SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )
ELSINORE CORPORATION
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
290308 20 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)
June 4, 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: 761,900
SHARES 8 Shared Voting Power: 0
BENEFICIALLY 9 Sole Dispositive Power: 761,900
OWNED BY 10 Shared Dispositive Power: 0
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 761,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.79%
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 Cundill Value Fund
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: British Columbia,
Canada
NUMBER OF 7 Sole Voting Power: 0
SHARES 8 Shared Voting Power: 761,900
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 761,900
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 761,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.79%
14 TYPE OF REPORTING PERSON: OO
<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: 761,900
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 761,900
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 761,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.79%
14 TYPE OF REPORTING PERSON: HC
<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: Canada
NUMBER OF 7 Sole Voting Power: 0
SHARES 8 Shared Voting Power: 761,900
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 761,900
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 761,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.79%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
This Amendment No. 6 to Statement on Schedule 13D heretofore
filed on December 13, 1990, as amended by Amendment No. 1 filed
on January 7, 1993, Amendment No. 2 filed on May 19, 1993,
Amendment No. 3 filed on June 17, 1993, Amendment No. 4 filed on
February 24, 1995, and Amendment No. 5 filed May 18, 1995, is
being filed by Peter Cundill & Associates (Bermuda) Ltd., a
Bermuda corporation ("PCB"), Cundill Value Fund, an
unincorporated mutual fund trust governed by the laws of British
Columbia (which is the continuation of and successor to Cundill
Value Fund Ltd.) ("Value Fund"), Peter Cundill Holdings (Bermuda)
Ltd., a Bermuda corporation ("Holdings"), and F. Peter Cundill, a
Canadian citizen residing in England ("Cundill") (PCB, Value
Fund, Holdings and Cundill are sometimes also referred to herein
individually as a "Reporting Person" and collectively as the
"Reporting Persons"), to reflect 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 Value Fund, PCB purchased a
total of 761,900 Shares in open market transactions for an
aggregate consideration (exclusive of brokers' commissions)
of $963,997.58. 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.
Individually PCB does not beneficially own 5% or
more of the Shares. Due to the investment management
services provided by PCB to Value Fund, PCB could be deemed
a beneficial owner of all Shares purchased in the
transactions described in subitem (1) 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:
761,900 Sole Voting and Sole
Dispositive Power (1) 4.79%
(B) Value Fund:
761,900 Shared Voting and Shared
Dispositive Power (1) 4.79%
(C) Holdings:
761,900 Shared Voting and Shared
Dispositive Power (2) 4.79%
(D) Cundill:
761,900 Shared Voting and Shared
Dispositive Power (3) 4.79%
(1) 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.
(2) 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.
(3) 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.
THE FOLLOWING PARAGRAPH IS HEREBY ADDED TO ITEM 5 IN ORDER TO
UPDATE INFORMATION CONCERNING TRANSACTIONS IN THE SHARES:
TRANSACTIONS
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 during the last 60 days, 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 6/4/96 42,000 $0.625
behalf of
Value
Fund
Item 5(e)
As of June 4, 1996, the Reporting Persons ceased to be the
beneficial owners of more than 5% of the subject Shares.
Item 7. Materials Filed as Exhibits.
Exhibit 1 - Power of Attorney for Cundill Value Fund.
<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. 6 to Statement on Schedule 13D.
PETER CUNDILL & ASSOCIATES
(BERMUDA) LTD.
Date: June 7, 1996 By: /s/Patrick W.D. Turley
Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: June 7, 1996 By: Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: June 7, 1996 By: Patrick W.D. Turley
Attorney-in-Fact*
CUNDILL VALUE FUND
Date: June 7, 1996 By: Patrick W.D. Turley
Attorney-in-Fact**
* Pursuant to Power of Attorney on file with the Commission
and incorporated by reference herein.
** Pursuant to Power of Attorney filed herein.
<PAGE>
EXHIBIT 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
Cundill Value Fund, by its manager, Peter Cundill & Associates
Ltd., constitutes and appoints Jeffrey L. Steele, Allan S.
Mostoff, Paul F. Roye and Patrick W.D. Turley, and each of them,
its true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for it in its name, place, and
stead, to sign any and all documents and materials of each type
and any amendments or supplements thereto, and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, or the
securities administrator of any jurisdiction, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as a duly
authorized representative might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Cundill Value Fund
on its behalf by Peter Cundill
& Associates Ltd.
DATED: June 6, 1996 Per:Mark C. Stevens
President and C.E.O.
