-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ib0djn46dJXr3+iatUOh449xfCIZ9F9oiV4vwRd+ymuNnVHrDHh4SZTtRTavn+yR HqMqdI6gZrV1yv5+smnRzA== 0000899140-96-000342.txt : 19960719 0000899140-96-000342.hdr.sgml : 19960719 ACCESSION NUMBER: 0000899140-96-000342 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960718 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORION NETWORK SYSTEMS INC/DE/ CENTRAL INDEX KEY: 0000885376 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521271418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45415 FILM NUMBER: 96596442 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012588101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUMBERLAND ASSOCIATES CENTRAL INDEX KEY: 0000351262 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125750900 SC 13D/A 1 AMENDMENT NO. 2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) ORION NETWORK SYSTEMS, INC. --------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 --------------------------------------- (Title of Class of Securities) 68628K104 ------------------------------- (CUSIP Number) Mr. Andrew Wallach Cumberland Associates 1114 Avenue of the Americas New York, New York 10036 (212) 536-9700 --------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 11, 1996 --------------------------------------- (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 |_|. Check the following box if a fee is being paid with the statement |_|. 2 SCHEDULE 13D CUSIP No. 68628K104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CUMBERLAND ASSOCIATES 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC,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 New York 7. SOLE VOTING POWER 637,100 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 162,900 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 637,100 WITH 10. SHARED DISPOSITIVE POWER 162,900 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% 14. TYPE OF REPORTING PERSON* PN, IA 3 Item 1. Security and Issuer. -------------------- This Amendment No. 2, which is being filed pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), amends the Schedule 13D, filed December 8, 1995, as amended by Amendment No. 1 thereto, filed February 13, 1996 (the "Schedule 13D"), of Cumberland Associates, a New York limited partnership, and relates to the Common Stock, par value $.01 per share (the "Common Stock" or the "Shares"), of Orion Network Systems (the "Company"), which has its principal executive offices at 2440 Research Boulevard, Suite 400, Rockville, Maryland 20850. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Item 2. Identity and Background. ------------------------ Item 2 of the Schedule 13D is hereby restated in its entirety to read as follows: This statement is being filed by Cumberland Associates. Cumberland Associates is a limited partnership organized under the laws of the State of New York, and is engaged in the business of managing, on a discretionary basis, nine securities accounts, the principal one of which is Cumberland Partners. The address of the principal business and office of Cumberland Associates is 1114 Avenue of the Americas, New York, New York 10036. 4 K. Tucker Andersen, Richard Reiss, Jr., Oscar S. Schafer, Bruce G. Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor Poppe are the general partners (the "General Partners") of Cumberland Associates. The business address of each of the General Partners is the same as that of Cumberland Associates. Each of the General Partners is a citizen of the United States. Neither Cumberland Associates nor any of the General Partners have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such person, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to 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. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: As of the date hereof, Cumberland Associates held and beneficially owned 800,000 shares of Common Stock. The aggregate purchase price of the Common Stock purchased by Cumberland Associates on behalf of Cumberland Partners, LongView Partners and the other managed accounts was $7,189,656. Of this amount, Cumberland Associates invested approximately $4,842,943 on behalf 5 of Cumberland Partners, $885,389 on behalf of LongView Partners and $1,461,324 on behalf of seven of Cumberland Associates' other account holders. The source of funds for the purchase of all such Common Stock of Cumberland Associates was a combination of investment capital contributed by Cumberland Partners, LongView Partners and the seven other managed accounts and margin borrowings through the margin accounts of the account holders maintained with Morgan Stanley & Co. Incorporated. By virtue of Rule 13d-3 under the Exchange Act, each of the General Partners may be deemed the beneficial owner of all of the Common Stock purchased by Cumberland Associates on behalf of Cumberland Partners, LongView Partners and the other managed accounts, and therefore each General Partner may be deemed to have invested the aggregate amount of funds noted above. None of the General Partners has independently invested any of his or her funds for the purpose of purchasing the Common Stock. Item 4. Purpose of Transaction. ----------------------- Item 4 of the Schedule 13D is hereby restated in its entirety to read as follows: Cumberland Associates has purchased, on behalf of its discretionary accounts, the Common Stock in order to acquire an equity interest in the Company. As of the date hereof, Cumberland Associates is holding such Common Stock solely for investment and it has no present plans or proposals with respect to any material change in the Company's business or corporate structure or, generally, any other action referred to in 6 instructions (a) through (j) of Item 4 of the form of Schedule 13D. Depending on market conditions and other factors, Cumberland Associates may continue purchases of Common Stock or may sell or otherwise dispose of all or portions of such Common Stock, if such sales and purchases would be desirable investments for the portfolios of its accounts. Item 5. Interest in Securities of the Issuer. --------------------------------------- Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: As of the date hereof, Cumberland Associates beneficially owned 800,000(1) shares of Common Stock representing 7.3%(2) of the Common Stock deemed outstanding on the date hereof. Set forth in Appendix A attached hereto and incorporated herein by reference are descriptions of the transactions in the Common Stock effected by Cumberland Associates within the period beginning 60 days prior to July 11, 1996 through the date of this filing. - ---------- 1 As to 637,100 Shares of which, there is sole voting power and sole power to dispose or to direct the disposition of such Shares; as to 162,900 Shares of which, there is shared voting power and shared power to dispose or to direct the disposition of such Shares because the seven other account holders may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate their discretionary accounts within a period of 60 days. 2 Based on 10,941,023 shares of Common Stock outstanding, as indicated in the Company's Form 10-Q for the quarterly period ended March 31, 1996. 7 In addition, each of the General Partners may, by virtue of his position as general partner of Cumberland Associates, be deemed, pursuant to Rule 13d-3 under the Act, to own beneficially the Common Stock of which Cumberland Associates would possess beneficial ownership. Other than in their respective capacities as general partners of Cumberland Associates and except as set forth above, none of the General Partners is the beneficial owner of any Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. -------------------------------------------------------- Item 6 of the Schedule 13D is hereby restated in its entirety to read as follows: Pursuant to management agreements with all of its accounts except Cumberland Partners and LongView Partners, Cumberland Associates receives (i) an annual management fee from some of its account holders and (ii) an incentive fee from all of its account holders based, in the case of some of the account holders, on the net appreciation during the preceding fiscal or calendar year in the value of the securities in the account and, in the case of other account holders, on the account's taxable income during the preceding fiscal or calendar year. In the case of the accounts of Cumberland Partners and LongView Partners, Cumberland Associates received an annual management fee from each such account holders which does not include an incentive fee. Except as otherwise set forth in this statement, to the best knowledge of the undersigned, there are no contracts, 8 arrangements, understandings or relationships (legal or otherwise) among or between the undersigned, the General Partners and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the 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. --------------------------------- Item 7 of the Schedule 13D is hereby restated in its entirety to read as follows: No Exhibits are filed herewith. 9 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 18, 1996 CUMBERLAND ASSOCIATES By: /s/ Andrew Wallach Andrew Wallach General Partner 10 APPENDIX A* 1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES ---------------------------------------------- DATE OF NO. OF UNITS NO. OF UNITS PRICE PER TRANSACTION PURCHASED SOLD UNIT ----------- ------------ ------------ --------- 7/11/96 95,000 $8 3/8 7/5/96 40,000 $9 5/8 7/3/96 10,000 $9 7/8 - --------------- * Each of the transactions set forth in this Appendix was a regular way transaction. -----END PRIVACY-ENHANCED MESSAGE-----