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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SINTER METALS, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.001
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(Title of Class of Securities)
82934Q101
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(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)
October 31, 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 |_|.
Check the following box if a fee is being paid with the statement |_|.
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SCHEDULE 13D
CUSIP No. 82934Q101
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
207,500
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 42,500
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 207,500
WITH
10. SHARED DISPOSITIVE POWER
42,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
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This Amendment No. 2, 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 17, 1995 as
amended by Amendment No. 1 thereto, filed August 9, 1996, (as amended, the
"Schedule 13D"), of 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 Sinter Metals, Inc. (the "Company"), which has its
principal executive offices at 50 Public Square, Cleveland, Ohio 44113. 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.
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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 250,000 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 $2,466,218. Of this amount,
Cumberland Associates invested approximately $1,683,274 on behalf of Cumberland
Partners, $363,233 on behalf of LongView Partners and $419,711 on behalf of six
of Cumberland Associates' other account holders. The source of funds for the
purchase of all such Common Stock of Cumberland Associates was a combination of
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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 5. Interest in Securities of the Issuer.
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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
250,000(1) shares of Common Stock representing 5.0%(2) of the Common Stock
deemed outstanding on the date hereof.
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(1) As to 207,500 Shares of which, there is sole voting power and
sole power to dispose or to direct the disposition of such Shares;
as to 42,500 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 5,009,747 shares of Common Stock outstanding, as indicated
in the Company's Form 10-Q for the quarterly period ended June 30,
1996.
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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 days 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.
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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: November 7, 1996
CUMBERLAND ASSOCIATES
By:/s/ Bruce G. Wilcox
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Bruce G. Wilcox
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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11/8/96 24,400 $22.9278
11/7/96 18,500 $22-7/8
11/6/96 1,100 $22-7/8
11/5/96 1,000 $22-7/8
11/1/96 15,000 $22.775
10/30/96 5,000 $24
10/28/96 5,000 $24-1/2
10/16/96 10,000 $26
10/11/96 4,000 $24
10/9/96 10,000 $24-5/8
10/7/96 7,700 $23.524
10/3/96 10,000 $21.7913
9/16/96 500 $21-1/2
9/13/96 300 $21-7/8
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
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