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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
COSTILLA ENERGY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10
(Title of Class of Securities)
22161G103
(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 3, 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
(Amendment No. 1)
CUSIP No. 22161G103
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
615,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 117,500
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 615,000
WITH
10. SHARED DISPOSITIVE POWER
117,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
732,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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 on May 16,
1997 (the "Schedule 13D"), of Cumberland Associates, a New York limited
partnership, and relates to the common stock, par value $.10 per share (the
"Common Stock" or the "Shares"), of Costilla Energy, Inc. (the "Company"), which
has its principal executive offices at 400 West Illinois, Suite 1000, Midland,
Texas 79701. 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.
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 732,500 shares of Common Stock. The aggregate purchase price
of the Common Stock purchased by Cumberland Associates on behalf of Cumberland
Partners, LongView Partners LongView B and the other managed accounts was
$9,500,482. Of this amount, Cumberland Associates invested approximately
$6,109,274 on behalf of Cumberland Partners, $1,275,992 on behalf
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of LongView Partners, $549,127 on behalf of LongView B and $1,566,089 on behalf
of eight 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, LongView B and the eight 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, LongView B 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:
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As of the date hereof, Cumberland Associates beneficially
owned 732,500(1) shares of Common Stock representing 7.1%(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
October 3, 1997 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 and except as
set forth above, none of the General Partners is the beneficial owner of any
Common Stock.
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(1) As to 615,000 Shares of which, there is sole voting power and sole
power to dispose or to direct the disposition of such Shares; as to
117,500 Shares of which, there is shared voting power and shared power
to dispose or to direct the disposition of such Shares because the
eight 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 10,378,500 shares of Common Stock outstanding, as indicated in
the Company's Form 10-Q for the quarterly period ended June 30, 1997,
as filed with the Securities and Exchange Commission.
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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: October 14, 1997
CUMBERLAND ASSOCIATES
By: /s/ Bruce G. Wilcox
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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10/9/97 30,000 $14 5/8
10/8/97 2,500 $14 1/2
10/3/97 20,000 $15 7/8
9/18/97 30,000 $11.9479
7/28/97 4,000 $13 1/2
7/23/97 5,000 $13 1/2
7/8/97 21,000 $13 7/16
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
