SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
DART GROUP CORPORATION
(Name of Issuer)
Class A Common Stock, $1.00 par value
(Title of Class of Securities)
237415 10 4
(CUSIP Number)
Jeffrey L. Steele, Esq., 1500 K Street, N.W.
Washington, D.C.
20005 (202) 626-3314
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
January 22, 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
[ ]. (A fee is not required only if the reporting
person: (1)
has a previous statement on file reporting beneficial
ownership
of more than five percent of the class of securities
described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of
such
class.) (See Rule 13d-7.)
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>
SCHEDULE 13D
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Peter Cundill & Associates (Bermuda) Ltd.
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda
NUMBER OF 7 Sole Voting Power: 62,220
SHARES 8 Shared Voting Power: 4,850
BENEFICIALLY 9 Sole Dispositive Power: 56,040
OWNED BY 10 Shared Dispositive Power: 29,560
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 85,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.9%
14 TYPE OF REPORTING PERSON: CO, IA (Canadian)
<PAGE>
SCHEDULE 13D
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Peter Cundill Holdings (Bermuda) Ltd.
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda
NUMBER OF 7 Sole Voting Power: 0
SHARES 8 Shared Voting Power: 67,070
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 85,600
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 85,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.9%
14 TYPE OF REPORTING PERSON: CO, IA (Canadian)
<PAGE>
SCHEDULE 13D
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 F. Peter Cundill
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda
NUMBER OF 7 Sole Voting Power: 4,410
SHARES 8 Shared Voting Power: 67,070
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 85,600
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 85,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.9%
14 TYPE OF REPORTING PERSON: CO, IA (Canadian)
<PAGE>
This Amendment No. 3 to Statement on
Schedule 13D,
originally filed on October 22, 1993, as amended by
Amendment No.
1 filed on January 30, 1995, and Amendment No. 2
filed on
September 6, 1995, is being filed by Peter Cundill &
Associates
(Bermuda) Ltd., a Bermuda corporation ("PCB"), Peter
Cundill
Holdings (Bermuda) Ltd., a Bermuda corporation
("Holdings"), and
F. Peter Cundill, a Canadian citizen residing in
England
("Cundill") (PCB, Holdings and Cundill are
sometimes also
referred to herein individually as a "Reporting
Person" and
collectively as "Reporting Persons"), to reflect the
following
amendments to Items 3 and 5:
ITEM 3 IS HEREBY AMENDED AND RESTATED TO READ AS
FOLLOWS IN ITS
ENTIRETY:
Item 3. Source and Amount of Funds or Other
Consideration.
The Shares herein reported as being
beneficially owned
by the Reporting Persons were acquired as follows:
(1) Acting on behalf of investment advisory
clients of
Peter Cundill & Associates, Inc., a Delaware
corporation
registered under the Investment Advisers Act
of 1940
("PCA"), PCB purchased a total of 17,650 Shares in
the open
market for an aggregate consideration (exclusive of
brokers'
commissions) of $1,390,455.00. To the best
knowledge of the
Reporting Persons, the funds used in such
purchases were
from existing available investment capital and none
of the
consideration for such Shares was represented by
borrowed
funds.
(2) Acting on behalf of Cundill Value
Fund, an
unincorporated trust governed by the laws of
British
Columbia (which is the continuation of and
successor to
Cundill Value Fund Ltd.) ("Value Fund"), PCB
purchased a
total of 56,040 Shares in open market transactions
for an
aggregate consideration (exclusive of brokers'
commissions)
of $4,688,295.00. To the best knowledge of the
Reporting
Persons, the funds used in such purchases were
from Value
Fund's existing available investment capital and
none of the
consideration for such Shares was represented by
borrowed
funds.
(3) Acting on behalf of Global Advisors
Portfolio II
N.V., a corporation organized under the laws of
Netherlands
Antilles ("Global Advisors"), PCB purchased a total
of 1,320
Shares in open market transactions for an
aggregate
consideration (exclusive of brokers'
commissions) of
$97,205.00. To the best knowledge of the Reporting
Persons,
the funds used in such purchases were from Global
Advisor's
existing available investment capital and none
of the
consideration for such Shares was represented by
borrowed
funds.
(4) Acting on behalf of Cundill International
Company
Ltd., a mutual fund corporation incorporated under
the laws
of Bermuda ("International"), PCB purchased a total
of 6,180
Shares in open market transactions for an
aggregate
consideration (exclusive of brokers'
commissions) of
$533,053.75. To the best knowledge of the
Reporting
Persons, the funds used in such purchases were from
existing
available investment capital and none of the
consideration
for such Shares was represented by borrowed funds.
