<PAGE>
OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response....14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
OREGON METALLURGICAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
685899106
----------------------------------------
(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)
August 28, 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 the statement [_]. (A fee
is not required only if the reporting 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 on 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. 6085899106 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/Glaser Advisers, on behalf of discretionary accounts
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/Glaser Advisers, on behalf of discretionary accounts -
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
Zweig-DiMenna Partners, L.P.-215,400; Zweig-DiMenna
International Limited - 471,300
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-106,300
Gotham Advisors, Inc., on behalf of discretionary account - 59,000
Zweig/Glaser Advisers, on behalf of discretionary accounts -36,500
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Zweig-DiMenna Partners, L.P.-215,400; Zweig-DiMenna
International Limited - 471,300
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-106,300
Gotham Advisors, Inc., on behalf of discretionary account - 59,000
Zweig/Glaser Advisers, on behalf of discretionary accounts -36,500
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Partners, L.P.-215,400; Zweig-DiMenna
International Limited - 471,300
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account-106,300
Gotham Advisors, Inc., on behalf of discretionary account - 59,000
Zweig/Glaser Advisers, on behalf of discretionary accounts -36,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Total-5.4%
Zweig-DiMenna Partners, L.P. - 1.3%; Zweig-DiMenna International
Limited - 2.9%
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 0.6%
Gotham Advisors, Inc., on behalf of a discretionary account - 0.4%
Zweig/Glaser Advisers, on behalf of discretionary accounts - 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/Glaser Advisers - PN
<PAGE>
SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
Oregon Metallurgical Corporation
530 34th Avenue S.W.
Albany, Oregon 97321;
Common stock, par value $1.00 per share.
ITEM 2 IDENTITY AND BACKGROUND
A. Zweig-DiMenna Partners, L.P.
Zweig-DiMenna Partners, L.P., a New York 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 Partners, L.P.:
1. Zweig-DiMenna Associates LLC, a New York limited liability company, is
the managing general partner of Zweig-DiMenna Partners, 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.,
<PAGE>
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.
<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 Partners 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 Partners, 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
<PAGE>
and director of such corporation, each person controlling such
corporation and each 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 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. He is a Senator
in the Senate of the Commonwealth of The Bahamas.
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. 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 are
the
<PAGE>
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>
E. Zweig/Glaser Advisers is an investment adviser for mutual funds. It is a
partnership organized under the laws of New York. Glaser Corp., a Delaware
corporation controlled by Mr. Eugene J. Glaser, and Zweig Management Corp.,
a Delaware corporation controlled by Dr. Martin E. Zweig, are the general
partners of Zweig/Glaser Advisers. Mr. Glaser is President of Zweig/Glaser
Advisers, Chairman, Chief Executive Officer and Director of Zweig Series
Trust, President and Director of Zweig Securities Corp., President of
Euclid Advisors LLC, and Director of The Zweig Fund, Inc. Reference is made
to Item 2.A.1, above, for information about Dr. Zweig. The principal
business and office address of Zweig/Glaser Advisers, Zweig Management
Corp. and Glaser Corp. is 900 Third Avenue, New York, New York 10022.
None of the above, i.e., Zweig/Glaser Advisers, Glaser Corp., Zweig
Management Corp., Eugene J. Glaser or Martin E. Zweig 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
The securities of Oregon Metallurgical Corporation were purchased at an
aggregate cost of $23,087,660 with the investment capital of Zweig-DiMenna
International Limited, Zweig-DiMenna Partners, L.P., the discretionary
account managed by Zweig-DiMenna International Managers, Inc. (the "ZDIM
Account"), the discretionary account managed by Gotham Advisors, Inc. (the
"Gotham Account") and the discretionary accounts managed by Zweig/Glaser
Advisers (the "Zweig/Glaser Advisers Accounts"). 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 Common Stock (the "Shares") of
Oregon Metallurgical Corporation (the "Company") were executed by Zweig-
DiMenna International Limited, Zweig-DiMenna Partners, L.P., the ZDIM
Account, the Gotham Account and the Zweig/Glaser Advisers Accounts
(collectively, 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
<PAGE>
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 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 International Limited - 471,300
Zweig-DiMenna Partners, L.P. - 215,400
ZDIM Account - 106,300
Gotham Account - 59,000
Zweig/Glaser Advisers Accounts - 36,500
Percent of class beneficially owned:
Zweig-DiMenna International Limited - 2.9%
Zweig-DiMenna Partners, L.P. - 1.3%
ZDIM Account - 0.6%
<PAGE>
Gotham Account - 0.4%
Zweig/Glaser Advisers Accounts - 0.2%
b. Number of shares as to which there is sole power to vote:
Zweig-DiMenna International Limited - 471,300
Zweig-DiMenna Partners, L.P. - 215,400
ZDIM Account - 106,300
Gotham Account - 59,000
Zweig/Glaser Advisers Accounts - 36,500
Number of shares 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
Zweig/Glaser Advisers Accounts - 0
Number of shares as to which there is sole power to dispose or to
direct the disposition:
Zweig-DiMenna International Limited - 471,300
Zweig-DiMenna Partners, L.P. - 215,400
ZDIM Account - 106,300
Gotham Account - 59,000
Zweig/Glaser Advisers Accounts - 36,500
<PAGE>
Number of shares 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/Glaser Advisers Accounts - 0
c. Since June 28, 1997, Zweig-DiMenna International Limited, Zweig-
DiMenna Partners, L.P., the ZDIM Account, the Gotham Account, and the
Zweig/Glaser Advisers Accounts purchased or sold, as indicated, the
Shares on the open market on the following dates and at the following
prices and in the following amounts:
ZWEIG-DIMENNA INTERNATIONAL LIMITED
DATE DESCRIPTION OF TRANSACTION
6/30/97 Purchased 13,800 shares at $27.2750 a share
7/9/97 Purchased 1,400 shares at $27.50 a share
7/10/97 Purchased 12,400 shares at $27.50 a share
7/14/97 Purchased 5,500 shares at $26.75 a share
7/15/97 Purchased 8,300 shares at $26.7083 a share
7/18/97 Purchased 41,500 shares at $25.5833 a share
7/21/97 Purchased 13,800 shares at $24.375 a share
7/22/97 Purchased 27,700 shares at $24.2875 a share
7/23/97 Purchased 27,700 shares at $24.5563 a share
7/24/97 Purchased 13,800 shares at $23.95 a share
7/25/97 Purchased 13,800 shares at $23.75 a share
<PAGE>
7/28/97 Purchased 13,900 shares at $24.325 a share
8/8/97 Purchased 13,900 shares at $24.55 a share
8/13/97 Purchased 9,500 shares at $24.136 a share
8/28/97 Purchased 27,800 shares at $22.30 a share
9/2/97 Purchased 14,000 shares at $21.25 a share
ZWEIG-DIMENNA PARTNERS, L.P.
