SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Saville Systems PLC
(Name of Issuer)
Ordinary Shares, Nominal Value $.0025
(Title of Class of Securities)
805174109
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
October 13, 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 [ ].
Check the following box if a fee is being paid with the 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 purposes 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).
<PAGE>
SCHEDULE 13D/A
CUSIP No. 805174109 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VGH Partners, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 380,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
380,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
380,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.0%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D/A
CUSIP No. 805174109 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 380,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
380,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
380,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 805174109 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Asset Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 534,400
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
534,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
534,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 805174109 Page 5 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey N. Vinik
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 915,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
915,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
915,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 805174109 Page 6 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael S. Gordon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 915,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
915,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
915,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 805174109 Page 7 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark D. Hostetter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 915,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
915,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
915,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 805174109 Page 8 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Asset Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 534,400
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
534,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
534,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.9%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
13D/A Page 9 of 14 Pages
This Amendment No. 3 amends the statement on Schedule 13D which was
filed on August 11, 1997 by the undersigned and most recently amended by
Amendment No. 2 which was filed on September 30, 1997 (as amended, the
"Schedule 13D") with respect to the ordinary shares with $.0025 nominal value
per share (the "Common Stock"), issued by Saville Systems PLC, a Republic of
Ireland corporation (the "Company"). Capitalized terms used herein and not
otherwise defined in this Amendment have the meanings set forth in the
Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
* * *
The following paragraph of Item 5 is hereby amended and restated as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on 18,639,857
shares outstanding, which is the total number of shares of Common Stock
outstanding as of September 15, 1997, as reflected in the Company's proxy
statement filed with the Securities and Exchange Commission (the "Commission")
on September 29, 1997.
As of the close of business on October 13, 1997:
(i) Vinik Partners owns beneficially 380,800 shares of Common
Stock, constituting approximately 2.0% of the shares outstanding.
(ii) VAM LP owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "Act"), VAM LP may be deemed to own beneficially 504,300
shares (constituting approximately 2.7% of the shares outstanding) held by
Vinik Overseas, and 30,100 shares of Common Stock (constituting
approximately 0.2% of the shares outstanding) held by the Discretionary
Account, which, when aggregated, total 534,400 shares of Common Stock,
constituting approximately 2.9% of the shares outstanding.
(iii) Messrs. Vinik, Gordon and Hostetter each directly owns no
shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act,
each may be deemed to beneficially own the 380,800 shares beneficially owned
by Vinik Partners, the 504,300 shares beneficially owned by Vinik Overseas,
and the 30,100 shares beneficially owned by the Discretionary Account.
Such shares total 915,200 shares of Common Stock, constituting approximately
4.9% of the shares outstanding.
(iv) VGH owns directly no shares of Common Stock. By reason
of the provisions of Rule 13d-3 of the Act, VGH may be deemed to own
beneficially the 380,800 shares beneficially owned by Vinik Partners,
constituting approximately 2.0% of the shares outstanding.
<PAGE>
Page 10 of 14 Pages
(v) VAM LLC owns directly no shares of Common Stock. By reasons
of the provisions of Rule 13d-3 of the Act, VAM LLC may be deemed to own the
504,300 shares beneficially owned by Vinik Overseas and the 30,100 shares
beneficially owned by the Discretionary Account. When the shares beneficially
owned by Vinik Overseas and the Discretionary Account are aggregated they
total 534,400 shares of Common Stock, constituting approximately 2.9% of
the shares outstanding.
(vi) In the aggregate, the Reporting Persons beneficially
own a total of 915,200 shares of Common Stock, constituting approximately
4.9% of the shares outstanding.
* * *
The following paragraph of Item 5 is hereby supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(c) The trading dates, number of shares of Common Stock purchased or
sold and price per share for all transactions in the Common Stock since those
reported in Schedule 13D filed on September 30, 1997 until October 13, 1997 by
Vinik Partners and by VAM LP, on behalf of Vinik Overseas and the
Discretionary Account, are set forth in Schedules A, B and C.
* * *
The following paragraph is hereby added to Item 5:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(e) As of October 8, 1997 the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Company's Common Stock.
<PAGE>
Page 11 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: October 14, 1997 /s/ Jeffrey N. Vinik,
JEFFREY N. VINIK, individually
and as senior managing member of
VGH Partners, L.L.C., on behalf
of VINIK PARTNERS, L.P.
/s/ Jeffrey N. Vinik
Jeffrey N. Vinik, as senior managing
member of Vinik Asset Management, L.L.C.,
on behalf of VINIK ASSET MANAGEMENT, L.P.
/s/ Jeffrey N. Vinik
Jeffrey N. Vinik, as senior managing
member of VGH PARTNERS, L.L.C. and
VINIK ASSET MANAGEMENT, L.L.C.
/s/ Michael S. Gordon, individually
MICHAEL S. GORDON
/s/ Mark D. Hostetter, individually
MARK D. HOSTETTER
<PAGE>
Page 12 of 14 Pages
Schedule A
Vinik Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
__________________________________________________________________________
09/30/97 (10,300) $71.0976
10/01/97 (10,400) 68.6927
10/02/97 (20,800) 68.1127
10/08/97 (16,600) 65.4978
10/08/97 (16,900) 66.4395
10/13/97 (2,900) 66.1011
<PAGE>
Page 13 of 14 Pages
Schedule B
Vinik Asset Management, L.P.
on behalf of
Vinik Overseas Fund, Ltd.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
__________________________________________________________________________
09/30/97 (13,800) $71.0976
10/01/97 (13,700) 68.6927
10/02/97 (27,500) 68.1127
10/08/97 (22,000) 65.4978
10/08/97 (22,300) 66.4395
10/13/97 (4,000) 66.1011
<PAGE>
Page 14 of 14 Pages
Schedule C
Vinik Asset Management, L.P.
on behalf of the
Discretionary Account
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
__________________________________________________________________________
09/30/97 (900) $71.0976
10/01/97 (900) 68.6927
10/02/97 (1,700) 68.1127
10/08/97 (1,400) 65.4978
10/08/97 (1,400) 66.4395
10/13/97 (300) 66.1011
