SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
The Morningstar Group Inc.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
617698105
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
April 9, 1996
(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 the 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 purposes 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/A
CUSIP No. 617698105 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VGH Partners, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 393,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
393,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
393,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.7%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D/A
CUSIP No. 617698105 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 393,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
393,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
393,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 617698105 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Asset Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 548,600
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
548,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
548,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.8%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 617698105 Page 5 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey N. Vinik
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 941,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
941,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
941,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 617698105 Page 6 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael S. Gordon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 941,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
941,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
941,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 617698105 Page 7 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark D. Hostetter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 941,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
941,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
941,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 617698105 Page 8 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Asset Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 548,600
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
548,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
548,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.8%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
13D/A Page 9 of 14 Pages
This Amendment No. 2 amends the statement on Schedule 13D which was
filed on December 13, 1996 by the undersigned and amended by Amendment No. 1
on January 2, 1997 (as amended, the "Schedule 13D") with respect to the
common stock, $.01 par value per share (the "Common Stock"), issued by The
Morningstar Group Inc., a Delaware corporation (the "Company"). Capitalized
terms used herein and not otherwise defined in this Amendment have the
meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
* * *
Item 3 is hereby supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of the shares
of Common Stock purchased by Vinik Partners, Vinik Overseas and the
Discretionary Account since the filing of Schedule 13D is $1,755,544.25,
$947,031.25 and $53,668.75 respectively.
* * *
The following paragraph of Item 5 is hereby amended and restated as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on 14,548,443
shares outstanding, which is the total number of shares of Common Stock
outstanding as of February 28, 1997, as reflected in the Company's annual
report on Form 10-K filed with the Securities and Exchange Commission (the
"Commission") for the fiscal year ended December 31, 1996 (which is the
most recent Form 10-K on file).
As of the close of business on April 9, 1997:
(i) Vinik Partners owns beneficially 393,300 shares of Common
Stock, constituting approximately 2.7% of the shares outstanding.
(ii) VAM LP owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the "Act"), VAM LP may be deemed to own beneficially
518,000 shares (constituting approximately 3.6% of the shares outstanding)
held by Vinik Overseas, and 30,600 shares of Common Stock (constituting
approximately 0.2% of the shares outstanding) held by the Discretionary
Account, which, when aggregated, total 548,600 shares of Common Stock,
constituting approximately 3.8% of the shares outstanding.
<PAGE>
Page 10 of 14 Pages
(iii) Messrs. Vinik, Gordon and Hostetter each directly owns
no shares of Common Stock. By reason of the provisions of Rule 13d-3 of the
Act, each may be deemed to beneficially own the 393,300 shares beneficially
owned by Vinik Partners, the 518,000 shares beneficially owned by Vinik
Overseas, and the 30,600 shares beneficially owned by the Discretionary
Account. Such shares total 941,900 shares of Common Stock, constituting
approximately 6.5% of the shares outstanding.
(iv) VGH owns directly no shares of Common Stock. By reason
of the provisions of Rule 13d-3 of the Act, VGH may be deemed to own
beneficially the 393,300 shares beneficially owned by Vinik Partners,
constituting approximately 2.7% of the shares outstanding.
(v) VAM LLC owns directly no shares of Common Stock. By
reasons of the provisions of Rule 13d-3 of the Act, VAM LLC may be deemed to
own the 518,000 shares beneficially owned by Vinik Overseas and the 30,600
shares beneficially owned by the Discretionary Account. When the shares
beneficially owned by Vinik Overseas and the Discretionary Account are
aggregated they total 548,600 shares of Common Stock, constituting
approximately 3.8% of the shares outstanding.
(vi) In the aggregate, the Reporting Persons beneficially
own a total of 941,900 shares of Common Stock, constituting approximately
6.5% of the shares outstanding.
* * *
The following paragraph of Item 5 is hereby supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(c) The trading dates, number of shares of Common Stock purchased
or sold and price per share for all transactions in the Common Stock from
the 60th day prior to April 9, 1997 up to and including April 9, 1997 by
Vinik Partners and by VAM LP, on behalf of Vinik Overseas and the
Discretionary Account, are set forth in Schedules A, B and C.
<PAGE>
Page 11 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: April 10, 1997 /s/ Jeffrey N. Vinik,
JEFFREY N. VINIK, individually
and as senior managing member of
VGH Partners, L.L.C., on behalf
of VINIK PARTNERS, L.P.
/s/ Jeffrey N. Vinik
Jeffrey N. Vinik, as senior managing
member of Vinik Asset Management, L.L.C.,
on behalf of VINIK ASSET MANAGEMENT, L.P.
/s/ Jeffrey N. Vinik
Jeffrey N. Vinik, as senior managing
member of VGH PARTNERS, L.L.C. and
VINIK ASSET MANAGEMENT, L.L.C.
/s/ Michael S. Gordon, individually
MICHAEL S. GORDON
/s/ Mark D. Hostetter, individually
MARK D. HOSTETTER
<PAGE>
Page 12 of 14 Pages
Schedule A
Vinik Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
__________________________________________________________________________
02/11/97 4,200 $23.6250
02/12/97 8,400 $23.7500
02/24/97 (2,000) $22.6242
02/25/97 (2,100) $22.4992
02/28/97 (4,200) $22.7317
03/11/97 (4,200) $20.9993
03/12/97 (4,100) $19.9993
03/13/97 (6,300) $19.7493
03/14/97 (50,000) $19.5514
03/17/97 (1,200) $19.4994
04/09/97 (47,500) $20.4456
<PAGE>
Page 13 of 14 Pages
Schedule B
Vinik Asset Management, L.P.
on behalf of
Vinik Overseas Fund, Ltd.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
__________________________________________________________________________
02/11/97 5,500 $23.6250
02/12/97 11,000 $23.7500
02/24/97 (2,800) $22.6242
02/25/97 (2,700) $22.4992
02/28/97 (5,500) $22.7317
03/11/97 (5,500) $20.9993
03/12/97 (5,500) $19.9993
03/13/97 (8,200) $19.7493
03/14/97 (66,000) $19.5514
03/17/97 (1,600) $19.4993
04/09/97 (62,500) $20.4456
<PAGE>
Page 14 of 14 Pages
Schedule C
Vinik Asset Management, L.P.
on behalf of the
Discretionary Account
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
__________________________________________________________________________
02/11/97 300 $23.6250
02/12/97 600 $23.7500
02/24/97 (200) $22.6243
02/25/97 (200) $22.4993
02/28/97 (300) $22.7317
03/11/97 (300) $20.9993
03/12/97 (400) $19.9993
03/13/97 (500) $19.7493
03/14/97 (4,000) $19.5514
03/17/97 (200) $19.4994
04/09/97 (3,700) $20.4456
