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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
COMMONWEALTH ALUMINUM CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
202904108
(CUSIP Number)
Mr. 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)
December 6, 1996
(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 |_|.
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SCHEDULE 13D
CUSIP No. 202904108
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
332,070
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 67,930
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 332,070
WITH
10. SHARED DISPOSITIVE POWER
67,930
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
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 June 7,
1995 (the "Schedule 13D"), of Cumberland Associates, a New York limited
partnership, and relates to the Common Stock, par value $.01 per share (the
"Common Stock" or the "Shares"), of Commonwealth Aluminum Corporation (the
"Company"), which has its principal executive offices at 1200 Meidinger Tower,
Louisville, Kentucky 40202. 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 amended and 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, ten 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 400,000 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 $5,657,451. Of
this amount, Cumberland Associates invested approximately $3,752,980 on behalf
of Cumberland Partners, $896,000 on behalf of LongView Partners and $1,008,471
on behalf of six of Cumberland Associates' other
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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 six 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 400,000(1) shares of Common Stock representing 3.9%(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
December 6, 1996 and ending on 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
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(1) As to 332,070 Shares of which, there is sole voting power and sole
power to dispose or to direct the disposition of such Shares; as to
67,930 Shares of which, there is shared voting power and shared power
to dispose or to direct the disposition of such Shares because the six
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 10,197,500 shares of Common Stock outstanding, as indicated
in the Company's Form 10-Q for the quarterly period ended September
30, 1996.
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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, none of the General Partners is the
beneficial owner of any Common Stock.
As of December 6, 1996, Cumberland Associates is no longer
the beneficial owner of more than five (5) percent of the Common Stock
outstanding. Accordingly, until such time as Cumberland Associates acquires,
directly or indirectly, beneficial ownership of Common Stock in excess of the
five (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: December 23, 1996
CUMBERLAND ASSOCIATES
By: /s/ Bruce G. Wilcox
Bruce G. Wilcox
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
<TABLE>
<CAPTION>
DATE OF NO. OF UNITS PURCHASED NO. OF UNITS PRICE PER
TRANSACTION SOLD UNIT
----------- ----------------------- ------------ ---------
<S> <C> <C> <C>
12/17/96 100,000 $15 1/8
12/6/96 19,000 $15 1/4
12/5/96 10,000 $15 3/4
11/13/96 6,000 $15 3/8
10/29/96 35,000 $16.705
10/28/96 10,000 $16 1/4
10/25/96 5,000 $16 11/16
10/25/96 15,000 $16 1/2
<FN>
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
</TABLE>
