View:
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 inTEST Corporation (Name of Issuer) Common Stock, Par Value $.01 (Title of Class of Securities) 461147100 (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) August 19, 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 CUSIP No. 461147100 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 152,100 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 152,100 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,100 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 CUSIP No. 461147100 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 152,100 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 152,100 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,100 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 CUSIP No. 461147100 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 213,300 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 213,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 213,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 461147100 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 365,400 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 365,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 365,400 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 CUSIP No. 461147100 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 365,400 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 365,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 365,400 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 CUSIP No. 461147100 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 365,400 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 365,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 365,400 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 CUSIP No. 461147100 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 213,300 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 213,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 213,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 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 inTEST Corporation, a Delaware corporation (the "Company"), whose principal executive offices are located at 2 Pin Oak Lane, Cherry Hill, New Jersey 08003. 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 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 $1,822,840.00, $2,413,572.50 and $142,585.00, 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 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 5,911,034 shares outstanding, which is the total number of shares of Common Stock outstanding as of June 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 June 30, 1997 (which is the most recent Form 10-Q on file). As of the close of business on August 28, 1997: (i) Vinik Partners owns beneficially 152,100 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 201,400 shares (constituting approximately 3.4% of the shares outstanding) held by Vinik Overseas, and 11,900 shares of Common Stock (constituting approximately 0.2% of the shares outstanding) held by the Discretionary Account, which, when aggregated, total 213,300 shares of Common Stock, constituting approximately 3.6% 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 152,100 shares beneficially owned by Vinik Partners, the 201,400 shares beneficially owned by Vinik Overseas, and the 11,900 shares beneficially owned by the Discretionary Account. Such shares total 365,400 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 152,100 shares beneficially owned by Vinik Partners, which constitutes 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 201,400 shares beneficially owned by Vinik Overseas and the 11,900 shares beneficially owned by the Discretionary Account. When the shares beneficially owned by Vinik Overseas and the Discretionary Account are aggregated they total 213,300 shares of Common Stock, constituting approximately 3.6% of the shares outstanding. (vi) In the aggregate, the Reporting Persons beneficially own a total of 365,400 shares of Common Stock, constituting approximately 6.2% of the shares outstanding. 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 August 19, 1997 until August 28, 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 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: August 29, 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 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) __________________________________________________________________________ 08/06/97 10,400 $11.6500 08/07/97 14,600 12.1250 08/08/97 4,200 11.6250 08/08/97 4,200 12.1250 08/11/97 2,700 11.6250 08/12/97 1,200 12.0250 08/13/97 8,300 11.6250 08/13/97 12,500 11.8750 08/15/97 31,200 11.5000 08/19/97 33,300 11.1250 08/19/97 2,000 13.0000 08/20/97 20,800 13.3750 08/21/97 2,100 15.0000 08/22/97 1,000 14.8750 08/26/97 2,100 14.7500 08/27/97 1,100 15.5000 08/28/97 400 15.7500 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) __________________________________________________________________________ 08/06/97 13,800 $11.6500 08/07/97 19,300 12.1250 08/08/97 5,500 11.6250 08/08/97 5,500 12.1250 08/11/97 3,600 11.6250 08/12/97 1,600 12.0250 08/13/97 11,000 11.6250 08/13/97 16,500 11.8750 08/15/97 41,300 11.5000 08/19/97 44,100 11.1250 08/19/97 2,800 13.0000 08/20/97 27,600 13.3750 08/21/97 2,800 15.0000 08/22/97 1,400 14.8750 08/26/97 2,800 14.7500 08/27/97 1,300 15.5000 08/28/97 500 15.7500 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) __________________________________________________________________________ 08/06/97 800 $11.6500 08/07/97 1,100 12.1250 08/08/97 300 11.6250 08/08/97 300 12.1250 08/11/97 200 11.6250 08/12/97 100 12.0250 08/13/97 700 11.6250 08/13/97 1,000 11.8750 08/15/97 2,500 11.5000 08/19/97 2,600 11.1250 08/19/97 200 13.0000 08/20/97 1,600 13.3750 08/21/97 100 15.0000 08/22/97 100 14.8750 08/26/97 100 14.7500 08/27/97 100 15.5000 08/28/97 100 15.7500 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: August 29, 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