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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. )
SeaMED Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
81218Q100
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(CUSIP Number)
Stuart B. 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)
July 23, 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. 81218Q100
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 Special Opportunities, L.P. - Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
Zweig-DiMenna Special Opportunities, L.P.-285,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Zweig-DiMenna Special Opportunities, L.P.-285,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Special Opportunities, L.P.-285,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Total-5.5%
Zweig-DiMenna Special Opportunities, L.P.-5.5%
14 TYPE OF REPORTING PERSON*
Zweig-DiMenna Special Opportunities, L.P. - PN
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SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
SeaMED Corporation
14500 Northeast 87th Street
Redmond, Washington 98052
Common Stock
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., Zweig Associates, Inc., Zweig-DiMenna
International Managers, Inc. and Zweig Securities Advisory
Service, Inc. He is Chairman of Euclid Advisors LLC. 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 Partners, L.P. and Zweig-
DiMenna Special Opportunities, L.P.,
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each of which is an 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.
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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.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities of SeaMED Corporation were purchased at an aggregate cost
of $4,931,880 with the investment capital of Zweig-DiMenna Special
Opportunities, L.P. 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.
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ITEM 4 PURPOSE OF TRANSACTION
Transactions for the purchase of shares of Common Stock (the "Shares")
of SeaMED Corporation (the "Company") were executed by Zweig-DiMenna
Special Opportunities, L.P. (the "Investor") for investment purposes
only. The Investor continues to evaluate its 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
Investor has not as yet determined which of the courses of action
specified in this paragraph it may ultimately take. The Investor's
future actions with regard to this investment in the Company are
dependent upon its 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 the Investor's own portfolio.
Other than as described above, the Investor does not have any present
plans or proposals which relate to or would result in any of the
following (although it reserves 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:
Zweig-DiMenna Special Opportunities, L.P. - 285,000
Percent of class beneficially owned:
Zweig-DiMenna Special Opportunities, L.P. - 5.5%
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b. Number of shares as to which there is sole power to vote:
Zweig-DiMenna Special Opportunities, L.P. - 285,000
Number of shares as to which there is shared power to vote or to
direct the vote:
Zweig-DiMenna Special Opportunities, L.P. - 0
Number of shares as to which there is sole power to dispose or to
direct the disposition:
Zweig-DiMenna Special Opportunities, L.P. - 285,000
Number of shares as to which there is shared power to dispose or to
direct the disposition:
Zweig-DiMenna Special Opportunities, L.P. - 0
c. Since May 23, 1997, Zweig-DiMenna Special Opportunities, L.P.
purchased the Shares on the open market on the following date and
at the following price and in the following amount:
ZWEIG-DIMENNA SPECIAL OPPORTUNITIES, L.P.
DATE DESCRIPTION OF PURCHASE
7/23/97 Purchased 70,000 shares at $16.25 a share
d. Not applicable.
e. Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
<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: July 29, 1997
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
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Name: Joseph A. DiMenna
Title: Managing Director of Managing
General Partner
