SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Pacific Sunwear of California, Inc.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
694873100
(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. 694873100 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 269,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
269,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
269,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.3%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D/A
CUSIP No. 694873100 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 269,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
269,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
269,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.3%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 694873100 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 375,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
375,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
375,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.6%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 694873100 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 645,100
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
645,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
645,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 694873100 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 645,100
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
645,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
645,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 694873100 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 645,100
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
645,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
645,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 694873100 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 375,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
375,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
375,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.6%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
13D/A Page 9 of 14 Pages
This Amendment No. 1 amends the statement on Schedule 13D which was
filed on November 25, 1996 by the undersigned (the "Schedule 13D")
with respect to the common stock, $.01 par value per share (the "Common
Stock"), issued by Pacific Sunwear of California, Inc., a California
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 $1,646,831.28, $1,130,103.10 and
$72,520.22, 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 8,109,188
shares outstanding, which is the total number of shares of Common Stock
outstanding as of March 19, 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 February 2, 1997 (which is the
most recent Form 10-K or Form 10-Q on file).
As of the close of business on April 9, 1997:
(i) Vinik Partners owns beneficially 269,200 shares of Common
Stock, constituting approximately 3.3% 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 354,800
shares (constituting approximately 4.4% of the shares outstanding) held by
Vinik Overseas, and 21,100 shares of Common Stock (constituting
approximately 0.3% of the shares outstanding) held by the Discretionary
Account, which, when aggregated, total 375,900 shares of Common Stock,
constituting approximately 4.6% 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 269,200 shares beneficially owned
by Vinik Partners, the 354,800 shares beneficially owned by Vinik Overseas,
and the 21,100 shares beneficially owned by the Discretionary Account.
Such shares total 645,100 shares of Common Stock, constituting approximately
8.0% 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 269,200 shares beneficially owned by Vinik Partners,
constituting approximately 3.3% 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
354,800 shares beneficially owned by Vinik Overseas and the 21,100 shares
beneficially owned by the Discretionary Account. When the shares beneficially
owned by Vinik Overseas and the Discretionary Account are aggregated they
total 375,900 shares of Common Stock, constituting approximately 4.6% of
the shares outstanding.
(vi) In the aggregate, the Reporting Persons beneficially
own a total of 645,100 shares of Common Stock, constituting approximately
8.0% 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)
__________________________________________________________________________
03/27/97 (8,400) $33.7209
03/31/97 (20,900) $32.8739
04/03/97 (6,100) $32.2277
04/04/97 (10,400) $33.6324
04/09/97 (18,700) $34.2489
<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)
__________________________________________________________________________
03/27/97 (11,000) $33.7209
03/31/97 (27,500) $32.8739
04/03/97 (8,000) $32.2277
04/04/97 (13,800) $33.6324
04/09/97 (24,700) $34.2489
<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)
__________________________________________________________________________
03/27/97 (600) $33.7209
03/31/97 (1,600) $32.8739
04/03/97 (500) $32.2277
04/04/97 (800) $33.6324
04/09/97 (1,600) $34.2489
