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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. )*
Patina Oil & Gas Corporation
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
703224105
(CUSIP Number)
February 6, 1998** (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 replaces, pursuant to Securities Exchange Act Release No.
34-39538, Cumberland Associates LLC's Schedule 13D, filed on December 2, 1997.
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CUSIP No. 703224105 13G
- ---------------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR 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
355,700
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 119,300
OWNED BY
------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 355,700
WITH
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
119,300
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,000
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO, IA
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1(a) Name of Issuer:
---------------
Patina Oil & Gas Corporation (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
1625 Broadway
Denver, Colorado 80202
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 December 2, 1997.
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, twelve 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:
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Common Stock, par value $.01 per share
(the "Shares")
Item 2(e) CUSIP Number:
------------
703224105
Item 3 Not Applicable
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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
475,000 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
5.8% 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: 355,700
(ii) Shared power to vote or to direct
the vote: 119,300
(iii) Sole power to dispose or to direct
the disposition of: 355,700
(iv) Shared power to dispose or to direct
the disposition of: 119,300
Item 5 Ownership of Five Percent or Less of a Class:
--------------------------------------------
Cumberland Associates LLC is no longer
the beneficial owner of more than five
percent of the outstanding Shares.
Accordingly, until such time as
Cumberland Associates acquires, directly
or indirectly, beneficial ownership of
additional Shares in excess of the 5
percent threshold, Cumberland Associates
LLC is no longer required to report
pursuant to Rule 13d-1 with respect to
the Common Stock.
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.
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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
Item 9 Notice of Dissolution of Group:
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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.
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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: March 13, 1998
CUMBERLAND ASSOCIATES LLC
By: /s/ Bruce G. Wilcox
Name: Bruce G. Wilcox
Title: Member
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