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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. 2)*
-
General Cigar Holdings, Inc.
-------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
---------------------------------------------------
(Title of Class of Securities)
36933P100
-----------------------------------------
(CUSIP Number)
Stuart Panish, c/o Zweig-DiMenna Associates LLC, 900 Third Avenue,
New York, New York 10022 (212) 451-1100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 5, 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. 36933P100 Page 2 of __ Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
Zweig-DiMenna Special Opportunities, L.P.
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 Partners, L.P.-New York, 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
Zweig-DiMenna Speical Opportunities, L.P. - Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER (Exclusive of Class B Shares)
Zweig-DiMenna Partners, L.P. - 120,800; Zweig-DiMenna International
Limited - 258,400
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 58,300
Gotham Advisors, Inc., on behalf of a discretionary account - 31,200
Zweig-DiMenna Special Opportunies, L.P. -0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER (Exclusive of Class B Shares)
Zweig-DiMenna Partners, L.P. - 120,800; Zweig-DiMenna International
Limited - 258,400
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 58,300
Gotham Advisors, Inc., on behalf of a discretionary account - 31,200
Zweig-DiMenna Special Opportunities, L.P. -0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Exclusive of
Class B Shares)
Zweig-DiMenna Partners, L.P. - 120,800; Zweig-DiMenna International
Limited - 258,400
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 58,300
Gotham Advisors, Inc., on behalf of a discretionary account - 31,200
Zweig DiMenna Special Opportunities, L.P. -0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 INCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (Exclusive of Class B
Shares)
Total - 6.8%
Zweig-DiMenna Partners, L.P. - 1.8%; Zweig-DiMenna International
Limited - 3.7%
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 0.8%
Gotham Advisors, Inc., on behalf of a discretionary account - 0.5%
Zweig-DiMenna Special Opportunities, L.P. - 0.0%
14 TYPE OF REPORTING PERSON*
Zweig-DiMenna Partners, L.P. - PN
Zweig-DiMenna International Limited - CO
Zweig-DiMenna International Managers, Inc. - CO
Gotham Advisors, Inc. - CO
Zweig-DiMenna Special Opportunities, L.P. - PN
<PAGE>
SCHEDULE 13D - AMENDMENT NO. 2
Zweig-DiMenna International Limited, Zweig-DiMenna Partners, L.P., Zweig
DiMenna Special Opportunities, L.P., Zweig-DiMenna International Managers, Inc.
and Gotham Advisors, Inc. (the "Investors") hereby amend the Schedule 13D, filed
with respect to shares of Class A common stock, par value $.01 per share (the
"Class A Common Stock") of General Cigar Holdings, Inc. (the"Issuer").
ITEM 2 IDENTITY AND BACKGROUND
Section E. should be added as follows:
E. 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 is the managing general partner of Zweig-
DiMenna Special Opportunities, 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 Special
Opportunities, 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 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.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Since August 20, 1997, the date of the Investors' last filing for the
Issuer, the Investors have not purchased any Class A Common Stock (see Item 4).
<PAGE>
ITEM 4 PURPOSE OF TRANSACTION
Item 4 is amended so that after the first Paragraph the following new
paragraph is added:
It is noted that pursuant to the Merger Agreement, dated as of February 27,
1997 (the "Merger Agreement"), between Culbro Corporation, a New York
corporation ("Culbro") and the Issuer, Culbro recently merged with and into the
Issuer, with the Issuer as the surviving entity. Pursuant to the Merger, each
of the Reporting Persons received 4.44557 shares of class B Common Stock ("Class
B Common Stock") for each share of Culbro Common Stock held by such Reporting
Person immediately prior to the Merger. Each share of Class B Common Stock is
convertible at any time into one share of Class A Common Stock, and converts
automatically into one share of Class A Common Stock upon any transfer thereof,
subject to limited exceptions. No consideration was paid by the Investors in
connection with the acquisition by such Investors pursuant to the Merger of the
shares of Class B Common Stock.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended to add the following Common Stock Class B Shares owned by
the Investors:
a. Aggregate number of Common Stock Class B shares beneficially owned:
<TABLE>
<CAPTION>
<S> <C> <C>
Zweig-DiMenna International Limited _ 417,439
Zweig-DiMenna Partners, L.P. _ 187,158
ZDIM Account _ 95,579
Gotham Account _ 52,457
Zweig DiMenna Special Opportunities, L.P. _ 124,475
</TABLE>
Percent of Common Stock Class B beneficially owned:
<TABLE>
<CAPTION>
<S> <C> <C>
Zweig-DiMenna International Limited _ 2.0%
Zweig-DiMenna Partners, L.P. _ 0.9%
ZDIM Account _ 0.5%
Gotham Account _ 0.3%
Zweig-DiMenna Special Opportunities, L.P. _ 0.6%
</TABLE>
<PAGE>
b. Number of shares of Common Stock Class B as to which there is sole
power to vote:
<TABLE>
<CAPTION>
<S> <C> <C>
Zweig-DiMenna International Limited _ 417,439
Zweig-DiMenna Partners, L.P. _ 187,158
ZDIM Account _ 95,579
Gotham Account _ 52,457
Zweig DiMenna Special Opportunities, L.P. _ 124,475
</TABLE>
Number of shares of Common Stock Class B as to which there is shared
power to vote or to direct the vote:
<TABLE>
<CAPTION>
<S> <C> <C>
Zweig-DiMenna International Limited _ 0
Zweig-DiMenna Partners, L.P. _ 0
ZDIM Account _ 0
Gotham Account _ 0
Zweig-DiMenna Special Opportunities, L.P. _ 0
</TABLE>
Number of shares of Common Stock Class B as to which there is sole
power to dispose or to direct the disposition:
<TABLE>
<CAPTION>
<S> <C> <C>
Zweig-DiMenna International Limited _ 417,439
Zweig-DiMenna Partners, L.P. _ 187,158
ZDIM Account _ 95,579
Gotham Account _ 52,457
Zweig DiMenna Special Opportunities, L.P. _ 124,475
</TABLE>
<PAGE>
Number of shares of Common Stock Class B as to which there is shared
power to dispose or to direct the disposition:
<TABLE>
<CAPTION>
<S> <C> <C>
Zweig-DiMenna International Limited _ 0
Zweig-DiMenna Partners, L.P. _ 0
ZDIM Account _ 0
Gotham Account _ 0
Zweig-DiMenna Special Opportunities, L.P _ 0
</TABLE>
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended in its entirety to state:
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: September 11, 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 PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
-----------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
-----------------------
Name: Joseph A. DiMenna
Title: 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 tenth day of September,
1997 by Zweig-DiMenna International Limited, a British Virgin Islands
corporation, Zweig-DiMenna Partners, L.P., a New York limited partnership,
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 General 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 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 PARTNERS, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
-----------------------
Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
-----------------------
Name: Joseph A. DiMenna
Title: 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
