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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No ______)*
CONSOLIDATED CIGAR HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
20902E106
----------------------------------------
(CUSIP Number)
Marc Baltuch, c/o The Zweig Companies, 900 Third Avenue,
New York, New York 10022 (212) 755-9860
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 22, 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 the statement [X]. (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
disclosures provided in a prior cover page.
The information required on 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. 20902E106 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.-63,400
Zweig-DiMenna International Limited-274,400
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-56,200
Zweig-DiMenna Partners, L.P.-120,600
Gotham Advisors, Inc., on behalf of a discretionary account-35,400
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Zweig-DiMenna Special Opportunities, L.P.-63,400
Zweig-DiMenna International Limited-274,400
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-56,200
Zweig-DiMenna Partners, L.P.-120,600
Gotham Advisors, Inc., on behalf of a discretionary account-35,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Special Opportunities, L.P.-63,400
Zweig-DiMenna International Limited-274,400
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-56,200
Zweig-DiMenna Partners, L.P.-120,600
Gotham Advisors, Inc., on behalf of a discretionary account-35,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Total-9.1%
Zweig-DiMenna Special Opportunities, L.P.-1.1%
Zweig-DiMenna International Limited-4.5%
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-0.9%
Zweig-DiMenna Partners, L.P.-2.0%
Gotham Advisors, Inc., on behalf of a discretionary account-0.6%
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
ITEM 1 SECURITY AND ISSUER
Consolidated Cigar Holdings, Inc.
5900 North Andrews Avenue, Suite 700
Fort Lauderdale, Florida 33309;
Class A common stock, par value $.01 per share.
ITEM 2 IDENTITY AND BACKGROUND
A. Zweig-DiMenna Special Opportunities, L.P.
Zweig-DiMenna Special Opportunities, L.P., a Delaware 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 Special Opportunities, L.P.:
1. Zweig-DiMenna Associates LLC, a New York limited liability company, is
the managing general partner of Zweig-DiMenna Special Opportunities,
L.P. Its principal business and office address is 900 Third Avenue,
New York, New York 10022. Its managing directors are Martin E. Zweig
and Joseph A. DiMenna, and its principals are Brenda M. Earl, Carol R.
Whitehead and Jeffrey R. Perry. Dr. Zweig, Mr. DiMenna, Ms. Earl, Ms.
Whitehead and Mr. Perry are the sole members of Zweig-DiMenna
Associates LLC. The following information is provided as to each of
the above mentioned managing directors and principals.
i) a) Name - Martin E. Zweig
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Dr. Zweig is Chairman of the
Board and President of The Zweig Fund, Inc. and The Zweig Total Return
Fund, Inc., each of which is a New York Stock Exchange listed
investment company. He is also President of Zweig Advisors Inc., Zweig
Total Return Advisors, Inc., Gotham Advisors, Inc., Euclid Advisors,
Inc., Zweig Associates, Inc., Zweig-DiMenna International Managers,
Inc. and Zweig Securities Advisory Service, Inc. He is President of
the Zweig Series Trust mutual fund and Chairman of Zweig/Glaser
Advisers, the investment manager of the Zweig Series Trust. Dr. Zweig
is a Managing Director of the Managing General Partner of Zweig-
DiMenna Special Opportunities, L.P. and Zweig-DiMenna Partners, L.P.,
each of which is an
<PAGE>
investment partnership. The business address of the principal entities
referred to above is 900 Third Avenue, New York, New York 10022,
except for the Zweig Series Trust and Zweig/Glaser Advisers which have
a business address of 5 Hanover Square, New York, New York 10004.
d) Dr. Zweig is a citizen of the United States.
ii) a) Name - Joseph A. DiMenna.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Mr. DiMenna is a Managing
Director of the Managing General Partner of Zweig-DiMenna Partners,
L.P. and Zweig-DiMenna Special Opportunities, L.P., Executive Vice
President and Treasurer of Zweig Associates, Inc., Executive Vice
President of Zweig-DiMenna International Managers, Inc. and Vice
President of Gotham Advisors, Inc. The business address of the
principal entities referred to above is 900 Third Avenue, New York,
New York 10022.
d) Mr. DiMenna is a citizen of the United States.
iii) a) Name - Brenda M. Earl.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Earl is a Principal of
the Managing General Partner of Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportunities, L.P., Vice President - Research
of Zweig Associates, Inc., and Vice President - Research of Zweig-
DiMenna International Managers, Inc. The business address of the
principal entities referred to above is 900 Third Avenue, New York,
New York 10022.
d) Ms. Earl is a citizen of the United States.
iv) a) Name - Carol R. Whitehead.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Whitehead is a Principal
of the Managing General Partner of Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportunities, L.P., Vice President - Marketing
of Zweig Associates, Inc., and Vice President - Business Development
of Zweig-DiMenna International Managers, Inc. The business address of
the principal entities referred to above is 900 Third Avenue, New
York, New York 10022.
