SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
February 13, 1998
(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 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).
(Continued on following page(s))
<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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF
179,500
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
N/A
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
179,500
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1(a). Name of Issuer:
Celestial Seasonings, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
4600 Sleepytime Drive
Boulder, Colorado 80301
Item 2(a). Name of Person Filing:
Gilchrist B. Berg
Item 2(b). Address of Principal Business Office or, if none,
Residence:
225 Water Street, Suite 1987
Jacksonville, Florida 32202
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class or Securities:
Common Stock
Item 2(e). CUSIP Number:
151016102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), 13d-2(b)
or 13d-2(c), check whether the person filing is a:
Inapplicable
If this statement is filed pursuant to Section 240.13d-1(c), check this
box. [X]
NOTE: This Schedule 13G is being filed pursuant to Rules 13d-1(c) and
13d-1(h), recently promulgated by the Securities and Exchange
Commission. This Schedule 13G amends the Schedule 13D of the
reporting person dated April 18, 1997 to reflect dispositions of
Common Stock of the issuer that have caused the reporting person
to own less than 5% of such class.
Item 4. Ownership as of February 23, 1998.
(a) Amount Beneficially Owned:
179,500 shares*
(b) Percent of Class:
4.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
179,500 shares*
(ii) shared power to vote or to direct the vote:
Inapplicable
(iii) sole power to dispose or to direct the
disposition of:
179,500 shares*
(iv) shared power to dispose or to direct the disposition
of:
Inapplicable
* Shares are held through investment partnerships and in
managed accounts (which, together with the partner-
ships, total fewer than 15) (collectively, the
"Accounts") over which the reporting person has sole
voting and investment power.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [X]
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Any dividends on the shares covered by this report and the sale
proceeds thereof will be paid to the Accounts, based on the
relative number of shares owned by each.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Inapplicable
Item 8. Identification and Classification of Members of the Group.
Inapplicable
Item 9. Notice of Dissolution of Group.
Inapplicable
Item 10. Certification.
(a) Inapplicable
(b) The following certification shall be included if the
statement is filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my
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>
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.
February 27, 1998
-----------------
Date
/s/ Gilchrist B. Berg
---------------------
Gilchrist B. Berg