(5) Acting on behalf of Cundill Capital
L.P., a
limited partnership formed under the laws of
British
Columbia ("Cundill Capital"), PCB purchased a total
of 4,410
Shares in open market transactions for an
aggregate
consideration (exclusive of brokers
commissions) of
$384,867.50. To the best knowledge of the
Reporting
Persons, the funds used in such purchases were from
existing
available investment capital and none of the
consideration
for such Shares was represented by borrowed funds.
Individually PCB does not beneficially
own 5% or
more of the Shares. Due to the investment
management
services provided by PCB to PCA, Value Fund,
Global
Advisors, International and Cundill Capital, PCB
could be
deemed a beneficial owner of all Shares purchased
in the
transactions described in subitems (1), (2), (3),
(4) and
(5) above.
All dollar amounts are in United States
dollars.
ITEM 5 IS HEREBY AMENDED AND RESTATED TO READ AS
FOLLOWS IN ITS
ENTIRETY:
Item 5. Interest in Securities of the Issuer.
The number of Shares which may be deemed
to be
beneficially owned by the Reporting Persons are as
follows:
Shares Deemed to be Nature of
Percentage
Beneficially Owned By: Ownership of
Class
(A) PCB:
12,800 Shared Dispositive Power (1)
.73%
4,850 Shared Voting and Shared
Dispositive Power (2)
.28%
56,040 Sole Voting and Sole
Dispositive Power (3)
3.21%
1,320 Shared Dispositive Power
(4)
.08%
6,180 Sole Voting and Shared
Dispositive Power (5)
.35%
4,410 Shared Dispositive
Power Only (6)
.25%
85,600
4.90%
(B) Holdings:
12,800 Shared Dispositive Power (7)
.73%
4,850 Shared Voting and Shared
Dispositive Power (8)
.28%
56,040 Shared Voting and Shared
Dispositive Power (9)
3.21%
1,320 Shared Dispositive
Power (10)
.08%
6,180 Shared Voting and Shared
Dispositive Power (9)
.35%
4,410 Shared Dispositive
Power Only (10)
.25%
85,600
4.90%
(C) Cundill:
12,800 Shared Dispositive Power (11)
.73%
4,850 Shared Voting and Shared
Dispositive Power (12)
.28%
56,040 Shared Voting and Shared
Dispositive Power (13)
3.21%
1,320 Shared Dispositive
Power (14)
.08%
6,180 Shared Voting and Shared
Dispositive Power (13)
.35%
4,410 Sole Voting and Shared
Dispositive Power (15)
.25%
85,600
4.90%
(1) Such Shares are owned by an investment advisory
client of
PCA. By reason of its investment advisory
relationship with
such client, PCA (as between itself and its client)
has no
voting power but sole dispositive power over such
Shares.
PCB, because it provides investment advisory
services to
PCA, could be deemed to share dispositive power over
such
Shares with PCA. The economic interest in such
Shares is
held by the aforementioned investment advisory
client of
PCA.
(2) Such Shares are owned by investment advisory clients
of PCA.
By reason of its investment advisory relationship
with such
clients, PCA (as between itself and its client) has
shared
voting and shared dispositive power over such
Shares. PCB,
because it provides investment advisory services to
PCA,
could be deemed to share voting and dispositive
power over
such Shares with PCA. The economic interest in such
Shares
is held by the aforementioned investment advisory
clients of
PCA.
(3) Such Shares are owned by Value Fund, the investment
portfolio of which entity is managed by PCB. PCB
has sole
dispositive power and sole voting power under an
agreement
dated as of June 1, 1995. The economic interest in
such
Shares is held by Value Fund.
(4) Such Shares are owned by Global Advisors, a
corporation
organized under the laws of Netherland Antilles, the
investment portfolio of which is managed by PCB.
PCB has
shared dispositive power over such Shares under an
agreement
dated April 15, 1994. The economic interest in such
Shares
is held by Global Advisors.
(5) Such Shares are owned by International, which has
shared
dispositive power over such Shares with PCB. PCB is
the
investment manager of International and has sole
voting and
shared dispositive power over such Shares. The
economic
interest in such Shares is held by International.
(6) Such Shares are owned by Cundill Capital. The
general
partner of Cundill Capital has sole voting power
over such
Shares. PCB is the investment advisor of Cundill
Capital
and has shared dispositive power over such Shares.
The
economic interest in such Shares is held by the
limited
partners of Cundill Capital.
(7) Holdings, because it owns a controlling portion of
the
outstanding stock of PCB, which provides investment
advisory
services to PCA, could be deemed to share the power
to
dispose or direct the disposition of such Shares.
