-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EUNuZhSD7SIvKE3/3LXNEKUNiShq3G6oYaCs6tQvjBJ4kw5qA4PLALzPFK1XTR1Z fZgH+AB44oFsAHsS+nFffA== 0000940180-97-000477.txt : 19970520 0000940180-97-000477.hdr.sgml : 19970520 ACCESSION NUMBER: 0000940180-97-000477 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970516 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC SUNWEAR OF CALIFORNIA INC CENTRAL INDEX KEY: 0000874841 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 953759463 STATE OF INCORPORATION: CA FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43015 FILM NUMBER: 97610183 BUSINESS ADDRESS: STREET 1: 5037 E HUNTER AVE CITY: ANAHEIM STATE: CA ZIP: 92807 BUSINESS PHONE: 7146938066 MAIL ADDRESS: STREET 1: 5037 E HUNTER AVENUE CITY: ANAHEIM STATE: CA ZIP: 92807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZWEIG DIMENNA PARTNERS L P CENTRAL INDEX KEY: 0000740450 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133185100 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127559860 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D --------------------------- OMB APPROVAL --------------------------- OMB number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response... 14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4 )* ----- Pacific Sunwear of California, Inc. ------------------------------------------------------------- (Name of Issuer) Common Stock --------------------------------------------------- (Title of Class of Securities) 694873100 ----------------------------------------- (CUSIP Number) Stuart Panish, c/o Zweig-DiMenna Associates LLC, 900 Third Avenue, New York, New York 10022 (212) 451-1100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 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 this statement [_]. (A fee is not required only if the filing 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 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 the purpose 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). SCHEDULE 13D CUSIP NO. 694873100 Page 2 of __ Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zweig-DiMenna Partners, L.P., Zweig-DiMenna International Limited Zweig-DiMenna International Managers, Inc., on behalf of a discretionary account Gotham Advisors, Inc., on behalf of a discretionary account 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Zweig-DiMenna Partners, L.P.-New York, Zweig-DiMenna International Limited - British Virgin Islands Zweig-DiMenna International Managers, Inc., on behalf of a discretionary account - Delaware Gotham Advisors, Inc., on behalf of a discretionary account - Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER Zweig-DiMenna Partners, L.P. - 117,100; Zweig-DiMenna International Limited - 242,500 Zweig-DiMenna International Managers, Inc., on behalf of a discretionary account - 55,550 Gotham Advisors, Inc., on behalf of a discretionary account - 26,750 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER Zweig-DiMenna Partners, L.P. - 117,100; Zweig-DiMenna International Limited - 242,500 Zweig-DiMenna International Managers, Inc., on behalf of a discretionary account - 55,550 Gotham Advisors, Inc., on behalf of a discretionary account - 26,750 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Zweig-DiMenna Partners, L.P. - 117,100; Zweig-DiMenna International Limited - 242,500 Zweig-DiMenna International Managers, Inc., on behalf of a discretionary account - 55,550 Gotham Advisors, Inc., on behalf of a discretionary account - 26,750 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 INCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 Total - 5.4% Zweig-DiMenna Partners, L.P. - 1.40%; Zweig-DiMenna International Limited - 3.0% Zweig-DiMenna International Managers, Inc., on behalf of a discretionary account - 0.7% Gotham Advisors, Inc., on behalf of a discretionary account - 0.3% 14 TYPE OF REPORTING PERSON* Zweig-DiMenna Partners, L.P. - PN Zweig-DiMenna International Limited - CO Zweig-DiMenna International Managers, Inc. - CO Gotham Advisors, Inc. - CO SCHEDULE 13D - AMENDMENT NO. 4 Zweig-DiMenna International Limited, Zweig-DiMenna Partners, L.P., Zweig- DiMenna International Managers, Inc. and Gotham Advisors, Inc. hereby amend the Schedule 13D, filed with respect to shares of common stock, par value $.01 per share ("Shares") of Pacific Sunwear of California, Inc. