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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
APPLIED FILMS CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
038197109
(CUSIP Number)
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)
January 28, 1998
(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. 038197109
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
41,700
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 150,000
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 41,700
WITH
10. SHARED DISPOSITIVE POWER
150,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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 January
12, 1998 (the "Schedule 13D"), of Cumberland Associates, a New York limited
partnership, and relates to the common stock, no par value per share (the
"Common Stock" or the "Shares"), of Applied Films Corporation (the "Company"),
which has its principal executive offices at 6797 Winchester Circle, Boulder,
Colorado 80301. 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 191,700 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, LongView C and the other managed accounts was
$1,662,755. Of this amount, Cumberland Associates invested approximately
$246,089 on behalf of LongView B, $141,666 on behalf of LongView C and
$1,275,000 on behalf of eight of
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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 LongView B, LongView C 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, LongView C 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.
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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
191,7001 shares of Common Stock representing 5.5%2 of the Common Stock deemed
outstanding on the date hereof.
____________________
1 As to 41,700 Shares of which, there is sole voting power and sole power to
dispose or to direct the disposition of such Shares; as to 150,000 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
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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 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 Associates and except as set forth
above, none of the General Partners is the beneficial owner of any Common Stock.
(..continued)
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 3,476,439 shares of Common Stock outstanding, as
provided by the Company's Chief Financial Officer, Mr.
Thomas D. Schmidt.
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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: February 4, 1998
CUMBERLAND ASSOCIATES
By: /S/ Bruce G. Wilcox
Bruce G. Wilcox
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
1/29/98 28,300 $10 1/4
1/28/98 45,000 $9.4444
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
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