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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
COLE NATIONAL CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.001
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(Title of Class of Securities)
193290103
(CUSIP Number)
Mr. K. Tucker Andersen
Cumberland Associates
1114 Avenue of the Americas
New York, New York 10036
(212) 536-9700
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
June 26, 1996
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(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 |_|.
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SCHEDULE 13D
CUSIP No. 193290103
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
438,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 89,500
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 438,000
WITH
10. SHARED DISPOSITIVE POWER
89,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
PN, IA
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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 July 5, 1995 (the
"Schedule 13D"), by Cumberland Associates, a New York limited partnership, and
relates to the Class A Common Stock, par value $.001 per share (the "Common
Stock" or the "Shares"), of Cole National Corporation (the "Company"), which has
its principal executive offices at 5915 Landerbrook Drive, Mayfield Heights,
Ohio 44124. 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 2. Identity and Background.
Item 2 of the Schedule 13D is hereby restated in its entirety to read
as follows:
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
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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
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.
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 527,500 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 $5,925,400. Of this amount,
Cumberland Associates invested approximately $4,286,275 on behalf of Cumberland
Partners, $570,875 on behalf of LongView Partners and $1,068,250 on behalf of
seven of Cumberland Associates' other
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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
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.
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 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 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby restated in its entirety to read
as follows:
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,
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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.
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 527,500(1) shares of Common Stock representing 4.5%(2) of the Common
Stock deemed outstanding on the date hereof.
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 period beginning 60 days prior to June 26, 1996
through 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
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(1) As to 438,000 Shares of which, there is sole voting power and sole power
to dispose or to direct the disposition of such Shares; as to 89,500
Shares of which, there is shared voting power and shared power to dispose
or to direct the disposition of such Shares because 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.
(2) Based on 11,747,227 shares of Common Stock outstanding, as indicated in
the Company's Prospectus dated June 26, 1996.
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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.
As of June 26, 1996, Cumberland Associates is no longer the beneficial
owner of more than 5 percent of the Common Stock outstanding. Accordingly, until
such time as Cumberland Associates acquires, directly or indirectly, beneficial
ownership of additional Common Stock in excess of the 5 percent threshold,
Cumberland Associates is no longer required to report pursuant to Rule 13d-1
with respect to the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby restated in its entirety to
read as follows:
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,
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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 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.
Item 7 of the Schedule 13D is hereby restated in its entirety to
read as follows:
No Exhibits are filed herewith.
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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: July 2, 1996
CUMBERLAND ASSOCIATES
By: /s/ K. Tucker Andersen
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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
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5/23/96 15,000 $20
5/17/96 9,000 $19
5/16/96 10,000 $19
5/15/96 8,500 $19
5/14/96 19,500 $19
5/3/96 15,000 $17 1/2
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* Each of the transactions set forth in this Appendix was a regular way
transaction.
