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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ORION NETWORK SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
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(Title of Class of Securities)
68628K104
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(CUSIP Number)
Mr. Andrew Wallach
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)
July 11, 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. 68628K104
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
637,100
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 162,900
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 637,100
WITH
10. SHARED DISPOSITIVE POWER
162,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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 December
8, 1995, as amended by Amendment No. 1 thereto, filed February 13, 1996 (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 Orion Network Systems (the "Company"), which has its principal
executive offices at 2440 Research Boulevard, Suite 400, Rockville, Maryland
20850. 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.
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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.
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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
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.
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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 800,000 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 $7,189,656. Of
this amount, Cumberland Associates invested approximately $4,842,943 on behalf
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of Cumberland Partners, $885,389 on behalf of LongView Partners and $1,461,324
on behalf of seven 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 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.
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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
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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.
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 800,000(1) shares of Common Stock representing 7.3%(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
July 11, 1996 through the date of this filing.
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1 As to 637,100 Shares of which, there is sole voting power and sole power to
dispose or to direct the disposition of such Shares; as to 162,900 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 10,941,023 shares of Common Stock outstanding, as indicated in the
Company's Form 10-Q for the quarterly period ended March 31, 1996.
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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.
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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,
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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.
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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 18, 1996
CUMBERLAND ASSOCIATES
By: /s/ Andrew Wallach
Andrew Wallach
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
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DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
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7/11/96 95,000 $8 3/8
7/5/96 40,000 $9 5/8
7/3/96 10,000 $9 7/8
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* Each of the transactions set forth in this Appendix was a regular way
transaction.
