SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
BTG, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
05576J101
(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)
March 17, 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/A
CUSIP No. 05576J101 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 236,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
236,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
236,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.8%
14 TYPE OF REPORTING PERSON*
OO
<PAGE
SCHEDULE 13D/A
CUSIP No. 05576J101 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 236,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
236,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
236,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.8%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 05576J101 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 329,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
329,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
329,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE
SCHEDULE 13D/A
CUSIP No. 05576J101 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 565,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
565,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
565,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE
SCHEDULE 13D/A
CUSIP No. 05576J101 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 565,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
565,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
565,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE
SCHEDULE 13D/A
CUSIP No. 05576J101 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 565,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
565,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
565,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE
SCHEDULE 13D/A
CUSIP No. 05576J101 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 329,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
329,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
329,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.9%
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 December 12, 1996 by the undersigned (the "Schedule 13D") with
respect to the common stock with no par value per share (the "Common Stock"),
issued by BTG, Inc., a Virginia 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 $1,664,070.71, $1,256,458.80 and
$82,458.14, 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 8,414,451
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 March 17, 1997:
(i) Vinik Partners owns beneficially 236,000 shares of Common
Stock, constituting approximately 2.8% 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 310,900
shares (constituting approximately 3.7% of the shares outstanding) held by
Vinik Overseas, and 18,300 shares of Common Stock (constituting approximately
0.2% of the shares outstanding) held by the Discretionary Account, which, when
aggregated, total 329,200 shares of Common Stock, constituting approximately
3.9% 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 236,000 shares beneficially owned
by Vinik Partners, the 310,900 shares beneficially owned by Vinik Overseas,
and the 18,300 shares beneficially owned by the Discretionary Account. Such
shares total 565,200 shares of Common Stock, constituting approximately 6.7%
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 236,000 shares beneficially owned by Vinik Partners,
constituting approximately 2.8% 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
310,900 shares beneficially owned by Vinik Overseas and the 18,300 shares
beneficially owned by the Discretionary Account. When the shares beneficially
owned by Vinik Overseas and the Discretionary Account are aggregated they
total 329,200 shares of Common Stock, constituting approximately 3.9% of the
shares outstanding.
(vi) In the aggregate, the Reporting Persons beneficially
own a total of 565,200 shares of Common Stock, constituting approximately
6.7% 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 March 17, 1997 up to and including March 17, 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: March 18, 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)
__________________________________________________________________________
01/24/97 (11,400) $22.5901
01/27/97 (4,200) $22.2493
01/28/97 (4,500) $22.8442
01/28/97 (8,300) $22.4992
02/06/97 (1,900) $21.4693
02/07/97 (6,300) $21.4776
02/10/97 (800) $21.3443
02/11/97 (800) $21.0943
02/12/97 (2,400) $20.8969
02/18/97 (1,700) $20.0943
02/20/97 (2,200) $19.6120
02/24/97 (400) $19.4694
02/25/97 (4,200) $19.3522
02/26/97 (2,500) $19.4993
03/13/97 (1,600) $20.9713
03/17/97 (2,900) $19.9725
<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)
__________________________________________________________________________
01/24/97 (15,200) $22.5901
01/27/97 (5,500) $22.2493
01/28/97 (6,000) $22.8442
01/28/97 (11,000) $22.4992
02/06/97 (2,600) $21.4693
02/07/97 (8,200) $21.4776
02/10/97 (1,100) $21.3443
02/11/97 (1,100) $21.0943
02/12/97 (3,100) $20.8969
02/18/97 (2,200) $20.0943
02/20/97 (2,900) $19.6120
02/24/97 (600) $19.4694
02/25/97 (5,500) $19.3490
02/26/97 (3,300) $19.4993
03/13/97 (2,200) $20.9713
03/17/97 (3,800) $19.9725
<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)
__________________________________________________________________________
01/24/97 (900) $22.5901
01/27/97 (300) $22.2493
01/28/97 (400) $22.8442
01/28/97 (700) $22.4992
02/06/97 (100) $21.4693
02/07/97 (500) $21.4776
02/10/97 (100) $21.3443
02/11/97 (100) $21.0943
02/12/97 (200) $20.8969
02/18/97 (100) $20.0943
02/20/97 (200) $19.6121
02/25/97 (300) $19.3227
02/26/97 (200) $19.4994
03/13/97 (200) $20.9713
03/17/97 (300) $19.9725
