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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. )*
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MILESTONE SCIENTIFIC INC.
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(Name of Issuer)
Common Stock, $.001 Par Value Per Share
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(Title of Class of Securities)
59935P100
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(CUSIP Number)
June 5, 1998
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(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).
Page 1 of 6 pages
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CUSIP No. 59935P100 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
454,000
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 96,000
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 454,000
WITH
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8 SHARED DISPOSITIVE POWER
96,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000 (excludes 31,000 shares beneficially owned by K. Tucker Andersen,
a member of Cumberland Associates LLC)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
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12 TYPE OF REPORTING PERSON*
OO, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 pages
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Item 1(a) Name of Issuer:
Milestone Scientific Inc. (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive
Offices:
220 South Orange Avenue
Livingston, New Jersey 07039
Items 2(a) Name of Person Filing:
This statement is being filed by Cumberland
Associates LLC. 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, par value $.001 per share
(the "Shares")
Item 2(e) CUSIP Number:
59935P100
Item 3 Not Applicable
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
Page 3 of 6 pages
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As of the date hereof, Cumberland Associates
LLC may be deemed the beneficial owner of
550,000 Shares (excludes 31,000 shares
beneficially owned by K. Tucker Andersen, a
member of Cumberland Associates LLC).
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
6.3% 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: 454,000
(ii) Shared power to vote or to direct
the vote: 96,000
(iii) Sole power to dispose or to direct
the disposition of: 454,000
(iv) Shared power to dispose or to
direct the disposition of:
96,000
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: June 12, 1998
CUMBERLAND ASSOCIATES LLC
By: /s/ K. Tucker Andersen
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Name: K. Tucker Andersen
Title: Member
Page 6 of 6 pages
