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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. 8)*
-
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)
February 24, 1998
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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 Special 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. - 45,900; Zweig-DiMenna International
Limited - 292,700
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 52,600
Gotham Advisors, Inc., on behalf of a discretionary account - 21,200
Zweig-DiMenna Special Opportunities, L.P. - 1,600
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER (Exclusive of Class B Shares)
Zweig-DiMenna Partners, L.P. - 45,900; Zweig-DiMenna International
Limited - 292,700
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 52,600
Gotham Advisors, Inc., on behalf of a discretionary account - 21,200
Zweig-DiMenna Special Opportunities, L.P. - 1,600
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Exclusive of
Class B Shares)
Zweig-DiMenna Partners, L.P. - 45,900; Zweig-DiMenna International
Limited - 292,700
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 52,600
Gotham Advisors, Inc., on behalf of a discretionary account - 21,200
Zweig-DiMenna Special Opportunities, L.P. - 1,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 INCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11*
Total - 4.8%
Zweig-DiMenna Partners, L.P. - 0.7%; Zweig-DiMenna International
Limited - 3.1%
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 0.6%
Gotham Advisors, Inc., on behalf of a discretionary account - 0.2%
Zweig-DiMenna Special Opportunities, L.P. - 0.2%
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
* In calculating the percentage of Class A Common Stock that the Investor owns
for 13D purposes the numerator being used is the total number of Class A Common
Stock shares and Class B Common Stock shares that the Investor owns, as of the
filing date, and the denominator being used is based on the most recent
available number of outstanding Class A Common Stock Shares plus the additional
Class B Common Stock shares that the Investors own.
<PAGE>
SCHEDULE 13D - AMENDMENT NO. 8
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
The first sentence of Item 3 is amended to read as follows:
"The Class A Common Stock of General Cigar Holdings Inc. were
purchased at an aggregate cost of $8,746,894 with the investment capital of
Zweig-DiMenna International Limited, Zweig-DiMenna Partners, L.P.,
Zweig-DiMenna Special Opportunities, L.P., 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")."
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
The Investors amend item 5 to state the following Class A Common Stock and
Class B Common Stock owned/1/:
a. Aggregate number of Class A Common Stock and Class B Common Stock
beneficially owned:
Entity Class A Common Stock Class B Common Stock
- ------------------------------------ -------------------- --------------------
Zweig-DiMenna Partners, L.P. 45,900 36,058
Zweig DiMenna Special Opportunities, 1,600 24,975
L.P.
Zweig-DiMenna International Limited 292,700 80,339
ZDIM Account 52,600 18,379
Gotham Account 21,200 9,957
- --------
1 For the definition of Class B Common Stock see Item 4 of the Investors'
Amendment No. 2 to the Investors' 13D which was filed on September 12,
1997.
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Percent of Class A Common Stock shares beneficially owned/2/:
Zweig-DiMenna Partners, L.P. - 0.7%
Zweig-DiMenna Special Opportunities, L.P. - 0.2%
Zweig-DiMenna International Limited - 3.1%
ZDIM Account - 0.6%
Gotham Account - 0.2%
b. Number of shares of Class A Common Stock and Class B Common Stock as to
which there is sole power to vote:
Entity Class A Common Stock Class B Common Stock
- ------------------------------------ -------------------- --------------------
Zweig-DiMenna Partners, L.P. 45,900 36,058
Zweig DiMenna Special Opportunities, 1,600 24,975
L.P.
Zweig-DiMenna International Limited 292,700 80,339
ZDIM Account 52,600 18,379
Gotham Account 21,200 9,957
Number of shares of Class A Common Stock and Class B Common Stock 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
Zweig-DiMenna Special Opportunities, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
- --------
2 In calculating the percentage of Class A Common Stock that the Investor
owns for 13D purposes the numerator being used is the total number of Class
A Common Stock shares and Class B Common Stock shares that the Investor
owns, as of the filing date, and the denominator being used is based on the
most recent available number of outstanding Class A Common Stock shares
plus the additional Class B Common Stock shares that the Investors own.
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Number of shares of Class A Common Stock and Class B Common Stock shares as
to which there is sole power to dispose or to direct the disposition:
Entity Class A Common Stock Class B Common Stock
- ------------------------------------ -------------------- --------------------
Zweig-DiMenna Partners, L.P. 45,900 36,058
Zweig DiMenna Special Opportunities, 1,600 24,975
L.P.
Zweig-DiMenna International Limited 292,700 80,339
ZDIM Account 52,600 18,379
Gotham Account 21,200 9,957
Number of shares of Class A Common Stock and Class B Common Stock 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
Zweig-DiMenna Special Opportunities, L.P - 0
ZDIM Account - 0
Gotham Account - 0
c. Since February 4, 1998, the date of the Investors' 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 shares of Class A Common Stock (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 TRANSACTION
2/9/98 Sold 900 Shares at $17.50 a share
2/23/98 Sold 6,300 Shares at $15.7621 a share
2/24/98 Sold 10,000 Shares at $15.4188 a share
2/24/98 Sold 8,700 Shares at $15.00 a share
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ZWEIG-DIMENNA INTERNATIONAL LIMITED
DATE DESCRIPTION OF TRANSACTION
2/4/98 Sold 1,200 Shares at $18.2643 a share
2/5/98 Sold 38,500 Shares at $18.0757 a share
2/9/98 Sold 8,200 Shares at $17.50 a share
ZWEIG-DIMENNA PARTNERS, L.P.
DATE DESCRIPTION OF TRANSACTION
2/4/98 Sold 10,200 Shares at $18.2446 a share
2/4/98 Sold 5,800 Shares at $18.2643 a share
2/5/98 Sold 14,000 Shares at $18.0757 a share
2/9/98 Sold 3,300 Shares at $17.50 a share
2/23/98 Sold 28,700 Shares at $15.7621 a share
2/24/98 Sold 46,300 Shares at $15.00 a share
ZDIM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
2/4/98 Sold 7,300 Shares at $18.2446 a share
2/4/98 Sold 2,200 Shares at $18.2643 a share
2/5/98 Sold 8,000 Shares at $18.0757 a share
2/9/98 Sold 2,000 Shares at $17.50 a share
GOTHAM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
2/9/98 Sold 600 Shares at $17.50 a share
d. Not Applicable
e. The Investors ceased to be the beneficial owner of more than 5% of the
Shares of the Company on February 24, 1998.
<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 25, 1998
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
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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
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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
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Name: Joseph A. DiMenna
Title: Managing Director of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
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Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
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Name: Joseph A. DiMenna
Title: Vice President
