UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. #_1_)
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)
August 26, 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 17.3%
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 1,676,096
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 12.2%
14 Type of Reporting Person OO
<PAGE>
This Amendment Number 1sets forth changes in the information previously filed
on Schedule 13D relative to the holdings of Common Stock of Digital Generation
Systems, Inc. ("DGIT") a California Corporation.
ITEM 1. SECURITY AND ISSUER
No Change.
ITEM 2. IDENTITY AND BACKGROUND
No Change.
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, as follows; 424,328 Shares are owned by
Pequot Partners Fund, L.P. ("Pequot") , a Delaware limited partnership,
424,328 Shares are owned by Pequot International Fund, Inc. ("International"),
a corporation formed under the laws of the British Virgin Islands, 1,487,733
Shares are owned by Pequot Private Equity Fund, L.P. ("Private Equity") and
188,363 Shares are owned by Pequot Offshore Private Equity Fund, Inc.
("Offshore Private Equity"). As of the date hereof, Pequot Private Equity
Partners, LLC ("Equity Partners") beneficially owns in the aggregate 1,676,096
shares of the Company's Common Stock by virtue of the 1,487,733 Shares owned
by Private Equity and the 188,363 Shares owned by Offshore Private Equity. 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 entities were obtained from the
contributions of their various partners/shareholders. Such funds, in the case
of Pequot and International, 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
No Change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dawson-Samberg and Equity Partners beneficially
own in the aggregate 2,524,752 and 1,676,096 shares, respectively. These
shares, if converted, would represent approximately 17.3% and 12.2%,
respectively, of the 14,628,046 and 13,779,390 shares, respectively, of DGIT's
Common Stock which 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. Equity Partners does not currently have
the power to vote, direct the vote, dispose and direct the disposition of the
1,676,096 Shares beneficially owned by Equity Partners but may acquire such
powers by terminating its investment management agreement with Dawson-Samberg.
The only transaction of the Reporting Persons in the past 60 days was the
entering into a purchase agreement with the Company to purchase a total of
2,524,752 Shares of Series A Convertible Preferred Stock @ $3.535 per share in
a private placement. The first closing of 1,026,311 Shares pursuant to this
purchase agreement was on 7/25/97. The second closing of 1,498,441 Shares
pursuant to this purchase agreement was on 8/26/97and is the subject of this
filing.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
<PAGE>
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.
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.
September 5, 1997
Dawson-Samberg Capital Management, Inc.
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
Pequot Private Equity Partners, LLC
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Member
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D/A dated September 5, 1997
relating to the Shares of DGIT shall be filed on behalf of the undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
Pequot Private Equity Partners, LLC
By: /s/ Amiel M. Peretz
Amiel M. Peretz, Member