<PAGE>
d) Ms. Whitehead is a citizen of the United States.
v) a) Name - Jeffrey R. Perry.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Mr. Perry is a Principal of
the Managing General Partner of Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportunities, L.P., Vice President - Research
of Zweig Associates, Inc., and Vice President - Research of Zweig-
DiMenna International Managers, Inc. The business address of the
principal entities referred to above is 900 Third Avenue, New York,
New York 10022.
d) Mr. Perry is a citizen of the United States.
2. Zweig Associates, Inc., a New York corporation, is a general partner
of Zweig-DiMenna Special Opportunities, L.P. Its principal business
and office address is 900 Third Avenue, New York, New York 10022.
Martin E. Zweig is President, Joseph A. DiMenna is Executive Vice
President, Carol R. Whitehead is Vice President - Marketing and Brenda
M. Earl and Jeffrey R. Perry is each a Vice President - Research of
Zweig Associates, Inc. Martin E. Zweig, Joseph A. DiMenna and Carol
Whitehead are the directors and shareholders of Zweig Associates, Inc.
Reference is made to Item 2.A.1, above, for information about such
individuals.
None of the above, i.e., Zweig- DiMenna Special Opportunities, 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.
B. Zweig-DiMenna International Limited
Zweig-DiMenna International Limited is incorporated in the Territory of the
British Virgin Islands. Its business is investing and trading primarily in
U.S. equity securities.
The address of its principal business and its principal office is Maritime
House, Frederick Street, Suite 200, P.O. Box N-9932, Nassau, Bahamas.
<PAGE>
The following information is provided as to each executive officer and
director of such corporation, each person controlling such corporation and
each executive officer and director of any corporation or other person
ultimately in control of such corporation:
1. a) Name - Cedric B. Moss, Managing Director.
b) Residence or Business Address - c/o Dominion Management Services
Limited, P.O Box N-9932, Maritime House, Frederick Street, Nassau,
Bahamas.
c) Present Principal Occupation, etc. - Mr. Moss is President of
Dominion Management Services Limited, the Administrator of Zweig-
DiMenna International Limited. The business address of the entity
referred to above is c/o Dominion Management Services Limited, P.O Box
N-9932, Maritime House, Frederick Street, Nassau, Bahamas.
d) Mr. Moss is a Bahamian citizen.
2. a) Name - Michael D. Riegels, Director.
b) Residence or Business Address - Harney, Westwood & Riegels,
Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin
Islands.
c) Present Principal Occupation, etc. - Mr. Riegels is the Senior
Partner of the law firm of Harney, Westwood & Riegels.
d) Mr. Riegels is a British Dependent Territories Citizen.
3. a) Name - Martin E. Zweig, Director. Reference is made to Item 2.A.1
above.
4. Name - Zweig-DiMenna International Managers, Inc. - the Investment
Manager of Zweig-DiMenna International Limited. It is incorporated
under the laws of the State of Delaware. Its principal business
address and the address of its principal office is 900 Third Avenue,
New York, New York 10022. Dr. Martin E. Zweig and Mr. Joseph A.
DiMenna are the directors and principal officers, and Ms. Carol R
Whitehead is Vice President - Business Development, and Ms. Brenda M.
Earl and Mr. Jeffrey R. Perry is each a Vice President - Research, of
Zweig-DiMenna International Managers, Inc. Martin E. Zweig and Joseph
A. DiMenna are the principal stockholders of Zweig-DiMenna
International Managers, Inc. Reference is made to Item 2.A.1, above,
for information about such individuals.
None of the above, i.e., Zweig-DiMenna International Limited, Cedric
B. Moss, Michael D. Riegels, Martin E. Zweig or Zweig-DiMenna
International Managers, Inc. has, during the last five years, (i) been
convicted in a criminal proceeding
<PAGE>
(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.
