SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Consolidated Graphics, Inc.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
209341106
(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)
February 10, 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 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. 209341106 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 408,600
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
408,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
408,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.3%
14 TYPE OF REPORTING PERSON*
OO
<PAGE
SCHEDULE 13D
CUSIP No. 209341106 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 408,600
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
408,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
408,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.3%
14 TYPE OF REPORTING PERSON*
PN
<PAGE
SCHEDULE 13D
CUSIP No. 209341106 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 571,700
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
571,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
571,700
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
CUSIP No. 209341106 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 980,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
980,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
980,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE
SCHEDULE 13D
CUSIP No. 209341106 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 980,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
980,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
980,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE
SCHEDULE 13D
CUSIP No. 209341106 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 980,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
980,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
980,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE
SCHEDULE 13D
CUSIP No. 209341106 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 571,700
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
571,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
571,700
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 Page 9 of 17 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.01 par value per share
(the "Common Stock"), issued by Consolidated Graphics, Inc., a Texas
corporation (the "Company"), whose principal executive offices are located at
2210 West Dallas Street, Houston, Texas, 77019.
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 $12,599,282.73, $17,085,599.57 and $1,056,251.78, 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.
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.
<Page
Page 11 of 17 Pages
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 12,439,730
shares outstanding, which is the total number of shares of Common Stock
outstanding
as of January 31, 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 December 31, 1996 (which is the most recent Form
10-Q on file).
As of the close of business on February 19, 1997:
(i) Vinik Partners owns beneficially 408,600 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 539,400
shares (constituting approximately 4.3% of the shares outstanding) held by
Vinik Overseas, and 32,300 shares of Common Stock (constituting
approximately 0.3% of the shares outstanding) held by the Discretionary
Account, which, when aggregated, total 571,700 shares of Common Stock,
constituting approximately 4.6% 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 408,600 shares beneficially owned
by Vinik Partners, the 539,400 shares beneficially owned by Vinik Overseas,
and the 32,300 shares beneficially owned by the Discretionary Account.
Such shares total 980,300 shares of Common Stock, constituting approximately
7.9% 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 408,600 shares beneficially owned by Vinik Partners, which
constitutes 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
539,400 shares beneficially owned by Vinik Overseas and the 32,300 shares
beneficially owned by the Discretionary Account. When the shares beneficially
owned by Vinik Overseas and the Discretionary Account are aggregated they
total 571,700 shares of Common Stock, constituting approximately 4.6% of
the shares outstanding.
(vi) In the aggregate, the Reporting Persons beneficially
own a total of 980,300 shares of Common Stock, constituting approximately
7.9% 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 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 February 10, 1997 until February 19, 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.
(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 20, 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 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)
__________________________________________________________________________
12/24/96 7,400 $25.7500
12/26/96 (7,400) $26.7950
12/27/96 (1,000) $28.4825
01/02/97 22,200 $28.0013
01/02/97 (200) $27.2341
01/13/97 (3,400) $26.8682
01/16/97 (4,200) $26.9691
01/24/97 (25,000) $28.4690
01/27/97 (4,200) $28.4690
01/29/97 (1,900) $30.5055
01/31/97 10,400 $28.3925
02/03/97 16,700 $29.0861
02/04/97 12,200 $29.2407
02/05/97 27,900 $29.6894
02/07/97 12,500 $30.1167
02/10/97 27,900 $32.3649
02/12/97 16,700 $31.0663
02/12/97 11,200 $31.8324
02/13/97 24,900 $31.0485
02/14/97 20,800 $30.0690
02/18/97 33,300 $30.0700
02/19/97 18,200 $30.7682
<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)
__________________________________________________________________________
12/24/96 11,800 $25.7500
12/26/96 (11,800) $26.7950
12/27/97 (1,600) $28.4825
01/02/97 (20,200) $27.9760
01/13/97 (4,600) $26.8682
01/16/97 (5,500) $26.9691
01/24/97 (33,000) $28.4690
01/27/97 (5,500) $28.4690
01/29/97 (2,600) $30.5055
01/31/97 13,700 $28.3925
02/03/97 22,100 $29.0861
02/04/97 16,200 $29.2407
02/05/97 36,900 $29.6894
02/07/97 16,600 $30.1167
02/10/97 36,900 $32.3649
02/12/97 22,000 $31.0663
02/12/97 14,900 $31.8324
02/13/97 33,100 $31.0485
02/14/97 27,500 $30.0690
02/18/97 44,000 $30.0700
02/19/97 24,300 $30.7682
<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)
__________________________________________________________________________
12/24/96 800 $25.7500
12/26/96 (800) $26.7950
01/02/97 (2,600) $27.9988
01/13/97 (300) $26.8682
01/16/97 (300) $26.9691
01/24/97 (2,000) $28.4690
01/27/97 (300) $28.4690
01/29/97 (200) $30.5055
01/31/97 900 $28.3925
02/03/97 1,400 $29.0861
02/04/97 900 $29.2407
02/05/97 2,200 $29.6894
02/07/97 900 $30.1167
02/10/97 2,200 $32.3649
02/12/97 1,300 $31.0663
02/12/97 900 $31.8324
02/13/97 2,000 $31.0485
02/14/97 1,700 $30.0690
02/18/97 2,700 $30.0700
02/19/97 1,500 $30.7682
<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 20, 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
