-----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, HATGXrTu3WEA56zl2Mn9RDAWCFf3u5Y5XftraihFUaanGapfYM6k0Hh6O7EBWIUs jatmhHTvPkhEX0ooWhhoJw== 0000902664-97-000135.txt : 19970325 0000902664-97-000135.hdr.sgml : 19970325 ACCESSION NUMBER: 0000902664-97-000135 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970324 SROS: NYSE GROUP MEMBERS: JEFFREY N. VINIK GROUP MEMBERS: MARK D. HOSTETTER GROUP MEMBERS: MICHAEL S. GORDON GROUP MEMBERS: VGH PARTNERS L L C GROUP MEMBERS: VGH PARTNERS, L.L.C. GROUP MEMBERS: VINIK ASSET MANAGEMENT, L.L.C. GROUP MEMBERS: VINIK ASSET MANAGEMENT, L.P. GROUP MEMBERS: VINIK PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONVERSE INC CENTRAL INDEX KEY: 0000716934 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 041419731 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48037 FILM NUMBER: 97561608 BUSINESS ADDRESS: STREET 1: ONE FORDHAM RD CITY: NORTH READING STATE: MA ZIP: 01864 BUSINESS PHONE: 5086641100 MAIL ADDRESS: STREET 1: ONE FORDHAM ROAD CITY: NORTH READING STATE: MA ZIP: 01864 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VGH PARTNERS L L C CENTRAL INDEX KEY: 0001027145 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 260 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172045400 MAIL ADDRESS: STREET 1: 260 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 Converse Inc. (Name of Issuer) Common Stock, Par Value $1.00 (Title of Class of Securities) 212540108 (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 21, 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). SCHEDULE 13D/A CUSIP No. 212540108 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 431,200 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 431,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 431,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D/A CUSIP No. 212540108 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 431,200 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 431,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 431,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D/A CUSIP No. 212540108 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 603,600 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 603,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 603,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D/A CUSIP No. 212540108 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 1,034,800 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,034,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,034,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D/A CUSIP No. 212540108 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 1,034,800 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,034,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,034,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D/A CUSIP No. 212540108 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 1,034,800 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,034,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,034,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D/A CUSIP No. 212540108 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 603,600 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 603,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 603,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% 14 TYPE OF REPORTING PERSON* OO 13D/A Page 9 of 14 Pages This Amendment No. 2 amends the statement on Schedule 13D which was filed on January 27, 1997 by the undersigned and amended by Amendment No. 1 on March 4, 1997 (as amended, the "Schedule 13D") with respect to the common stock, $1.00 par value per share (the "Common Stock"), issued by Converse Inc., a Delaware 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. * * * 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 16,772,156 shares outstanding, which is the total number of shares of Common Stock outstanding as of September 28, 1996, 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 28, 1996 (which is the most recent Form 10-Q on file). As of the close of business on March 21, 1997: (i) Vinik Partners owns beneficially 431,200 shares of Common Stock, constituting approximately 2.6% 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 569,800 shares (constituting approximately 3.4% of the shares outstanding) held by Vinik Overseas, and 33,800 shares of Common Stock (constituting approximately 0.2% of the shares outstanding) held by the Discretionary Account, which, when aggregated, total 603,600 shares of Common Stock, constituting approximately 3.6% of the shares outstanding. 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 431,200 shares beneficially owned by Vinik Partners, the 569,800 shares beneficially owned by Vinik Overseas, and the 33,800 shares beneficially owned by the Discretionary Account. Such shares total 1,034,800 shares of Common Stock, constituting approximately 6.2% 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 431,200 shares beneficially owned by Vinik Partners, constituting approximately 2.6% 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 569,800 shares beneficially owned by Vinik Overseas and the 33,800 shares beneficially owned by the Discretionary Account. When the shares beneficially owned by Vinik Overseas and the Discretionary Account are aggregated they total 603,600 shares of Common Stock, constituting approximately 3.6% of the shares outstanding. (vi) In the aggregate, the Reporting Persons beneficially own a total of 1,034,800 shares of Common Stock, constituting approximately 6.2% 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 since those reported in Schedule 13D until March 21, 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 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 24, 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 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) __________________________________________________________________________ 03/06/97 (2,000) $22.4543 03/10/97 (10,400) $19.7333 03/10/97 (8,300) $19.9711 03/11/97 (400) $21.1993 03/12/97 (4,700) $20.8276 03/13/97 (4,200) $20.5331 03/14/97 (3,800) $20.9738 03/17/97 (2,300) $20.6031 03/18/97 (32,900) $20.0447 03/21/97 (20,800) $20.9993 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) __________________________________________________________________________ 03/06/97 (2,800) $22.4543 03/10/97 (13,800) $19.7333 03/10/97 (11,100) $19.9711 03/11/97 (600) $21.1993 03/12/97 (6,400) $20.8276 03/13/97 (5,500) $20.5331 03/14/97 (5,100) $20.9738 03/17/97 (3,000) $20.6031 03/18/97 (43,500) $20.0447 03/21/97 (27,600) $20.9993 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) __________________________________________________________________________ 03/06/97 (200) $22.4543 03/10/97 (800) $19.7333 03/10/97 (600) $19.9711 03/12/97 (400) $20.8276 03/13/97 (300) $20.5331 03/14/97 (300) $20.9738 03/17/97 (200) $20.6031 03/18/97 (2,600) $20.0447 03/21/97 (1,600) $20.9993 -----END PRIVACY-ENHANCED MESSAGE-----