C. 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.
D. Zweig-DiMenna International Managers, Inc., investment manager for a
foreign discretionary account. Reference is made to Item 2.B.4,
above, for information about Zweig-DiMenna International Managers,
Inc. and its officers, directors and stockholders.
None of the above, i.e., Zweig-DiMenna International Mangers, 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.
<PAGE>
E. Gotham Advisors, Inc., investment manager for an ERISA plan discretionary
account. It is incorporated under the laws of the State of Delaware. Its
principal business address and the address of its principal office is 900
Third Avenue, New York, New York 10022. Dr. Martin E. Zweig is the sole
director, and Dr. Zweig and Mr. Joseph A. DiMenna are the principal
officers, of Gotham Advisors, Inc. Dr. Zweig, Mr. DiMenna and Ms. Brenda M.
Earl are the stockholders of Gotham Advisors, Inc. Reference is made to
Item 2.A.1, above, for information about such individuals.
None of the above, i.e., Gotham Advisors, Inc., Martin E. Zweig, Joseph A.
DiMenna or Brenda M. Earl 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 securities of Consolidated Cigar Holdings, Inc. were purchased at an
aggregate cost of $16,396,340 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"). No part
of the purchase price was made up of borrowed funds or funds otherwise
obtained for the purpose of acquiring, holding, trading or voting such
securities.
ITEM 4 PURPOSE OF TRANSACTION
Transactions for the purchase of shares of Class A Common Stock (the
"Shares") of Consolidated Cigar Holdings, Inc.(the "Company") were executed
by Zweig-DiMenna Special Opportunities, L.P., Zweig-DiMenna International
Limited, Zweig-DiMenna Partners, L.P., the ZDIM Account and the Gotham
Account (the "Investors") for investment purposes only. The Investors
continue to evaluate their ownership and voting position in the Company and
may consider the following future courses of action: (i) continuing to
hold the Shares for investment; (ii) disposing of all or a portion of the
Shares in open market sales or in privately negotiated transactions; or
(iii) acquiring additional shares of common stock in the open market or in
privately negotiated transactions. The Investors have not as yet
determined which of the courses of action specified in this paragraph they
may ultimately take. The Investors' future actions with regard to this
investment in the Company are dependent upon their evaluation of a variety
<PAGE>
of circumstances affecting the Company in the future, including the market
price of the Company's common stock, the Company's prospects and their own
portfolios.
Other than as described above, the Investors do not have any present plans
or proposals which relate to or would result in any of the following
(although they reserve the right to develop such plans or proposals): a)
the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company; b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; c) a sale or transfer of
a material amount of assets of the Company or any of its subsidiaries; d)
any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; e) any material change in
the present capitalization or dividend policy of the Company; f) any other
material change in the Company's business or corporate structure; g)
changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition or control of the
Company by any person; h) causing a class of securities of the Company to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; i) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or j) any action
similar to those enumerated above.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
a. Aggregate number of shares beneficially owned:
<TABLE>
<S> <C>
Zweig-DiMenna Special Opportunities, L.P. - 63,400
Zweig-DiMenna International Limited - 274,400
Zweig-DiMenna Partners, L.P. - 120,600
ZDIM Account - 56,200
Gotham Account - 35,400
</TABLE>
<PAGE>
Percent of class beneficially owned:
<TABLE>
<S> <C>
Zweig-DiMenna Special Opportunities, L.P. - 1.1%
Zweig-DiMenna International Limited - 4.5%
Zweig-DiMenna Partners, L.P. - 2.0%
ZDIM Account - 0.9%
Gotham Account - 0.6%
<CAPTION>
b. Number of shares as to which there is sole power to vote:
<S> <C>
Zweig-DiMenna Special Opportunities, L.P. - 63,400
Zweig-DiMenna International Limited - 274,400
Zweig-DiMenna Partners, L.P. - 120,600
ZDIM Account - 56,200
Gotham Account - 35,400
<CAPTION>
Number of shares as to which there is shared power to vote or to
direct the vote:
<S> <C>
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
</TABLE>
<PAGE>
Number of shares as to which there is sole power to dispose or to
direct the disposition:
<TABLE>
<S> <C>
Zweig-DiMenna Special Opportunities, L.P. - 63,400
Zweig-DiMenna International Limited - 274,400
Zweig-DiMenna Partners, L.P. - 120,600
ZDIM Account - 56,200
Gotham Account - 35,400
<CAPTION>
Number of shares as to which there is shared power to dispose or to
direct the disposition:
<S> <C>
Zweig-DiMenna Special Opportunities, L.P. - 0
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
</TABLE>
c. 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.
