OMB APPROVAL
OMB 3235-0145
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Celestial Seasonings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
151016102
(CUSIP Number)
Gilchrist B. Berg, 225 Water Street, Suite 1987,
Jacksonville, FL 32202 904/355-5959
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 9, 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 [_].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* 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 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>
CUSIP No. 151016102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gilchrist B. Berg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
7 SOLE VOTING POWER
NUMBER OF
8 SHARED VOTING POWER
SHARES 219,000
--
BENEFICIALLY
9 SOLE DISPOSITIVE POWER
OWNED BY
219,000
EACH
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
--
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Item 1. Security and Issuer.
This Schedule 13D relates to the acquisition by the reporting person
of beneficial ownership of a total of 219,000 shares of common stock (the
"Shares") of Celestial Seasonings, Inc. (the "Company"). The principal
executive offices of the Company are located at 4600 Sleepytime Drive,
Boulder, Colorado 80301.
Item 2. Identity and Background.
1. This Schedule 13D is being filed by Gilchrist B. Berg.
2. Mr. Berg's business address is 1987 Enterprise Center,
Jacksonville, FL 32202.
3. Mr. Berg's present principal occupation is President of Water
Street Capital, Inc., which is engaged in the investment management
business, and Managing General Partner of limited partnerships engaged in
the business of investing in securities. The investment accounts and
partnerships managed by Mr. Berg (totalling fewer than 15) are referred to
collectively as the "Partnerships." The business address of Water Street
Capital, Inc. and the Partnerships is 1987 Enterprise Center,
Jacksonville, FL 32202.
4. During the last five years, Mr. Berg has not been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors).
5. During the last five years, Mr. Berg has not been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in 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.
6. Mr. Berg is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Funds in the aggregate amount of $4,676,966 were used to
purchase the Shares. The Shares were purchased by, and utilizing the
funds of, the Partnerships, the investments of which Mr. Berg manages.
Item 4. Purpose of Transaction.
The Shares that are the subject of this report are held by the
Partnerships. The Shares have been acquired for and are being held for
investment purposes. Mr. Berg may cause the Partnerships to acquire
additional shares from time to time in the open market based on factors
such as the Company's financial condition, results of operations and
future prospects, the market value of the Shares, other available
investment opportunities, and general economic and market conditions.
Depending on such factors, Mr. Berg may determine at some time to cause
the Partnerships to dispose of all or a portion of the Shares held by the
Partnerships.
Mr. Berg has no present plans or proposals which relate to or would
result in:
(1) The acquisition by any person of additional securities of the
Company or the disposition of securities of the Company, except as set
forth above;
(2) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(3) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(4) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(5) Any material change in the present capitalization or dividend
policy of the Company;
(6) Any other material change in the Company's business or corporate
structure;
(7) Any changes in the Company's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(8) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(9) Causing a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(10) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Pursuant to Rule 13d-3, Mr. Berg is deemed to be the
beneficial owner of all 219,000 Shares which represent 5.4 percent of the
4,051,000 shares of common stock believed to be outstanding. Mr. Berg has
sole investment management authority for the investments of the
Partnerships and, accordingly, has sole voting and dispositive power over
the Shares.
(c) The following table lists the transactions in the Company's
common stock effected by Mr. Berg in the past sixty days, all of which
were made by and for the Partnerships through brokers in open market
transactions.
Nature of Price Per No. of
Date Transaction Share Shares
02/10/97 Purchase $21.9000 5,000
02/11/97 Purchase $22.1250 2,000
02/12/97 Purchase $22.1250 400
02/13/97 Purchase $22.1250 5,300
02/14/97 Purchase $22.2240 4,800
02/26/97 Purchase $22.4063 1,600
02/27/97 Purchase $22.0844 11,400
02/28/97 Purchase $21.6821 4,600
03/03/97 Purchase $21.5000 4,600
03/17/97 Purchase $21.5000 5,100
03/20/97 Purchase $21.2250 4,500
03/21/97 Purchase $21.3750 400
03/31/97 Purchase $21.0000 1,600
03/31/97 Purchase $21.0000 1,900
04/01/97 Purchase $21.0000 500
04/09/97 Purchase $21.0000 25,000
(d) Any dividends on the Shares and the proceeds from the sale
thereof will be paid to the Partnerships, based on the relative number of
shares owned by each. No other persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Berg and any other persons with respect
to any securities of the Company, including but not limited to transfer or
voting of any securities, finder's fees, joint ventures, loan or option
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.
None.
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.
/s/ Gilchrist B. Berg
Gilchrist B. Berg
DATE: April 18, 1997
