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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. )*
SWISHER INTERNATIONAL GROUP INC.
-------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
---------------------------------------------------
(Title of Class of Securities)
870809100
-----------------------------------------
(CUSIP Number)
Stuart 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)
January 31, 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 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. 870809100 Page 2 of __ 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 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
International Limited - British Virgin Islands
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - Delaware
Gotham Advisors, Inc., on behalf of a discretionary account - Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
Zweig-DiMenna Special Opportunities, L.P. - 68,700; Zweig-DiMenna
International Limited - 284,500
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 64,200
Gotham Advisors, Inc., on behalf of a discretionary account - 30,700
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Zweig-DiMenna Special Opportunities, L.P. - 68,700; Zweig-DiMenna
International Limited - 284,500
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 64,200
Gotham Advisors, Inc., on behalf of a discretionary account - 30,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Special Opportunities, L.P. - 68,700; Zweig-DiMenna
International Limited - 284,500
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 64,200
Gotham Advisors, Inc., on behalf of a discretionary account - 30,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 INCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Total - 7.5%
Zweig-DiMenna Special Opportunities, L.P. - 1.1%; Zweig-DiMenna
International Limited - 4.8%
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 1.1%
Gotham Advisors, Inc., on behalf of a discretionary account - 0.5%
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
<PAGE>
SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
Swisher International Group Inc.
459 East 16th Street
Jacksonville, FL. 32206
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.
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. The following information
is provided as to each executive officer and director of such
corporation, each person controlling such corporation and each
<PAGE>
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.
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. 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
<PAGE>
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, 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>
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The securities of Swisher International Group Inc. were purchased at
an aggregate cost of $7,249,361 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 Class A Common Stock (the
"Shares") of Swisher International Group Inc. (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 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
<PAGE>
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
<TABLE>
<S> <C> <C>
a. Aggregate number of shares beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 68,700
Zweig-DiMenna International Limited - 284,500
ZDIM Account - 64,200
Gotham Account - 30,700
Percent of class beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 1.1%
Zweig-DiMenna International Limited - 4.8%
ZDIM Account - 1.1%
Gotham Account - 0.5%
b. Number of shares as to which there is sole power to vote:
Zweig-DiMenna Special Opportunities, L.P. - 68,700
Zweig-DiMenna International Limited - 284,500
ZDIM Account - 64,200
Gotham Account - 30,700
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
ZDIM Account - 0
Gotham Account - 0
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Number of shares as to which there is sole
power to dispose or to direct the
disposition:
Zweig-DiMenna Special Opportunities, L.P. - 68,700
Zweig-DiMenna International Limited - 284,500
ZDIM Account - 64,200
Gotham Account - 30,700
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
</TABLE>
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.
<TABLE>
<CAPTION>
<S> <C>
DATE DESCRIPTION OF PURCHASE
12/23/96 Purchased 11,800 shares at $16.3052 a share
12/30/96 Purchased 6,200 shares at $16.00 a share
1/8/97 Purchased 200 shares at $16.125 a share
1/8/97 Purchased 3,800 shares at $16.25 a share
1/9/97 Purchased 300 shares at $16.125 a share
1/10/97 Purchased 1,400 shares at $16.1689 a share
1/13/97 Purchased 10,900 shares at $17.653 a share
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
1/14/97 Purchased 2,200 shares at $17.8986 a share
1/14/97 Purchased 200 shares at $17.875 a share
1/15/97 Purchased 2,300 shares at $17.25 a share
1/22/97 Purchased 3,100 shares at $16.00 a share
1/30/97 Purchased 7,600 shares at $14.9375 a share
1/31/97 Purchased 18,700 shares at $15.25 a share
ZWEIG-DIMENNA INTERNATIONAL LIMITED
DATE DESCRIPTION OF TRANSACTION
12/23/96 Purchased 48,100 shares at $16.3052 a share
12/30/96 Purchased 25,500 shares at $16.00 a share
1/8/97 Purchased 800 shares at $16.125 a share
1/8/97 Purchased 15,900 shares at $16.25 a share
1/9/97 Purchased 1,200 shares at $16.125 a share
1/10/97 Purchased 6,000 shares at $16.1689 a share
1/13/97 Purchased 45,400 shares at $17.653 a share
1/14/97 Purchased 9,000 shares at $17.8986 a share
1/14/97 Purchased 900 shares at $17.875 a share
1/15/97 Purchased 9,500 shares at $17.25 a share
1/22/97 Purchased 12,600 shares at $16.00 a share
1/30/97 Purchased 31,700 shares at $14.9375 a share
1/31/97 Purchased 77,900 shares at $15.25 a share
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ZDIM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
12/23/96 Purchased 10,600 shares at $16.3052 a share
12/30/96 Purchased 5,600 shares at $16.00 a share
1/8/97 Purchased 200 shares at $16.125 a share
1/8/97 Purchased 3,600 shares at $16.25 a share
1/9/97 Purchased 300 shares at $16.125 a share
1/10/97 Purchased 1,400 shares at $16.1689 a share
1/13/97 Purchased 10,300 shares at $17.653 a share
1/14/97 Purchased 2,100 shares at $17.8986 a share
1/14/97 Purchased 200 shares at $17.875 a share
1/15/97 Purchased 2,200 shares at $17.25 a share
1/22/97 Purchased 2,900 shares at $16.00 a share
1/30/97 Purchased 7,200 shares at $14.9375 a share
1/31/97 Purchased 17,600 shares at $15.25 a share
GOTHAM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
12/23/96 Purchased 5,100 shares at $16.3052 a share
12/30/96 Purchased 2,700 shares at $16.00 a share
1/8/97 Purchased 100 shares at $16.125 a share
1/8/97 Purchased 1,700 shares at $16.25 a share
1/9/97 Purchased 100 shares at $16.125 a share
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
1/10/97 Purchased 600 shares at $16.1689 a share
1/13/97 Purchased 4,900 shares at $17.653 a share
1/14/97 Purchased 1,000 shares at $17.8986 a share
1/14/97 Purchased 100 shares at $17.875 a share
1/15/97 Purchased 1,000 shares at $17.25 a share
1/22/97 Purchased 1,400 shares at $16.00 a share
1/30/97 Purchased 3,500 shares at $14.9375 a share
1/31/97 Purchased 8,500 shares at $14.9375 a share
</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 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: February 7, 1997
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
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 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 the 7th day of February,
1997 by Zweig-DiMenna International Limited, a British Virgin Islands
corporation, Zweig-DiMenna Special Opportunities, L.P., a Delaware 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
Swisher International Group 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 INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
------------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
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 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
