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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
JAN BELL MARKETING, INC.
(Name of Issuer)
COMMON SHARES, $.0001 PAR VALUE
(Title of Class of Securities)
470760109
(CUSIP Number)
Mr. K. Tucker Anderson
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)
August 31, 1995
(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 /x/.
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SCHEDULE 13D
CUSIP No. 470760109
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
None
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,270,000
WITH
10. SHARED DISPOSITIVE POWER
292,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,562,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This statement relates to the Common Shares, par value $.0001 per
share (the "Common Stock" or the "Shares"), of Jan Bell Marketing, Inc. (the
"Company"), which has its principal executive offices at 13801 N.W. 14th
Street, Sunrise, Florida 33323.
Item 2. Identity and Background.
This statement is being filed by Cumberland Associates. Cumberland
Associates is a limited partnership organized under the laws of the State of
New York, and is engaged in the business of managing, on a discretionary
basis, nine securities accounts, the principal one of which is Cumberland
Partners. The address of the principal business and office of Cumberland
Associates is 1114 Avenue of the Americas, New York, New York 10036.
K. Tucker Andersen, Richard Reiss, Jr., Oscar S. Schafer, Bruce G.
Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor Poppe are the general
partners (the "General Partners") of Cumberland Associates. The business
address of each of the General Partners is the same as that of Cumberland
Associates. Each of the General Partners is a citizen of the United States.
Neither Cumberland Associates nor any of the General Partners have,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has any such person, during
the last five years, been a party to a civil proceeding of a judicial or
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administrative body of competent jurisdiction as a result of which any such
person 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.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Cumberland Associates held and beneficially
owned 1,562,600* shares of Common Stock. The aggregate purchase price of the
Common Stock purchased by Cumberland Associates on behalf of Cumberland
Partners, LongView Partners and the other managed accounts was $7,848,930. Of
this amount, Cumberland Associates invested approximately $5,788,862 on behalf
of Cumberland Partners, $761,934 on behalf of LongView Partners and $1,298,134
on behalf of seven of Cumberland Associates' other account holders. The
source of funds for the purchase of all such Common Stock by Cumberland
Associates was a combination of investment capital contributed by Cumberland
Partners, LongView Partners and the seven other managed accounts and margin
borrowings through the margin accounts of the account holders maintained with
Morgan Stanley & Co. Incorporated.
______________
* Includes (a) 10,600 shares of Common Stock held directly by K. Tucker
Andersen, a general partner of Cumberland Associates, 600 shares of which
Mr. Andersen holds as trustee under the Uniform Gifts to Minors Act and
(b) 2,000 shares of Common Stock held directly by Glenn Krevlin, a
general partner of Cumberland Associates.
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By virtue of Rule 13d-3 under the Securities Exchange Act of 1934
(the "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 and the other managed accounts, and
therefore each General Partner may be deemed to have invested the aggregate
amount of funds noted above. Except as set forth in footnote 1 above, none of
the General Partners has independently invested any of his funds for the
purpose of purchasing the Common Stock.
Item 4. Purpose of Transaction.
Cumberland Associates has purchased, on behalf of its discretionary
accounts, the Common Stock in order to acquire an equity interest in the
Company. As of the date hereof, Cumberland Associates is holding such Common
Stock solely for investment and it has no present plans or proposals with
respect to any material change in the Company's business or corporate
structure or, generally, any other action referred to in instructions (a)
through (j) of Item 4 of the form of Schedule 13D. Depending on market
conditions and other factors, Cumberland Associates may continue purchases of
Common Stock or may sell or otherwise dispose of all or portions of such
Common Stock, if such sales and purchases would be desirable investments for
the portfolios of its accounts.
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Item 5. Interest in Securities of the Issuer.
As of the date hereof, Cumberland Associates beneficially owned the
aggregate number and percentage of outstanding Common Stock set forth below:
Number of Shares Percentage*
1,562,600 (1) (2) 6.1%
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.
____________
* Based on 25,734,481 shares of Common Stock outstanding, as indicated in
the Company's Form 10-Q for the thirteen weeks ended April 29, 1995, as
filed with the Commission.
(1) As to 1,270,000 Shares of which, there is sole power to dispose
or to direct the disposition of such Shares; as to 292,600 Shares of
which, there is shared power to dispose or to direct the disposition of
such Shares because (x) in the case of 280,000 of the Shares, the seven
other account 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 and (y)
Cumberland Associates may be deemed a beneficial owner of (i) 10,600
Shares held by K. Tucker Anderson, 600 Shares of which are held by Mr.
Anderson as trustee under the Uniform Gifts to Minors Act and (ii) 2,000
Shares held by Glenn Krevlin, as a result of Mr. Andersen's and Mr.
Krevlin's status as general partners of Cumberland Associates.
(2) Cumberland Associates has no voting power with respect to any
of the Shares.
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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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to management agreements with all of its accounts except
Cumberland Partners and LongView Partners, Cumberland Associates receives (i)
an annual management fee from some of its account holders and (ii) an
incentive fee from all of its account holders based, in the case of some of
the account holders, on the net appreciation during the preceding fiscal or
calendar year in the value of the securities in the account and, in the case
of other account holders, on the account's taxable income during the preceding
fiscal or calendar year. In the case of the accounts of Cumberland Partners
and LongView Partners, Cumberland Associates received an annual management fee
from each such account holders which does not include an incentive fee.
Except as otherwise set forth in this statement, to the best
knowledge of the undersigned, there are no contracts, arrangements,
understandings or relationships (legal or
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otherwise) among or between the undersigned, the General Partners and any
other person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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No Exhibits are filed herewith.
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: September 11, 1995
CUMBERLAND ASSOCIATES
By: /s/ K. Tucker Andersen
K. Tucker Andersen
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
9/6/95 95,000 3 5/8
9/1/95 500 3 5/8
8/31/95 600,000 3 5/8
8/31/95 37,900 3.6054
8/30/95 80,500 3.4655
8/29/95 9,400 3.4408
8/28/95 29,400 3.5502
8/25/95 68,500 3.5883
8/24/95 50,000 3.4031
8/22/95 5,000 3 1/2
8/21/95 73,500 3.4755
8/21/95 100,000 3 1/2
8/18/95 1,200 3 1/8
8/17/95 25,500 2.6348
________________
* Each of the transactions set forth in this Appendix was a regular way
transaction.
