SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Xylan Corporation
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
984151100
(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)
January 30, 1998
(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
CUSIP No. 984151100 Page 2 of 17 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 1,135,600
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,135,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,135,600
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
CUSIP No. 984151100 Page 3 of 17 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 1,135,600
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,135,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,135,600
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
CUSIP No. 984151100 Page 4 of 17 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 1,600,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,600,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,600,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 984151100 Page 5 of 17 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 2,735,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,735,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,735,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 984151100 Page 6 of 17 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 2,735,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,735,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,735,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 984151100 Page 7 of 17 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 2,735,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,735,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,735,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 984151100 Page 8 of 17 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 1,600,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,600,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,600,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.7%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D Page 9 of 17 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $0.001 par value per
share (the "Common Stock"), issued by Xylan Corporation, a California
corporation (the "Company"), whose principal executive offices are
located at 26707 West Agoura Road, Calabasas, California 91302.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) Vinik Partners, L.P., a
Delaware limited partnership ("Vinik Partners"), with respect to shares
of Common Stock beneficially owned by it, (ii) Vinik Asset Management,
L.P., a Delaware limited partnership ("VAM LP"), with respect to shares
of Common Stock beneficially owned by Vinik Overseas Fund, Ltd., a
Cayman Islands company ("Vinik Overseas"), as well as shares of Common
Stock held in another discretionary account (the "Discretionary
Account") managed by VAM LP, (iii) Jeffrey N. Vinik, Michael S. Gordon
and Mark D. Hostetter with respect to shares of Common Stock
beneficially owned by Vinik Partners, Vinik Overseas, and the
Discretionary Account; (iv) VGH Partners, L.L.C., a Delaware limited
liability company ("VGH"), with respect to shares of Common Stock
beneficially owned by Vinik Partners; and (v) Vinik Asset Management,
L.L.C., a Delaware limited liability company ("VAM LLC"), with respect
to shares of Common Stock beneficially owned by Vinik Overseas and the
Discretionary Account. The foregoing persons are hereinafter sometimes
referred to collectively as the "Reporting Persons". Any disclosures
herein with respect to persons other than the Reporting Persons are made
on information and belief after making inquiry to the appropriate party.
The general partner of Vinik Partners is VGH. The general partner
of VAM LP is VAM LLC. Mr. Vinik is the senior managing member, and
Messrs. Gordon and Hostetter are managing members, of VGH and VAM LLC.
(b) The business address of each of the Reporting Persons is 260
Franklin Street, Boston, Massachusetts 02110. The business address of
Vinik Overseas is c/o Citco Fund Services (Cayman Islands) Ltd., West
Bay Road, Grand Cayman, Cayman Islands.
(c) The principal business of Vinik Partners is that of a
private investment firm engaging in the purchase and sale of securities
for investment for its own account. The principal business of VAM LP is
that of an investment adviser engaging in the purchase and sale of
securities for investment on behalf of Vinik Overseas and the
Discretionary Account. The principal business VGH and VAM LLC is that
of acting as the general partner of Vinik Partners and VAM LP,
respectively. The principal occupation of Mr. Vinik is serving as the
senior managing member of VGH and VAM LLC. The principal occupation of
Messrs. Gordon and Hostetter is serving as managing members of VGH and
VAM LLC.
(d) None of the persons referred to in paragraph (a) above has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
<PAGE>
Page 10 of 17 Pages
(e) None of the persons referred to in paragraph (a) above has,
during the last five years, 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.
(f) Messrs. Vinik, Gordon and Hostetter are United States
citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of the
shares of Common Stock held by Vinik Partners, Vinik Overseas and the
Discretionary Account is $22,205,696.96, $29,546,201.18 and
$1,740,870.49, respectively.
The shares of Common Stock purchased by Vinik Partners were
purchased with the investment capital of the entity. The shares of
Common Stock purchased on behalf of Vinik Overseas and the Discretionary
Account were purchased with their investment capital.
The shares of Common Stock beneficially owned by Vinik Partners,
Vinik Overseas and the Discretionary Account are held in margin accounts
maintained at Morgan Stanley & Co. Incorporated, which accounts may from
time to time have debit balances. Since other securities are held in
such margin accounts, it is not possible to determine the amounts, if
any, of margin used with respect to the shares of Common Stock
purchased. Currently, the interest rate charged on such various margin
accounts is approximately 6.0% per annum.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons acquired the shares of Common Stock for
investment purposes, and the Reporting Persons intend to evaluate the
performance of such securities as an investment in the ordinary course
of business. The Reporting Persons pursue an investment objective that
seeks capital appreciation. In pursuing this investment objective, the
Reporting Persons analyze the operations, capital structure and markets
of companies in which they invest, including the Company, on a
continuous basis through analysis of documentation and discussions with
knowledgeable industry and market observers and with representatives of
such companies (often at the invitation of management).
