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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
November 21, 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
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
25,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 150,000
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 25,000
WITH
10. SHARED DISPOSITIVE POWER
150,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This statement 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.
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,
twelve 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
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misdemeanors), nor has any such person, during the last fiveyears, been a party
to a civil proceeding of a judicial or 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.
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As of the date hereof, Cumberland Associates held and beneficially
owned 175,000 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
$1,488,437. Of this amount, Cumberland Associates invested approximately
$156,236 on behalf of LongView Partners, $57,201 on behalf of LongView B and
$1,275,000 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 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.
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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 4. Purpose of Transaction.
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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.
Item 5. Interest in Securities of the Issuer.
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As of the date hereof, Cumberland Associates beneficially owned
175,000(1) shares of Common Stock representing 5.0%(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 November 21,
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 25,000 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 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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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
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Pursuant to management agreements with all of its accounts except
Cumberland Partners, LongView Partners, LongView B and LongView C, 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, Longview B and LongView C, 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
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arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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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: January 12, 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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11/21/97 150,000 $8 1/2
11/21/97 25,000 $8.5375
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
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