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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CELESTIAL SEASONINGS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
151016102
(CUSIP Number)
Mr. Glenn Krevlin
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 7, 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. 151016102
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
132,600
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 132,600
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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 September
27, 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 Celestial Seasonings, Inc. (the "Company"),
which has its principal executive offices at 4600 Sleepytime Drive, 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 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 132,600 shares of Common Stock. The aggregate
purchase price of the Common Stock purchased by Cumberland Associates
on behalf of Cumberland Partners and LongView Partners was
$2,170,956. Of this amount, Cumberland Associates invested approximately
$1,347,419 on behalf of Cumberland Partners and $823,537 on behalf of LongView
Partners. The source of funds for the purchase of all such Common Stock by
Cumberland Associates
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was a combination of investment capital contributed by Cumberland Partners and
LongView Partners 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, Cumberland Associates may continue
purchases of Common Stock or may sell or otherwise dispose of all or portions
of such Common
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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 132,600(1) shares of Common Stock representing 3.3%(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
August 7, 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 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.
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1 As to all such Shares there is sole voting power and sole power to dispose
or to direct the disposition of such Shares.
2 Based on 4,049,147 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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As of July 31, 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, 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.
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: August 20, 1996
CUMBERLAND ASSOCIATES
By: /s/ Glenn Krevlin
Glenn Krevlin
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>
8/14/96 5,000 $21
8/9/96 5,000 $21
8/8/96 20,000 $21
8/7/96 25,000 $211/4
7/31/96 5,000 $22
7/30/96 5,000 $22
7/8/96 13,000 $21.1923
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
</TABLE>
