UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Celestial Seasonings
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
151016102
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(CUSIP Number)
* 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 in 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 4 Pages
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SCHEDULE 13G
CUSIP No. 151016102 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Capital Management Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b) X
---
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF 5 SOLE VOTING POWER 1,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 190,300
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 1,000
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 190,300
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,300
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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The Reporting Person disclaims beneficial ownership of 190,300 shares
owned by its clients.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.71%
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12 TYPE OF REPORTING PERSON*
IA
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Page 2 of 4 Pages
<PAGE>
SCHEDULE 13G
CUSIP NO. 151016102
This constitutes Amendment No. 2 to the Schedule 13G of Quaker Capital
Management Corporation filed with the Securities and Exchange Commission on
February 15, 1996 relating to the Common Stock of Celestial Seasonings, as
amended by Amendment No. 1 filed with the Commission on February 11, 1997 (the
"Schedule 13G").
Item 4 of the Schedule 13G is hereby amended and restated to read in its
entirety as follows:
Item 4. Ownership
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
Item 5 of the Schedule 13G is hereby amended and restated to read as follows:
Item 5. Ownership of Five Percent or Less of a Class X
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The Reporting Person has ceased to be the beneficial owner of more
than five percent of the Issuer's Common Stock.
Item 6 of the Schedule 13G is hereby amended and restated to read in its
entirety as follows:
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
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Not applicable.
Page 3 of 4 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.
QUAKER CAPITAL MANAGEMENT CORPORATION
February 12, 1998 By: /s/ Mark G. Schoeppner
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Mark G. Schoeppner
President
Page 4 of 4 Pages
