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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ORION NETWORK SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
68628K104
(CUSIP Number)
Mr. Andrew Wallach
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)
February 21, 1997
(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. 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
381,900
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 48,400
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 381,900
WITH
10. SHARED DISPOSITIVE POWER
48,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,300
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. 3, 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, as
amended by Amendment No. 2 thereto, filed July 18, 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, Inc. (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.
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, eleven securities accounts, the principal one of which is
Cumberland Partners. The address of the principal business and office of
Cumberland
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Associates is 1114 Avenue of the Americas, New York, New York 10036.
K. Tucker Andersen, Gary Tynes, 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.
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 430,300 shares of Common Stock. The aggregate purchase price
of the Common Stock purchased by Cumberland Associates on behalf of Cumberland
Partners, LongView Partners
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and the other managed accounts was $3,276,500. Of this amount, Cumberland
Associates invested approximately $2,362,193 on behalf of Cumberland Partners,
$537,358 on behalf of LongView Partners and $376,949 on behalf of five 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
five 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.
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 430,300(1) shares of Common Stock representing 3.9%(2) of the Common Stock
deemed outstanding on the date hereof.
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(1) As to 381,900 Shares of which, there is sole voting power and sole
power to dispose or to direct the disposition of such Shares; as to
48,400 Shares of which, there is shared voting power and shared power
to dispose or to direct the disposition of such Shares because the five
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 11,175,076 shares of Common Stock outstanding, as indicated in
the Company's Form 10-Q for the quarterly period ended June 30, 1997.
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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 period beginning on July 19, 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 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 the date hereof, 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.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in
its entirety to read as follows:
Pursuant to management agreements with all of its accounts
except Cumberland Partners, LongView Partners and LongView B, 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, LongView Partners and Longview B, Cumberland Associates
receives 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.
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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 28, 1997
CUMBERLAND ASSOCIATES
By: /s/ Andrew Wallach
Andrew Wallach
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
DATE OF NO. OF UNITS PURCHASED NO. OF UNITS PRICE PER
TRANSACTION SOLD UNIT
8/22/97 80,000 $15.1563
8/21/97 20,000 15 1/8
7/23/97 15,000 14
7/22/97 10,000 14
7/16/97 25,000 13
5/29/97 55,000 11
5/19/97 5,000 11 5/8
5/16/97 5,000 11 5/8
2/24/97 45,000 12
2/21/97 15,000 12
2/20/97 10,000 12
2/19/97 30,000 12 1/16
12/18/96 29,800 13.0831
12/11/96 7,400 12
12/10/96 7,500 12 1/2
9/10/96 5,000 10 1/2
8/27/96 10,000 8 3/4
7/26/96 5,000 7 7/8
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
