<PAGE>
---------------------------
OMB APPROVAL
---------------------------
OMB number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response... 14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
---
Correctional Services Corporation
-------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------
(Title of Class of Securities)
219921103
-----------------------------------------
(CUSIP Number)
Stuart B. Panish c/o Zweig-DiMenna Associates LLC, 900 Third Avenue
New York, New York 10022 (212) 755-9860
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 12, 1996
-------------------------------------------
(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 filing 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
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 219921103 Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zweig-DiMenna Special Opportunities, L.P.
Zweig-DiMenna Partners, L.P.
Zweig-DiMenna International Limited
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account
Gotham Advisors, Inc., on behalf of a discretionary account
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Zweig-DiMenna Special Opportunities, L.P. - Delaware
Zweig-DiMenna Partners, L.P. - New York
Zweig-DiMenna International Limited - British Virgin Islands
Zweig-DiMenna International Managers, Inc. - Delaware
Gotham Advisors, Inc. - Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
Zweig-DiMenna Special Opportunities, L.P.-395,000
Zweig-DiMenna International Limited-139,800
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-30,700
Zweig-DiMenna Partners, L.P.-23,100
Gotham Advisors, Inc., on behalf of a discretionary account-17,900
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Zweig-DiMenna Special Opportunities, L.P.-395,000
Zweig-DiMenna International Limited-139,800
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-30,700
Zweig-DiMenna Partners, L.P.-23,100
Gotham Advisors, Inc., on behalf of a discretionary account-17,900
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Special Opportunities, L.P.-395,000
Zweig-DiMenna International Limited-139,800
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-30,700
Zweig-DiMenna Partners, L.P.-23,100
Gotham Advisors, Inc., on behalf of a discretionary account-17,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Total-8.0%
Zweig-DiMenna Special Opportunities, L.P.-5.2%
Zweig-DiMenna International Limited-1.9%
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-0.4%
Zweig-DiMenna Partners, L.P.-0.3%
Gotham Advisors, Inc., on behalf of a discretionary account-0.2%
14 TYPE OF REPORTING PERSON*
Zweig-DiMenna Special Opportunities, L.P. - PN
Zweig-DiMenna Partners, L.P. - PN
Zweig-DiMenna International Limited - CO
Zweig-DiMenna International Managers, Inc. - CO
Gotham Advisors, Inc. - CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D - AMENDMENT NO. 1
Zweig-DiMenna Special Opportunities, L.P., Zweig-DiMenna International
Limited, Zweig-DiMenna Partners, L.P., Zweig-DiMenna International Managers,
Inc. and Gotham Advisors, Inc. hereby amend the Schedule 13D, dated November 6,
1996, filed with respect to shares of common stock, par value $.01 per share
("Shares") of Correctional Services Corporation (the "Company").
ITEM 2 IDENTITY AND BACKGROUND
Section E. should be added as follows:
E. Zweig-DiMenna Partners, L.P., a New York limited partnership, is a
private investment partnership which seeks appreciation of the
Partnership's assets for the benefit of its partners. The address of
its principal business and its principal office is 900 Third Avenue,
New York, New York 10022. The following information is provided as to
each general partner of Zweig-DiMenna Partners, L.P.:
1. Zweig-DiMenna Associates LLC is the managing general partner of
Zweig-DiMenna Partners, L.P. Reference is made to Item 2.A.1, above,
for information about Zweig-DiMenna Associates LLC and its managing
directors, principals and members.
2. Zweig Associates, Inc. is a general partner of Zweig-DiMenna
Partners, L.P. Reference is made to Item 2.A.2, above, for
information about Zweig Associates, Inc. and its directors, officers
and shareholders.
None of the above, i.e., Zweig-DiMenna Partners, L.P., Zweig-DiMenna
Associates LLC, Zweig Associates, Inc., Martin E. Zweig, Joseph A. DiMenna,
Brenda M. Earl, Carol R. Whitehead or Jeffrey R. Perry has, during the last five
years, (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to 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.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The first sentence of Item 3 is amended to read as follows:
"The securities of Correctional Services Corporation were purchased at an
aggregate cost of $8,302,624.50 with the investment capital of Zweig-
DiMenna Special Opportunities, L.P., Zweig-DiMenna International Limited,
Zweig-DiMenna Partners, L.P., the discretionary account managed by Zweig-
DiMenna International Managers, Inc. (the "ZDIM Account") and the
discretionary account managed by Gotham Advisors, Inc. (the "Gotham
Account")."
