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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. 3)*
-
General Cigar Holdings, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
36933P100
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(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)
October 9, 1997
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(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).
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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. 3
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.
Item 3 Source and Amount of Funds or Other Considerations
Since August 20, 1997 the Investors have not purchased any Class A
Common Stock (see Item 4 in Amendment No. 2, filed on September 12, 1997).
Item 5 Interest in Securities of the Issuer
The Investors amend item 5 to state the following Common Stock Class B
Shares owned:
a. Aggregate number of Common Stock Class B shares beneficially owned:
Zweig-DiMenna International Limited - 255,339
Zweig-DiMenna Partners, L.P. - 114,458
ZDIM Account - 58,479
Gotham Account - 31,957
Zweig DiMenna Special Opportunities, L.P. - 79,375
Percent of Common Stock Class B beneficially owned*:
Zweig-DiMenna International Limited - 1.2%
Zweig-DiMenna Partners, L.P. - 0.6%
ZDIM Account - 0.3%
Gotham Account - 0.2%
Zweig-DiMenna Special Opportunities, L.P. - 0.4%
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* The percentage of Common Stock Class B is based on there being 20,267,940
outstanding shares of Common Stock Class B.
<PAGE>
b. Number of shares of Common Stock Class B as to which there is sole
power to vote:
Zweig-DiMenna International Limited - 255,339
Zweig-DiMenna Partners, L.P. - 114,458
ZDIM Account - 58,479
Gotham Account - 31,957
Zweig DiMenna Special Opportunities, L.P. - 79,375
Number of shares of Common Stock Class B as to which there is shared
power to vote or to direct the vote:
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
Number of shares of Common Stock Class B as to which there is sole power
to dispose or to direct the disposition:
Zweig-DiMenna International Limited - 255,339
Zweig-DiMenna Partners, L.P. - 114,458
ZDIM Account - 58,479
Gotham Account - 31,957
Zweig DiMenna Special Opportunities, L.P. - 79,375
<PAGE>
Number of shares of Common Stock Class B as to which there is shared
power to dispose or to direct the disposition:
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Partners, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
Zweig-DiMenna Special Opportunities, L.P - 0
c. Since September 11, 1997, the date of the Investor's last 13D filing
for General Cigar Holdings, Inc., Zweig-DiMenna Special Opportunities, L.P.,
Zweig-DiMenna International Limited, Zweig-DiMenna Partners, L.P., the ZDIM
Account and the Gotham Account sold the Common Stock Class B 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 SALE
9/17/97 Sold 5,000 shares at $25.7679 a share
9/23/97 Sold 4,300 shares at $27.3542 a share
9/30/97 Sold 7,300 shares at $28.75 a share
10/1/97 Sold 500 shares at $28.9863 a share
10/2/97 Sold 3,200 shares at $28.5909 a share
10/7/97 Sold 10,200 shares at $31.1530 a share
10/8/97 Sold 7,300 shares at $32.0018 a share
10/9/97 Sold 700 shares at $33.50 a share
10/9/97 Sold 6,600 shares at $33.2018 a share
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ZWEIG-DIMENNA INTERNATIONAL LIMITED
DATE DESCRIPTION OF SALE
9/17/97 Sold 16,600 shares at $25.7679 a share
9/18/97 Sold 4,100 shares at $25.75 a share
9/23/97 Sold 14,200 shares at $27.3542 a share
9/25/97 Sold 11,100 shares at $27.4125 a share
9/30/97 Sold 23,700 shares at $28.75 a share
10/1/97 Sold 1,500 shares at $28.9863 a share
10/2/97 Sold 10,300 shares at $28.5909 a share
10/7/97 Sold 33,200 shares at $31.1530 a share
10/8/97 Sold 23,700 shares at $32.0018 a share
10/9/97 Sold 2,400 shares at $33.50 a share
10/9/97 Sold 21,300 shares at $33.2018 a share
ZWEIG-DIMENNA PARTNERS, L.P.
DATE DESCRIPTION OF SALE
9/17/97 Sold 7,500 shares at $25.7679 a share
9/18/97 Sold 1,900 shares at $25.75 a share
9/23/97 Sold 6,400 shares at $27.3542 a share
9/25/97 Sold 5,000 shares at $27.4125 a share
9/30/97 Sold 10,600 shares at $28.75 a share
10/1/97 Sold 700 shares at $28.9863 a share
10/2/97 Sold 4,600 shares at $28.5909 a share
10/7/97 Sold 14,800 shares at $31.1530 a share
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10/8/97 Sold 10,600 shares at $32.0018 a share
10/9/97 Sold 1,100 shares at $33.50 a share
10/9/97 Sold 9,500 shares at $33.2018 a share
ZDIM ACCOUNT
DATE DESCRIPTION OF SALE
9/17/97 Sold 3,800 shares at $25.7679 a share
9/18/97 Sold 1,000 shares at $25.75 a share
9/23/97 Sold 3,300 shares at $27.3542 a share
9/25/97 Sold 2,500 shares at $27.4125 a share
9/30/97 Sold 5,400 shares at $28.75 a share
10/1/97 Sold 300 shares at $28.9863 a share
10/2/97 Sold 2,400 shares at $28.5909 a share
10/7/97 Sold 7,600 shares at $31.1530 a share
10/8/97 Sold 5,400 shares at $32.0018 a share
10/9/97 Sold 500 shares at $33.50 a share
10/9/97 Sold 4,900 shares at $33.2018 a share
GOTHAM ACCOUNT
DATE DESCRIPTION OF SALE
9/17/97 Sold 2,100 shares at $25.7679 a share
9/18/97 Sold 500 shares at $25.75 a share
9/23/97 Sold 1,800 shares at $27.3542 a share
9/25/97 Sold 1,400 shares at $27.4125 a share
9/30/97 Sold 3,000 shares at $28.75 a share
<PAGE>
10/1/97 Sold 200 shares at $28.9863 a share
10/2/97 Sold 1,300 shares at $28.5909 a share
10/7/97 Sold 4,200 shares at $31.1530 a share
10/8/97 Sold 3,000 shares at $32.0018 a share
10/9/97 Sold 300 shares at $33.50 a share
10/9/97 Sold 2,700 shares at $33.2018 a share
