-----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, QdTu6RWMJlPIjEX/51wwnJIjuwkjXEO9F+AgRTd4ILik9Zo+bMWatD42YlrO9537 ZPiP9aQIV5u2dUuTqh2SoA== 0000899140-98-000098.txt : 19980205 0000899140-98-000098.hdr.sgml : 19980205 ACCESSION NUMBER: 0000899140-98-000098 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980204 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED FILMS CORP CENTRAL INDEX KEY: 0001040660 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 841311581 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52215 FILM NUMBER: 98521883 BUSINESS ADDRESS: STREET 1: 6797 WINCHESTER CIRCLE CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3035301411 MAIL ADDRESS: STREET 1: 6797 WINCHESTER CIRCLE CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUMBERLAND ASSOCIATES CENTRAL INDEX KEY: 0000351262 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125750900 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) APPLIED FILMS CORPORATION (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 038197109 (CUSIP Number) Bruce G. Wilcox Cumberland Associates 1114 Avenue of the Americas New York, New York 10036 (212) 536-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 28, 1998 (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 |_|. SCHEDULE 13D (Amendment No. 1) CUSIP No. 038197109 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CUMBERLAND ASSOCIATES 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC,00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER 41,700 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 150,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 41,700 WITH 10. SHARED DISPOSITIVE POWER 150,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 191,700 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14. TYPE OF REPORTING PERSON* PN, IA 2 Item 1. Security and Issuer. This Amendment No. 1, which is being filed pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), amends the Schedule 13D, filed on January 12, 1998 (the "Schedule 13D"), of Cumberland Associates, a New York limited partnership, and relates to the common stock, no par value per share (the "Common Stock" or the "Shares"), of Applied Films Corporation (the "Company"), which has its principal executive offices at 6797 Winchester Circle, Boulder, Colorado 80301. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: As of the date hereof, Cumberland Associates held and beneficially owned 191,700 shares of Common Stock. The aggregate purchase price of the Common Stock purchased by Cumberland Associates on behalf of Cumberland Partners, LongView Partners, LongView B, LongView C and the other managed accounts was $1,662,755. Of this amount, Cumberland Associates invested approximately $246,089 on behalf of LongView B, $141,666 on behalf of LongView C and $1,275,000 on behalf of eight of 3 Cumberland Associates' other account holders. The source of funds for the purchase of all such Common Stock of Cumberland Associates was a combination of investment capital contributed by LongView B, LongView C and the eight other managed accounts and margin borrowings through the margin accounts of the account holders maintained with Morgan Stanley & Co. Incorporated. By virtue of Rule 13d-3 under the Exchange Act, each of the General Partners may be deemed the beneficial owner of all of the Common Stock purchased by Cumberland Associates on behalf of Cumberland Partners, LongView Partners, LongView B, LongView C and the other managed accounts, and therefore each General Partner may be deemed to have invested the aggregate amount of funds noted above. None of the General Partners has independently invested any of his or her funds for the purpose of purchasing the Common Stock. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: As of the date hereof, Cumberland Associates beneficially owned 191,7001 shares of Common Stock representing 5.5%2 of the Common Stock deemed outstanding on the date hereof. ____________________ 1 As to 41,700 Shares of which, there is sole voting power and sole power to dispose or to direct the disposition of such Shares; as to 150,000 Shares of which, there is shared voting power and shared power to dispose or to direct the disposition of such Shares because the eight other account 4 Set forth in Appendix A attached hereto and incorporated herein by reference are descriptions of the transactions in the Common Stock effected by Cumberland Associates within the 60 day period prior to the date of this filing. In addition, each of the General Partners may, by virtue of his position as general partner of Cumberland Associates, be deemed, pursuant to Rule 13d-3 under the Act, to own beneficially the Common Stock of which Cumberland Associates would possess beneficial ownership. Other than in their respective capacities as general partners of Cumberland Associates and except as set forth above, none of the General Partners is the beneficial owner of any Common Stock. (..continued) holders may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate their discretionary accounts within a period of 60 days. 2 Based on 3,476,439 shares of Common Stock outstanding, as provided by the Company's Chief Financial Officer, Mr. Thomas D. Schmidt. 5 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 4, 1998 CUMBERLAND ASSOCIATES By: /S/ Bruce G. Wilcox Bruce G. Wilcox General Partner 6 APPENDIX A* 1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES ---------------------------------------------- DATE OF NO. OF UNITS NO. OF UNITS PRICE PER TRANSACTION PURCHASED SOLD UNIT 1/29/98 28,300 $10 1/4 1/28/98 45,000 $9.4444 - --------------- * Each of the transactions set forth in this Appendix was a regular way transaction. 7 -----END PRIVACY-ENHANCED MESSAGE-----