<PAGE>
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
The answer to Item 5 is amended to read as follows:
a. Aggregate number of shares beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 395,000
Zweig-DiMenna International Limited - 139,800
Zweig-DiMenna Partners, L.P. - 23,100
ZDIM Account - 30,700
Gotham Account - 17,900
Percent of class beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 5.2%
Zweig-DiMenna International Limited - 1.9%
Zweig-DiMenna Partners, L.P. - 0.3%
ZDIM Account - 0.4%
Gotham Account - 0.2%
b. Number of shares as to which there is sole power to vote:
Zweig-DiMenna Special Opportunities, L.P. - 395,000
Zweig-DiMenna International Limited - 139,800
Zweig-DiMenna Partners, L.P. - 23,100
ZDIM Account - 30,700
Gotham Account - 17,900
<PAGE>
Number of shares as to which there is shared power to vote or to
direct the vote:
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
Number of shares as to which there is sole power to dispose or to
direct the disposition:
Zweig-DiMenna Special Opportunities, L.P. - 395,000
Zweig-DiMenna International Limited - 139,800
Zweig-DiMenna Partners, L.P. - 23,100
ZDIM Account - 30,700
Gotham Account - 17,900
Number of shares as to which there is shared power to dispose or to
direct the disposition:
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
<PAGE>
c. Since November 15, 1996 (the date of the initial Schedule 13D filing),
Zweig-DiMenna Special Opportunities, L.P., Zweig-DiMenna International
Limited, Zweig-DiMenna Partners, L.P., the ZDIM account and the Gotham
Account purchased the Shares on the open market on the following dates
and at the following prices and in the following amounts:
ZWEIG-DIMENNA SPECIAL OPPORTUNITIES, L.P.
DATE DESCRIPTION OF PURCHASE
12/5/96 6,000 shares at $15.8750 a share
12/6/96 3,000 shares at $15.80 a share
12/12/96 3,000 shares at $15.8375 a share
ZWEIG-DIMENNA INTERNATIONAL LIMITED
DATE DESCRIPTION OF PURCHASE
12/5/96 24,500 shares at $15.8750 a share
12/6/96 12,200 shares at $15.80 a share
12/12/96 12,200 shares at $15.8375 a share
ZWEIG-DIMENNA PARTNERS, L.P.
DATE DESCRIPTION OF PURCHASE
12/5/96 11,500 shares at $15.8750 a share
12/6/96 5,800 shares at $15.80 a share
12/12/96 5,800 shares at $15.8375 a share
ZDIM ACCOUNT
DATE DESCRIPTION OF PURCHASE
12/5/96 5,400 shares at $15.8750 a share
12/6/96 2,700 shares at $15.80 a share
12/12/96 2,700 shares at $15.8375 a share
<PAGE>
GOTHAM ACCOUNT
DATE DESCRIPTION OF PURCHASE
12/5/96 2,600 shares at $15.8750 a share
12/6/96 1,300 shares at $15.80 a share
12/12/96 1,300 shares at $15.8375 a share
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Item 7 should read as follows:
Exhibit A - Joint Filing Agreement among Zweig-DiMenna Special
Opportunities, L.P., Zweig-DiMenna International Limited, Zweig-DiMenna
Partners, L.P., Zweig-DiMenna International Managers, Inc. and Gotham Advisors
Inc.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: December 16, 1996
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Brenda M. Earl
-------------------
Name: Brenda M. Earl
Title: Principal of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Brenda M. Earl
-------------------
Name: Brenda M. Earl
Title: Vice President - Research of Investment Manager
ZWEIG-DiMENNA PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Brenda M. Earl
-------------------
Name: Brenda M. Earl
Title: Principal of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Brenda M. Earl
-------------------
Name: Brenda M. Earl
Title: Vice President - Research
GOTHAM ADVISORS, INC.
By: /s/ Martin E. Zweig
--------------------
Name: Martin E. Zweig
Title: President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT AMONG INVESTORS
This Joint Filing Agreement is entered into this 16th day of December, 1996 by
Zweig-DiMenna Special Opportunities, L.P., a Delaware limited partnership,
Zweig-DiMenna International Limited, a British Virgin Islands corporation,
Zweig-DiMenna Partners, L.P., a New York limited partnership, Zweig-DiMenna
International Managers, Inc., a Delaware corporation and Gotham Advisors, Inc.,
a Delaware corporation, collectively the "Investors". In lieu of filing
separate statements on Schedule 13D, the Investors hereby agree to file a joint
statement on Schedule 13D pursuant to Rule 13d-1(f)(1) under the Exchange Act of
1934 with respect to the Common Stock of Correctional Services Corporation.
This Agreement shall be filed as an exhibit to the statement on Schedule 13D
filed on behalf of the Investors and constitutes the Investors' consent to file
a joint Schedule 13D.
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Brenda M. Earl
-------------------
Name: Brenda M. Earl
Title: Principal of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Brenda M. Earl
-------------------
Name: Brenda M. Earl
Title: Vice President - Research of Investment Manager
ZWEIG-DiMENNA PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Brenda M. Earl
-------------------
Name: Brenda M. Earl
Title: Principal of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Brenda M. Earl
-------------------
Name: Brenda M. Earl
Title: Vice President - Research
GOTHAM ADVISORS, INC.
By: /s/ Martin E. Zweig
--------------------
Name: Martin E. Zweig
Title: President
