UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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)
September 25, 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:
/ X / Rule 13d-1(b)
/ / 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 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 the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
CUSIP NO. 151016102
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
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
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3. SEC Use Only
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4. Citizenship or Place of Organization Pennsylvania
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Number of 5. Sole Voting Power 101,100
Shares ---------------
Beneficially 6. Shared Voting Power 316,900
Owned by ---------------
Each Reporting 7. Sole Dispositive Power 101,100
Person With: ---------------
8. Shared Dispositive Power 316,900
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
418,000
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
---------------
The Reporting Person disclaims beneficial ownership of 406,000 shares
owned by its clients.
11. Percent of Class Represented by Amount in Row (9) 5.03%
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12. Type of Reporting Person IA
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Page 2 of 6 Pages
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SCHEDULE 13G
CUSIP NO. 151016102
Item 1.
(a) Name of Issuer
Celestial Seasonings, Inc.
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(b) Address of Issuer's Principal Executive Offices
4600 Sleepytime Drive, Boulder, Colorado 803015300
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Item 2.
(a) Name of Persons Filing
Quaker Capital Management Corporation
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(b) Address of Principal Business Office or, if none, Residence
401 Wood Street, Suite 1300, Pittsburgh, PA 15222
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(c) Citizenship
Pennsylvania, USA
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(d) Title of Class of Securities
Common Stock
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(e) CUSIP Number
151016102
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Page 3 of 6 Pages
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SCHEDULE 13G
CUSIP NO. 151016102
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker of dealer registered under section 15 of
the Act;
(b) / / Bank as defined in section 3(a)(6) of the Act;
(c) / / Insurance company as defined in section 3(a)(19) of the Act;
(d) / / Investment company registered under section 8 of the
Investment Company Act of 1940;
(e) / X / An investment adviser in accordance with ss.240.13d-1(b)(l)
(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) / / Group, in accordance with ss.240.13d-1((b)(l)(ii)(J)
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 418,000
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(b) Percent of class: 5.03%
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Page 4 of 6 Pages
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SCHEDULE 13G
CUSIP NO. 151016102
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the
vote 101,100
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(ii) Shared power to vote or to direct
the vote 316,900
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(iii) Sole power to dispose or to direct
the vote 101,100
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(iv) Shared power to dispose or to direct
the disposition of 316,900
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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:
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Item 6. Ownership of More than Five Percent on Behalf of
Another Person
406,000 of the shares with respect to which this report is filed are
owned by a variety of investment advisory clients of the Reporting Person, which
clients are entitled to receive dividends on and the proceeds from the sale of
such shares. No client is known to own more than 5% of the class.
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.
Item 9. Notice of Dissolution of Group
Not applicable.
Page 5 of 6 Pages
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SCHEDULE 13G
CUSIP NO. 151016102
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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.
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 14, 1999
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Date
/s/ Mark G. Schoeppner
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Signature
Mark G. Schoeppner, President
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Name/Title
Page 6 of 6 Pages
