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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE MAXIM GROUP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
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(Title of Class of Securities)
57772J104
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(CUSIP Number)
Glenn Krevlin
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)
December 8, 1997
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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 [_].
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SCHEDULE 13D
CUSIP No. 57772J104
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
701,100
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 183,300
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 701,100
WITH
10. SHARED DISPOSITIVE POWER
183,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
884,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per
share (the "Common Stock" or the "Shares"), of The Maxim Group, Inc. (the
"Company"), which has its principal executive offices at 210 Town Park Drive,
Kennesaw, Georgia 30144.
Item 2. Identity and Background.
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 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
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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.
As of the date hereof, Cumberland Associates held and
beneficially owned 884,400(1) 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 $12,010,179. Of this amount, Cumberland Associates invested approximately
$7,205,325 on behalf of Cumberland Partners, $1,427,755 on behalf of LongView
Partners, $837,150 on behalf of LongView B and $2,539,949 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
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(1) Excludes 9,500 shares of Common Stock held directly by Glenn Krevlin, a
general partner of Cumberland Associates.
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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. Except as set forth in footnote 1 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.
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 Stock, if such sales
and purchases would be desirable investments for the portfolios of its accounts.
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Item 5. Interest in Securities of the Issuer.
As of the date hereof, Cumberland Associates beneficially owned
884,400(2)(3) shares of Common Stock representing 5.3%(4) 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 60 day period 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
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(2) As to 701,100 Shares of which, there is sole voting power and sole power
to dispose or to direct the disposition of such Shares; as to 183,300
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.
(3) Excludes 9,500 shares of Common Stock held directly by Glenn Krevlin, a
general partner of Cumberland Associates.
(4) Based on 16,627,781 shares of Common Stock outstanding, as indicated in
the Company's Form 10-Q for the quarterly period ended October 31, 1997,
as filed with the Securities and Exchange Commission.
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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.
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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Item 7. Material to be Filed as Exhibits.
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: December 16, 1997
CUMBERLAND ASSOCIATES
By: /s/ Glenn Krevlin
Glenn Krevlin
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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12/8/97 85,000 $14.0294
12/9/97 50,000 $14.25
12/16/97 32,400 $15
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
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