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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. )*
-----
Correctional Services Corporation
-------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------
(Title of Class of Securities)
219921103
-----------------------------------------
(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)
November 6, 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__ OF __Pages
- ----------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Zweig-DiMenna Special Opportunties, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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(a) [_]
- --------------------------------------------------------------------------------
6
CITIZEN OR PLACE OF ORGANIZATION
Zweig-DiMenna Special Opportunities, L.P. - Delaware
Zweig-DiMenna International Limited-British Virgin Islands
Zweig-DiMenna International Managers, Inc. - Delaware
Gotham Advisors, Inc. - Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
Zweig-DiMenna Special Opportunities, L.P.- 383,000
Zweig-DiMenna International Limited-90,900
Zweig-DiMenna International Managers, Inc., on
behalf of a discretionary account-19,900
Gotham Advisors, Inc., on behalf of a discretionary
account-12,700
NUMBER OF -------------------------------------------------------------
8 SHARED VOTING POWER
SHARES
BENEFICIALLY
0
OWNED BY -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH Zweig-DiMenna Special Opportunities, L.P.- 383,000
Zweig-DiMenna International Limited-90,900
REPORTING Zweig-DiMenna International Managers, Inc., on
behalf of a discretionary account-19,900
PERSON Gotham Advisors, Inc., on behalf of a discretionary
account-12,700
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Special Opportunities, L.P.- 383,000
Zweig-DiMenna International Limited-90,900
Zweig-DiMenna International Managers, Inc., on behalf
of a discretionary account-19,900
Gotham Advisors, Inc., on behalf of a
discretionary account-12,700
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Zweig-DiMenna Special Opportunities, L.P.-5.0%
Zweig-DiMenna International Limited-1.2%
Zweig-DiMenna International Managers, Inc., on behalf
of a discretionary account-0.3%
Gotham Advisors, Inc. on behalf of a
Total 6.7% discretionary account-0.2%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Zweig-DiMenna Special Opportunities, L.P.-PN
Zweig-DiMenna International Limited-CO
Zweig-DiMenna International Managers, Inc.-CO Gotham Advisors, Inc.-CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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
Correctional Services Corporation
1819 Main St., Suite 1000
Sarasota, Florida 34236
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.
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 - Frederick A. Mitchell, Director
b) Residence or Business Address - P.O. Box N3928, Gwendolyn
House Nassau, Bahamas.
c) Present Principal Occupation, etc. - Mr. Mitchell is a
practicing attorney in the firm Gwendolyn House in Nassau. He is a
Senator in the Senate of the Commonwealth of The Bahamas.
d) Mr. Mitchell is a Bahamian citizen.
3. 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.
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.
<PAGE>
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, Frederick A. Mitchell, Michael D. Riegels, or
Zweig-DiMenna International Managers, Inc. 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.
C. 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.
D. 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,
<PAGE>
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 Correctional Services Corporation were purchased at an
aggregate cost of $6,717,937.00 with the investment capital of Zweig-
DiMenna Special Opportunities, L.P., Zweig-DiMenna International Limited,
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 Common Stock (the "Shares") of
Correctional Services Corporation (the "Company") were executed by Zweig-
DiMenna Special Opportunities, L.P., Zweig-DiMenna International Limited,
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 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
<PAGE>
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:
Zweig-DiMenna Special Opportunities, L.P. - 383,000
Zweig-DiMenna International Limited - 90,900
ZDIM Account - 19,900
Gotham Account - 12,700
Percent of class beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 5.0%
Zweig-DiMenna International Limited - 1.2%
ZDIM Account - 0.3%
Gotham Account - 0.2%
b. Number of shares as to which there is sole power to vote:
Zweig-DiMenna Special Opportunities, L.P. - 383,000
Zweig-DiMenna International Limited - 90,900
ZDIM Account - 19,900
Gotham Account - 12,700
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
<PAGE>
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. - 383,000
Zweig-DiMenna International Limited - 90,900
ZDIM Account - 19,900
Gotham Account - 12,700
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
ZDIM Account - 0
Gotham Account - 0
c. Zweig-DiMenna Special Opportunities, L.P., Zweig-DiMenna
International Limited, 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
10/18/96 Purchased 168,000 shares at $14.00
10/21/96 Purchased 15,000 shares at $14.0833
10/22/96 Purchased 150,000 shares at $13.8750
10/31/96 Purchased 30,000 shares at $11.9583
<PAGE>
11/5/96 Purchased 10,000 shares at $10.375
11/6/96 Purchased 5,000 shares at $10.375
11/6/96 Purchased 5,000 shares at $10.25
Zweig-DiMenna International Limited
Date Description of Transaction
11/6/96 Purchased 14,700 shares at $10.25
11/7/96 Purchased 8,100 shares at $11.25
11/8/96 Purchased 11,100 shares at $11.75
11/11/96 Purchased 3,700 shares at $12.25
11/11/96 Purchased 14,700 shares at $12.1875
11/12/96 Purchased 3,700 shares at $12.75
11/12/96 Purchased 5,500 shares at $12.6250
11/13/96 Purchased 29,400 shares at $13.4844
ZDIM Account
Date Description of Transaction
11/6/96 Purchased 3,200 shares at $10.25
11/7/96 Purchased 1,800 shares at $11.25
11/8/96 Purchased 2,400 shares at $11.75
11/11/96 Purchased 800 shares at $12.25
11/11/96 Purchased 3,200 shares at $12.1875
11/12/96 Purchased 800 shares at $12.75
11/12/96 Purchased 1,200 shares at $12.6250
11/13/96 Purchased 6,500 shares at $13.4844
<PAGE>
Gotham Account
Date Description of Transaction
11/6/96 Purchased 2,100 shares at $10.25
11/7/96 Purchased 1,100 shares at $11.25
11/8/96 Purchased 1,500 shares at $11.75
11/11/96 Purchased 500 shares at $12.25
11/11/96 Purchased 2,100 shares at $12.1875
11/12/96 Purchased 500 shares at $12.75
11/12/96 Purchased 800 shares at $12.6250
11/13/96 Purchased 4,100 shares at $13.4844
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
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: November 15, 1996
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
------------------------------------------
Name: Joseph A. DiMenna
Title: A Managing Director of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
------------------------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President of Investment Manager
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
------------------------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
------------------------------------------
Name: Joseph A. DiMenna
Title: Vice President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT AMONG INVESTORS
This Joint Filing Agreement is entered into this 15th day of November, 1996 by
Zweig-DiMenna Special Opportunities, L.P., a Delaware limited partnership,
Zweig-DiMenna International Limited, a British Virgin Islands corporation,
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/ Joseph A. DiMenna
------------------------------------------
Name: Joseph A. DiMenna
Title: A Managing Director of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
------------------------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President of Investment Manager
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
------------------------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
------------------------------------------
Name: Joseph A. DiMenna
Title: Vice President