(8) Holdings, because it owns a controlling portion of
the
outstanding stock of PCB, which provides investment
advisory
services to PCA, could be deemed to share the power
to vote
and dispose or direct the disposition of such
Shares.
(9) Holdings, because it owns a controlling portion of
the
outstanding stock of PCB, could be deemed to share
the power
to vote and dispose or direct the disposition of
such
Shares.
(10) Holdings, because it owns a controlling portion of
the
outstanding stock of PCB, could be deemed to share
the power
to dispose or direct the disposition of such Shares.
(11) Cundill, because he owns a controlling portion of
the
outstanding stock of Holdings, which owns a
controlling
portion of the outstanding stock of PCB, which
provides
investment advisory services to PCA, could be deemed
to
share the power to dispose or direct the disposition
of such
Shares.
(12) Cundill, because he owns a controlling portion of
the
outstanding stock of Holdings, which owns a
controlling
portion of the outstanding of stock of PCB, which
provides
investment advisory services to PCA, could be deemed
to
share the power to vote and dispose or direct the
disposition of such Shares.
(13) Cundill, because he owns a controlling portion of
the
outstanding stock of Holdings, which owns a
controlling
portion of the outstanding stock of PCB, could be
deemed to
share the power to vote and dispose or direct the
disposition of such Shares.
(14) Cundill, because he owns a controlling portion of
the
outstanding stock of Holdings, which owns a
controlling
portion of the outstanding stock of PCB, could be
deemed to
share the power to dispose or direct the disposition
of such
Shares.
(15) Cundill, because he is a controlling person of the
general
partner of Cundill Capital, could be deemed to have
sole
voting power over such Shares. Cundill, because he
owns a
controlling portion of the outstanding stock of
Holdings,
which owns a controlling portion of the outstanding
stock of
PCB, could be deemed to share the power to dispose
or direct
the disposition of such Shares.
THE FOLLOWING PARAGRAPH IS HEREBY ADDED TO ITEM 5 IN
ORDER TO
UPDATE INFORMATION CONCERNING TRANSACTIONS IN THE SHARES:
TRANSACTIONS
Since September 6, 1995 (the date of the filing of
Amendment
No. 2 to Schedule 13D), no transactions in the Shares
have been
effected by the Reporting Persons or to the best
knowledge of the
Reporting Persons, by any executive officer, director,
affiliate
or subsidiary thereof, except the following transactions,
each of
which was made in a broker's transaction in the open
market.
Reporting Sale/ No. of
Price Per
Person Purchase Date Shares
Share
PCB on Sale 12/14/95 3,000
$92.00
behalf of 12/14/95 1,500
$92.00
PCA 01/22/96 410
$93.50
01/22/96 1,700
$93.50
01/22/96 240
$93.50
PCB on Sale 01/22/96 7,460
$93.50
behalf of
Value Fund
PCB on Sale 11/17/95 500
$93.125
behalf of 01/22/96 180
$93.50
Global
Advisors
PCB on Sale 01/22/96 820
$93.50
behalf of
International
PCB on Sale 01/22/96 590
$93.50
behalf of
Cundill
Capital
Item 5(e)
As of January 22, 1996, the Reporting Persons ceased to
be the
beneficial owners of more than 5% of the subject Shares.
<PAGE>
SIGNATURES
The undersigned certify, after reasonable inquiry
and to the
best knowledge and belief of the undersigned, that the
information set forth in this Statement is true, complete
and
correct. The undersigned agree to the filing of this
single
Amendment No. 3 to Statement on Schedule 13D.
PETER CUNDILL & ASSOCIATES
(BERMUDA) LTD.
Date: January 25, 1996 By: /s/Patrick W.D. Turley
Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: January 25, 1996 By: /s/Patrick W.D. Turley
Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: January 25, 1996 By: /s/Patrick W.D. Turley
Patrick W.D. Turley
Attorney-in-Fact*
* Pursuant to Power of Attorney on file with the
Commission
and incorporated by reference herein.
<PAGE>
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
SUITE 500
WASHINGTON, DC 20005
TELEPHONE: (202) 626-3300
FAX: (202) 626-3334
EDGAR FILING
January 25, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Dart Group Corporation
Gentlemen:
Enclosed for filing pursuant to Rule 13d-2(a) of the
Securities Exchange Act of 1934 is one copy, in
electronic form,
of an amended Schedule 13D for Dart Group Corporation
reflecting
ownership of the common stock of this issuer by certain
entities
required to make such filing.
There are no fees required in connection with this
filing.
Very truly yours,
Patrick W.D. Turley
Enclosures
