UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #__)
Giga Information Group, Inc.
(Name of Issuer)
Common Shares, $.001 par value
(Title of Class of Securities)
37517M109
(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)
October 22, 1998
(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 .
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).
CUSIP NO. 37517M109 PAGE 6 OF 4
6
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)
(b)
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 1,173,337
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 1,173,337
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,173,337
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 11.4%
14 Type of Reporting Person IA
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.001 par value (the
"Shares"), of Giga Information Group, Inc. (the "Company"), a Delaware
corporation. The Company's principal executive office is located at 1
Longwater Circle, Building 1400 W, Norwell, Massachusetts 02061.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital Management,
Inc., a Connecticut corporation (the "Reporting Person"). The principal
business of the Reporting Person, 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 the Reporting Person are Messrs.
Jonathan T. Dawson, Arthur J. Samberg, Daniel C. Benton and Amiel M. Peretz,
the directors of the Reporting Person are Messrs. Dawson, Samberg and Benton
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 a
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
Under the Securities Exchange Act of 1934, the Reporting Person is deemed
to be the beneficial owner of 1,173,337 of the Company's Shares as follows:
the accounts for which the Reporting Person exercises investment discretion
(the "Accounts") own 761,906 Shares and 411,431 warrants ("Warrants") to
purchase the Company's Shares at $13.50 per share, expiring January 1, 2003.
The Reporting Person initially purchased from the Company 1,946,473 shares of
the Company's Series C Preferred Stock ("Preferred") and 1,051,096 Series C
warrants to purchase the Company's shares at $5.28 per share ("Series C
Warrants") in a private placement on May 9, 1997. As a result of the
Company's initial public offering in July, 1998, the Reporting Person's Series
C Warrants and Preferred were converted into the Shares and Warrants listed
above.
The funds for the purchase of the Shares held by the Accounts were
obtained from the contributions of their various partners/shareholders.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the Series C Warrants and Preferred 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 to dispose of the Shares in the open market or in privately
negotiated transactions or in any other lawful manner in the future.
The Reporting Person reserves the right to take steps to influence
management, including with regard to certain policies or actions of the
Company, and to suggest certain initiatives to the Company for consideration.
The Reporting Person also reserves the right to take whatever additional
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, the Reporting Person beneficially owns in the
aggregate 1,173,337 Shares. These Shares represent approximately 11.4% of the
10,388,219 Shares that the Reporting Person believes would be outstanding if
the Warrants were exercised/converted into Shares. The Reporting Person has
the sole power to vote, direct the vote, dispose and direct the disposition of
all of the 1,173,337 Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to a Registration Rights Agreement dated November 9, 1995 and
subsequent amendments thereto (the "Agreement"), the Company has agreed that
it will register additional Shares held by certain shareholders, including the
Accounts, so as to enable the Reporting Person to sell in the public markets
the Shares for which it has beneficial ownership. The filing of such a
Registration Statement under the Act would occur at a future date upon written
demand of shareholders whose Shares represent a required percentage of Shares
subject to the Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After a reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
October 22, 1998
Dawson-Samberg Capital Management, Inc.
By:/s/ Amiel M. Peretz
Amiel M. Peretz, Chief Operating Officer