DATE DESCRIPTION OF TRANSACTION
6/30/97 Purchased 6,200 shares at $27.2750 a share
7/9/97 Purchased 600 shares at $27.50 a share
7/10/97 Purchased 5,600 shares at $27.50 a share
7/14/97 Purchased 2,500 shares at $26.75 a share
7/15/97 Purchased 3,700 shares at $26.7083 a share
7/18/97 Purchased 18,700 shares at $25.5833 a share
7/21/97 Purchased 6,200 shares at $24.375 a share
7/22/97 Purchased 12,500 shares at $24.2875 a share
7/23/97 Purchased 12,500 shares at $24.5563 a share
7/24/97 Purchased 6,200 shares at $23.95 a share
7/25/97 Purchased 6,200 shares at $23.75 a share
7/28/97 Purchased 6,200 shares at $24.325 a share
8/8/97 Purchased 6,200 shares at $24.55 a share
8/13/97 Purchased 4,200 shares at $24.136 a share
8/28/97 Purchased 12,500 shares at $22.30 a share
9/2/97 Purchased 6,200 shares at $21.25 a share
<PAGE>
ZDIM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
6/30/97 Purchased 3,200 shares at $27.2750 a share
7/9/97 Purchased 300 shares at $27.50 a share
7/10/97 Purchased 2,900 shares at $27.50 a share
7/14/97 Purchased 1,300 shares at $26.75 a share
7/15/97 Purchased 1,900 shares at $26.7083 a share
7/18/97 Purchased 9,500 shares at $25.5833 a share
7/21/97 Purchased 3,200 shares at $24.375 a share
7/22/97 Purchased 6,300 shares at $24.2875 a share
7/23/97 Purchased 6,300 shares at $24.5563 a share
7/24/97 Purchased 3,200 shares at $23.95 a share
7/25/97 Purchased 3,200 shares at $23.75 a share
7/28/97 Purchased 3,200 shares at $24.325 a share
8/8/97 Purchased 3,100 shares at $24.55 a share
8/13/97 Purchased 2,100 shares at $24.136 a share
8/28/97 Purchased 6,200 shares at $22.30 a share
9/2/97 Purchased 3,100 shares at $21.25 a share
GOTHAM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
6/30/97 Purchased 1,800 shares at $27.2750 a share
7/9/97 Purchased 200 shares at $27.50 a share
<PAGE>
7/10/97 Purchased 1,600 shares at $27.50 a share
7/14/97 Purchased 700 shares at $26.75 a share
7/15/97 Purchased 1,100 shares at $26.7083 a share
7/18/97 Purchased 5,300 shares at $25.5833 a share
7/21/97 Purchased 1,800 shares at $24.375 a share
7/22/97 Purchased 3,500 shares at $24.2875 a share
7/23/97 Purchased 3,500 shares at $24.5563 a share
7/24/97 Purchased 1,800 shares at $23.95 a share
7/25/97 Purchased 1,800 shares at $23.75 a share
7/28/97 Purchased 1,700 shares at $24.325 a share
8/8/97 Purchased 1,800 shares at $24.55 a share
8/13/97 Purchased 1,200 shares at $24.136 a share
8/28/97 Purchased 3,500 shares at $22.30 a share
9/2/97 Purchased 1,700 shares at $21.25 a share
ZWEIG/GLASER ADVISERS ACCOUNTS
DATE DESCRIPTION OF TRANSACTION
8/13/97 Sold 200 shares at $25.0625 a share
d. Not applicable.
e. Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
<PAGE>
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement among Zweig-DiMenna International
Limited, Zweig-DiMenna Partners, L.P., Zweig-DiMenna International
Managers, Inc., Gotham Advisors, Inc., and Zweig/Glaser Advisers.
<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 5, 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 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
ZWEIG/GLASER ADVISERS
By: /s/ Marc Baltuch
----------------------------------------
Name: Marc Baltuch
Title: First Vice President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT AMONG INVESTORS
This Joint Filing Agreement is entered into this 5th 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
International Managers, Inc., a Delaware corporation, Gotham Advisors, Inc., a
Delaware corporation and Zweig/Glaser Advisers, a New York partnership,
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
Common Stock of Oregon Metallurgical Corporation.
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 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
ZWEIG/GLASER ADVISERS
By: /s/ Marc Baltuch
----------------------------------------
Name: Marc Baltuch
Title: First Vice President
