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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
APPLIED FILMS CORPORATION
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
038197109
(CUSIP Number)
Voluntary** (see note below)
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
**This Schedule 13G is being filed to replace, pursuant to Securities
Exchange Act Release No. 34-39538, Cumberland Associates LLC's Schedule
13D, filed on January 12, 1998, as amended by Amendment No. 1 thereto,
filed on February 4, 1998.
Page 1 of 6 pages
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CUSIP No. 038197109 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
41,700
NUMBER OF 6 SHARED VOTING POWER
SHARES 148,300
BENEFICIALLY
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 41,700
PERSON
WITH
8 SHARED DISPOSITIVE POWER
148,300
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12 TYPE OF REPORTING PERSON*
OO, IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 pages
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Item 1(a) Name of Issuer:
Applied Films Corporation (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive
Offices:
6797 Winchester Circle
Boulder, Colorado 80301
Items 2(a) Name of Person Filing:
This statement is being filed by
Cumberland Associates LLC to replace,
pursuant to Securities Exchange Act
Release No. 34-39538, Cumberland
Associates LLC's Schedule 13D, filed
on January 12, 1998, as amended by
Amendment No. 1 thereto, filed on
February 4, 1998. Cumberland
Associates LLC is a limited liability
company organized under the laws of
the State of New York, and is engaged
in the business of managing, on a
discretionary basis, thirteen
securities accounts (the "Accounts"),
the principal one of which is
Cumberland Partners. K. Tucker
Andersen, Gary Tynes, Oscar S.
Schafer, Bruce G. Wilcox, Glenn
Krevlin, Andrew Wallach and Eleanor
Poppe are the members (the "Members")
of Cumberland Associates LLC.
Item 2(b) Address of Principal Business Office:
The address of the principal business
and office of Cumberland Associates
LLC and each of the Members is 1114
Avenue of the Americas, New York, New
York 10036.
Item 2(c) Citizenship:
Cumberland Associates LLC is a New
York limited liability company. Each
of the Members is a citizen of the
United States.
Item 2(d) Title of Class of Securities:
Common Stock, no par value per share
(the "Shares")
Item 2(e) CUSIP Number:
038197109
Item 3 Not Applicable
Page 3 of 6 pages
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Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of the date hereof, Cumberland
Associates LLC may be deemed the
beneficial owner of 190,000 Shares.
Item 4(b) Percent of Class:
The number of Shares of which
Cumberland Associates LLC may be
deemed to be the beneficial owner
constitutes approximately 5.5% of the
total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote: 41,700
(ii) Shared power to vote or to direct
the vote: 148,300
(iii) Sole power to dispose or to direct
the disposition of: 41,700
(iv) Shared power to dispose or to
direct the disposition of:
148,300
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on
Behalf of Another Person:
The beneficial owners of the Accounts
have the right to participate in the
receipt of dividends from, or proceeds
from the sale of, the Shares held for
each Account in accordance with their
ownership interests in each such
Account.
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not Applicable
Item 8 Identification and Classification of Members
of the Group:
Not Applicable
Page 4 of 6 pages
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Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below the signatory certifies that, to the best of
his knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Page 5 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: April 6, 1998
CUMBERLAND ASSOCIATES LLC
By: /s/ Bruce G. Wilcox
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Name: Bruce G. Wilcox
Title: Member
Page 6 of 6 pages