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS The first sentence of Item 3 is amended to read as follows: "The securities of Pacific Sunwear of California, Inc. were purchased at an aggregate cost of $7,535,106 with the investment capital of Zweig-DiMenna International Limited, Zweig-DiMenna Partners, L.P., the discretionary account managed by Zweig-DiMenna International Managers, Inc. (the "ZDIM Account") and the discretionary account managed by Gotham Advisors, Inc. (the "Gotham Account")." ITEM 5 INTEREST IN SECURITIES OF THE ISSUER The answer to Item 5 is amended to read as follows: a. Aggregate number of shares beneficially owned: Zweig-DiMenna International Limited - 242,500 Zweig-DiMenna Partners, L.P. - 117,100 ZDIM Account - 55,550 Gotham Account - 26,750 Percent of class beneficially owned: Zweig-DiMenna International Limited - 3.0% Zweig-DiMenna Partners, L.P. - 1.4% ZDIM Account - 0.7% Gotham Account - 0.3% b. Number of shares as to which there is sole power to vote: Zweig-DiMenna International Limited - 242,500 Zweig-DiMenna Partners, L.P. - 17,100 ZDIM Account - 55,550 Gotham Account - 26,750 Number of shares as to which there is shared power to vote or to direct the vote: Zweig-DiMenna International Limited - 0 Zweig-DiMenna Partners, L.P. - 0 ZDIM Account - 0 Gotham Account - 0 Number of shares as to which there is sole power to dispose or to direct the disposition: Zweig-DiMenna International Limited - 242,500 Zweig-DiMenna Partners, L.P. - 117,100 ZDIM Account - 55,550 Gotham Account - 26,750 Number of shares as to which there is shared power to dispose or to direct the disposition: Zweig-DiMenna International Limited - 0 Zweig-DiMenna Partners, L.P. - 0 ZDIM Account - 0 Gotham Account - 0 c. Since March 13, 1997, Zweig-DiMenna International Limited, Zweig- DiMenna Partners, L.P., the ZDIM Account and the Gotham Account purchased or sold the Shares on the open market on the following dates and at the following prices and in the following amounts: ZWEIG-DIMENNA INTERNATIONAL LIMITED DATE DESCRIPTION OF TRANSACTION 4/23/97 Purchased 5,500 shares at $29.8125 a share 4/29/97 Purchased 16,400 shares at $27.8125 a share 4/30/97 Purchased 8,200 shares at $29.1667 a share 5/5/97 Sold 8,200 shares at $34.50 a share 5/6/97 Sold 27,500 shares at $34.30 a share 5/8/97 Sold 5,500 shares at $32.00 a share 5/9/97 Sold 19,200 shares at $32.0357 a share 5/12/97 Sold 11,800 shares at $34.00 a share 5/13/97 Sold 6,800 shares at $34.10 a share 5/14/97 Sold 68,600 shares at $34.5760 a share 5/15/97 Sold 41,200 shares at $34.6333 a share ZWEIG-DIMENNA PARTNERS, L.P. DATE DESCRIPTION OF TRANSACTION 4/23/97 Purchased 2,600 shares at $29.8125 a share 4/29/97 Purchased 7,900 shares at $27.8125 a share 4/30/97 Purchased 4,000 shares at $29.1667 a share 5/5/97 Sold 4,000 shares at $34.50 a share 5/6/97 Sold 13,200 shares at $34.30 a share 5/8/97 Sold 2,600 shares at $32.00 a share 5/9/97 Sold 9,300 shares at $32.0357 a share 5/12/97 Sold 5,700 shares at $34.00 a share 5/13/97 Sold 3,300 shares at $34.10 a share 5/14/97 Sold 33,100 shares at $34.5760 a share 5/15/97 Sold 19,900 shares at $34.6333 a share ZDIM ACCOUNT DATE DESCRIPTION OF TRANSACTION 4/23/97 Purchased 1,200 shares at $29.8125 a share 4/29/97 Purchased 3,700 shares at $27.8125 a share 4/30/97 Purchased 1,800 shares at $29.1667 a share 5/5/97 Sold 1,900 shares at $34.50 a share 5/6/97 Sold 6,300 shares at $34.30 a share 5/8/97 Sold 1,300 shares at $32.00 a share 5/9/97 Sold 4,400 shares at $32.0357 a share 5/12/97 Sold 2,700 shares at $34.00 a share 5/13/97 Sold 1,600 shares at $34.10 a share 5/14/97 Sold 15,700 shares at $34.5760 a share 5/15/97 Sold 9,400 shares at $34.6333 a share GOTHAM ACCOUNT DATE DESCRIPTION OF TRANSACTION 4/23/97 Purchased 700 shares at $29.8125 a share 4/29/97 Purchased 2,000 shares at $27.8125 a share 4/30/97 Purchased 1,000 shares at $29.1667 a share 5/5/97 Sold 900 shares at $34.50 a share 5/6/97 Sold 3,000 shares at $34.30 a share 5/8/97 Sold 600 shares at $32.00 a share 5/9/97 Sold 2,100 shares at $32.0357 a share 5/12/97 Sold 1,300 shares at $34.00 a share 5/13/97 Sold 800 shares at $34.10 a share 5/14/97 Sold 7,600 shares at $34.5760 a share 5/15/97 Sold 4,500 shares at $34.6333 a share d. Not Applicable. e. Not Applicable SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 16, 1997 ZWEIG-DiMENNA INTERNATIONAL LIMITED By: Zweig-DiMenna International Managers, Inc., Investment Manager By: /s/ Joseph A. DiMenna ----------------------------------- Name: Joseph A. DiMenna Title: Executive Vice President ZWEIG-DiMENNA PARTNERS, L.P. By: Zweig-DiMenna Associates LLC, Managing General Partner By: /s/ Joseph A. DiMenna ----------------------------------- Name: Joseph A. DiMenna Title: A Managing Director of the Managing General Partner ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC. By: /s/ Joseph A. DiMenna ----------------------------------- Name: Joseph A. DiMenna Title: Executive Vice President GOTHAM ADVISORS, INC. By: /s/ Joseph A. DiMenna ----------------------------------- Name: Joseph A. DiMenna Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----