<TABLE>
<CAPTION>
DATE DESCRIPTION OF PURCHASE
<S> <C>
8/21/96 Purchased 9,700 shares at $28.46
8/21/96 Purchased 1,200 shares at $28.31
8/22/96 Purchased 8,100 shares at $29.64
8/22/96 Purchased 26,800 shares at $29.70
</TABLE>
<PAGE>
<TABLE>
<S> <C>
8/23/96 Purchased 9,100 shares at $30.67
8/26/96 Purchased 6,100 shares at $31.18
8/28/96 Purchased 1,800 shares at $31.18
8/29/96 Purchased 600 shares at $31.61
<CAPTION>
ZWEIG-DIMENNA INTERNATIONAL LIMITED
DATE DESCRIPTION OF TRANSACTION
<S> <C>
8/21/96 Purchased 37,800 shares at $28.46
8/21/96 Purchased 4,700 shares at $28.31
8/22/96 Purchased 59,800 shares at $29.64
8/22/96 Purchased 103,700 shares at $29.70
8/23/96 Purchased 35,400 shares at $30.67
8/26/96 Purchased 23,500 shares at $31.18
8/28/96 Purchased 7,100 shares at $31.18
8/29/96 Purchased 2,200 shares at $31.61
<CAPTION>
ZWEIG-DIMENNA PARTNERS, L.P.
DATE DESCRIPTION OF TRANSACTION
<S> <C>
8/21/96 Purchased 18,500 shares at $28.46
8/21/96 Purchased 2,300 shares at $28.31
8/22/96 Purchased 15,400 shares at $29.64
8/22/96 Purchased 50,800 shares at $29.70
8/23/96 Purchased 17,300 shares at $30.67
8/26/96 Purchased 11,600 shares at $31.18
8/28/96 Purchased 3,500 shares at $31.18
8/29/96 Purchased 1,200 shares at $31.61
<CAPTION>
ZDIM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
<S> <C>
8/21/96 Purchased 8,600 shares at $28.46
</TABLE>
<PAGE>
<TABLE>
<S> <C>
8/21/96 Purchased 1,100 shares at $28.31
8/22/96 Purchased 7,200 shares at $29.64
8/22/96 Purchased 23,700 shares at $29.70
8/23/96 Purchased 8,100 shares at $30.67
8/26/96 Purchased 5,400 shares at $31.18
8/28/96 Purchased 1,600 shares at $31.18
8/29/96 Purchased 600 shares at $31.61
<CAPTION>
GOTHAM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
<S> <C>
8/21/96 Purchased 5,400 shares at $28.46
8/21/96 Purchased 700 shares at $28.31
8/22/96 Purchased 4,500 shares at $29.64
8/22/96 Purchased 15,000 shares at $29.70
8/23/96 Purchased 5,100 shares at $30.67
8/26/96 Purchased 3,400 shares at $31.18
8/28/96 Purchased 1,000 shares at $31.18
8/29/96 Purchased 400 shares at $31.61
</TABLE>
d. Not applicable.
e. Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
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>
SIGNATURE
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: August 29, 1996
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
/s/ Brenda M. Earl
By: _________________________________
Name: Brenda M. Earl
Title: Principal of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
/s/ Brenda M. Earl
By: _________________________________
Name: Brenda M. Earl
Title: Vice President - Research of Investment Manager
ZWEIG-DiMENNA PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
/s/ Brenda M. Earl
By: _________________________________
Name: Brenda M. Earl
Title: Principal of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
/s/ Brenda M. Earl
By: _________________________________
Name: Brenda M. Earl
Title: Vice President - Research
GOTHAM ADVISORS, INC.
/s/ Martin E. Zweig
By: _________________________________
Name: Martin E. Zweig
Title: President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT AMONG INVESTORS
This Joint Filing Agreement is entered into this 28th day of August, 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 Class A Common Stock of Consolidated Cigar Holdings,
Inc.
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