Each Reporting Person will continuously assess the Company's
business, financial condition, results of operations and prospects,
general economic conditions, the securities markets in general and those
for the Company's securities in particular, other developments and other
investment opportunities. Depending on such assessments, one or more of
the Reporting Persons may acquire additional shares of Common Stock or
may determine to sell or otherwise dispose of all or some of its
holdings of shares of Common Stock. Such actions will depend upon a
variety of factors, including, without limitation, current and
anticipated future trading prices for such Common Stock, the financial
condition, results of operations and prospects of the Company, alternate
investment opportunities, and general economic, financial market and
industry conditions.
<PAGE>
Page 11 of 17 Pages
None of the Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
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
42,767,424 shares outstanding, which is the total number of shares of
Common Stock outstanding as of September 30, 1997, as reflected in the
Company's quarterly report on Form 10-Q filed with the Securities and
Exchange Commission (the "Commission") for the fiscal quarter ended
September 30, 1997 (which is the most recent Form 10-Q on file).
As of the close of business on February 6, 1998:
(i) Vinik Partners owns beneficially 1,135,600 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
1,511,300 shares (constituting approximately 3.5% of the shares
outstanding) held by Vinik Overseas, and 89,000 shares of Common Stock
(constituting approximately 0.2% of the shares outstanding) held by the
Discretionary Account, which, when aggregated, total 1,600,300 shares of
Common Stock, constituting approximately 3.7% of the shares outstanding.
(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 1,135,600
shares beneficially owned by Vinik Partners, the 1,511,300 shares
beneficially owned by Vinik Overseas, and the 89,000 shares beneficially
owned by the Discretionary Account. Such shares total 2,735,900 shares
of Common Stock, constituting approximately 6.4% 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 1,135,600 shares beneficially owned by Vinik
Partners, which constitutes 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 1,511,300 shares beneficially owned by Vinik Overseas
and the 89,000 shares beneficially owned by the Discretionary Account.
When the shares beneficially owned by Vinik Overseas and the
Discretionary Account are aggregated they total 1,600,300 shares of
Common Stock, constituting approximately 3.7% of the shares outstanding.
(vi) In the aggregate, the Reporting Persons beneficially
own a total of 2,735,900 shares of Common Stock, constituting
approximately 6.4% of the shares outstanding.
<PAGE>
Page 12 of 17 Pages
(b) Vinik Partners has the power to dispose of and the power
to vote the shares of Common Stock beneficially owned by it, which power
may be exercised by its general partner, VGH. Each of Vinik Overseas
and the Discretionary Account is a party to an investment management
agreement with VAM LP pursuant to which VAM LP has investment authority
with respect to securities held in such account. Such authority
includes the power to dispose of and the power to vote securities held
in such accounts. Such power may be exercised by VAM LP's general
partner, VAM LLC. Jeffrey N. Vinik, as the senior managing member of
VGH and VAM LLC, and Messrs. Gordon and Hostetter, as managing members
thereof, have shared power to dispose of and shared power to vote the
Common Stock held by other Reporting Persons.
(c) The trade 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 January 30, 1998 until February 6, 1998
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. All such
transactions were open market transactions effected on the over-the-
counter market.
(d) No person other than each respective record owner of
shares of Common Stock referred to herein is known to have the right to
receive or the power to direct the receipt of dividends from or the
proceeds of sale of such shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2
hereof or between such persons and any other person with respect to any
securities of the Company including but not limited to transfer or
voting of any other securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, divisions of
profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint
acquisition statements as required by Rule 13d-1(f)(1) of the Act.
<PAGE>
Page 13 of 17 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: February 9, 1998 /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 14 of 17 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)
________________________________________________________________________
12/01/97 41,500 $21.1406
12/03/97 100,900 20.3763
12/03/97 11,400 21.0058
12/04/97 800 21.0200
01/30/98 67,000 18.4885
01/30/98 21,000 18.4612
01/30/98 86,900 18.1278
02/02/98 61,900 18.8196
02/06/98 10,300 19.3750
<PAGE>
Page 15 of 17 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)
________________________________________________________________________
12/01/97 55,200 $21.1406
12/03/97 133,900 20.3763
12/03/97 15,000 21.0058
12/04/97 1,200 21.0200
01/30/98 90,400 18.4885
01/30/98 28,400 18.4612
01/30/98 117,200 18.1278
02/02/98 83,400 18.8196
02/06/98 13,900 19.3750
<PAGE>
Page 16 of 17 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)
________________________________________________________________________
12/01/97 3,300 $21.1406
12/03/97 8,000 20.3763
12/03/97 800 21.0058
01/30/98 5,100 18.4885
01/30/98 1,600 18.4612
01/30/98 6,700 18.1278
02/02/98 4,700 18.8196
02/06/98 800 19.3750
<PAGE>
Page 17 of 17 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(F)1
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D, as amended, is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on
Schedule 13D, as amended, shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it
knows or has reason to believe that such information is inaccurate.
DATED: February 9, 1998 /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
