UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INTERCARDIA, 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)
January 1, 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).
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.
In reliance on Rule 13d-1(b)(1)(ii)(E), the reporting person will
hereafter be filing a short form statement on Schedule 13G annually in lieu of
Schedule 13D or any amendments thereto covering the securities that are the
subject of this report.
ITEM 1. SECURITY AND ISSUER
No Change
ITEM 2. IDENTITY AND BACKGROUND
No Change
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No Change
ITEM 4. PURPOSE OF TRANSACTION
No Change
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
No Change
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No Change
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No Change
<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.
January 8, 1997
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 A
AGREEMENT
The undersigned agree that this Schedule 13D dated January 8, 1997
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
