthur J. Samberg and Amiel M. Peretz, the directors of
Dawson-Samberg are Messrs. Dawson and Samberg and Ms. Sheila Clancy, and the
controlling shareholders are Messrs. Dawson and Samberg (collectively, the
"Executive Officers, Directors and Controlling Persons"). The business
address of the Reporting Person and the Executive Officers, Directors and
Controlling Persons is 354 Pequot Avenue, Southport, CT 06490.
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been convicted in
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Person nor the Executive Officers, Directors and
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.
Each of the Executive Officers, Directors and the Controlling Persons are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, under rule 13d-3(d) (1) (i) under the Securities
Exchange Act of 1934, Dawson-Samberg Capital Management, Inc.
("Dawson-Samberg") is deemed to be the beneficial owner of 2,524,752 shares of
the Company's Common Stock by virtue of the Series A Convertible Preferred
Stock (the "Shares") held by accounts for which it (or its principals)
exercises investment discretion (the "Accounts"). The 2,524,752 Shares were
purchased in a Private Placement directly from the Company @ $3.535 per Share
for a total of $8,925,000. The funds for the purchase of Shares held by all
of the Accounts were obtained from the contributions of their various
partners/shareholders. Such funds may also include the proceeds of margin
loans entered into in the ordinary course of business with Morgan Stanley &
Company, Inc.
ITEM 4. PURPOSE OF TRANSACTION
The acquisitions of the Shares described herein were made in the ordinary
course of the Reporting Person's investment activities. The Reporting Person
reserves the right to purchase additional Shares or dispose of the Shares in
the open market or in privately negotiated transactions or in any other lawful
manner in the future. An affiliate of the Reporting Person currently serves
on the Board of Directors of the Company and the Reporting Person reserves the
right to take whatever further action with respect to the Accounts' holdings
in the Company as the Reporting Person deems to be in the best interest of
such Accounts.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dawson-Samberg beneficially owns in the aggregate
2,524,752. These shares, if converted, would represent approximately 17.2% of
14,646,984 shares of the Company's Common Stock which the Reporting Person
believes would be outstanding if the Series A Convertible Preferred Stock
owned by such Reporting Person was converted into Common Stock.
Dawson-Samberg (or its principals) has the sole power to vote, direct the
vote, dispose and direct the disposition of all of the 2,524,752 Shares
beneficially owned by Dawson-Samberg. Pequot Private Equity Partners, L.L.C.,
which was a Reporting Person in the original filing of this Form does not
currently have the power to vote, direct the vote, dispose and direct the
disposition of any of the Shares beneficially owned by Dawson-Samberg and may
no longer acquire such powers by terminating its agreement with Dawson-Samberg
within 60 days. Therefore, this filing eliminates Pequot Private Equity
Partners, L.L.C. as a Reporting Person. There have been no transactions in
the securities of the Company during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
December 5, 1997
Dawson-Samberg Capital Management, Inc.
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
