SCHEDULE 13D
Amendment No. 5
Capco Auto Products
common stock
Cusip # 139168108
Filing Fee: No
Cusip # 139168108
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: None
Item 8: None
Item 9: None
Item 10: None
Item 11: 0
Item 13: 0.00%
Item 14: HC, IA
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01
par value (the "Shares") of Capco Auto Products, a Michigan
corporation (the "Company"). The principal executive offices of
the Company are located at 300 S. St. Louis Boulevard - Suite 202
, South Bend, IN 46624-9998.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by Fidelity International
Limited, a Bermuda joint stock company incorporated for an
unlimited duration by private act of the Bermuda legislature
("FIL"). A separate Schedule 13D is being filed by FMR Corp., a
Massachusetts Corporation ("FMR"), with respect to the Shares.
FIL is an investment adviser which provides investment advisory
and management services to a number of non-U.S. investment
companies or instrument trusts (the "International Funds") and
certain institutional investors. The principal office of FIL is
located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
FMR is a holding company one of whose principal assets is
the capital stock of a wholly-owned subsidiary, Fidelity
Management & Research Company ("Fidelity"), which is also a
Massachusetts corporation. Fidelity is an investment adviser
which is registered under Section 203 of the Investment Advisers
Act of 1940 and which provides investment advisory services to
more than 30 investment companies which are registered under
Section 8 of the Investment Company Act of 1940 and serves as
investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds").
Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6)
of the Securities Exchange Act of 1934, serves as trustee or
managing agent for various private investment accounts, primarily
employee benefit plans and serves as investment adviser to
certain other funds which are generally offered to limited groups
of investors (the "Accounts"). Various directly or indirectly
held subsidiaries of FMR are also engaged in investment
management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate
development. The principal offices of FMR, Fidelity, and FMTC
are located at 82 Devonshire Street, Boston, Massachusetts 02109.
Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity. On that date, the shares of FIL held by Fidelity
were distributed as a dividend, to the shareholders of FMR. FIL
currently operates as an entity independent of FMR and Fidelity,
with certain common shareholders. The International Funds and
FIL's other clients, with the exception of Fidelity and an
affiliate of Fidelity, are non-U.S. entities.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. The Johnson family
group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR .
In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the
right to cast approximately 47.22% of the total votes which may
be cast by all holders of FIL voting stock. Mr. Johnson 3d is
Chairman of FMR and FIL. FMR and FIL are separate and
independent corporate entities. FMR and FIL are managed
independently and their boards of Directors are generally
composed of different individuals. Their investment decisions
are made independently, and clients are different organizations.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The International Funds and accounts, which own or owned
Shares, purchased in the aggregate 135,000 Shares for cash in the
amount of approximately $1,586,494, including brokerage
commissions. The International Funds and accounts used their own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Proceeds from 135,000 Shares
sold aggregated approximately $1,647,687.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of FIL or its subsidiaries in having the
International Funds and accounts purchase Shares (see Item 5
below) is to acquire an equity interest in the Company in pursuit
of specified investment objectives established by the Board of
Directors of the International Funds.
FIL or its subsidiaries may continue to have the
International Funds and accounts purchase Shares subject to a
number of factors, including, among others, the availability of
Shares for sale at what FIL or its subsidiaries considers to be
reasonable prices and other investment opportunities that may be
available to the International Funds and accounts.
FIL and its subsidiaries intend to review continuously the
equity position of the International Funds and accounts in the
Company. Depending upon future evaluations of the business
prospects of the Company and upon other developments, including,
but not limited to, general economic and business conditions and
money market and stock market conditions, FIL and its
subsidiaries may determine to cause the International Funds to
cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring
additional Shares, or by disposing of all or a portion of the
Shares.
FIL and its subsidiaries have no present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, and FIL
beneficially own all 0 Shares, reference is made to Item 2 for a
disclaimer of beneficial ownership with respect to the securities
which are "beneficially owned" by the other corporations.
(a) FIL beneficially owns, as investment adviser or the
parent of the investment adviser to the International Funds and
accounts, 0 Shares, or approximately 0.00% of the outstanding
Shares of the Company. FMR beneficially owns, zero Shares.
Neither FMR, Fidelity, nor any of its affiliates nor, to the best
knowledge of FMR, any of the persons name in Schedule A hereto,
beneficially owns any other Shares. The combined holdings of
FMR, Fidelity, are 0 Shares, or approximately 0.00% of the
outstanding Shares of the Company.
(b) The International Funds, the International Pension
Accounts and FIL, as investment adviser to the International
Funds and International Pension Accounts, each has the sole power
to vote and the sole power to dispose of the 0 Shares held by the
International Funds and the International Pension Accounts. FIL
has the sole power to vote 0 shares and the sole power to dispose
of 0 shares.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Inasmuch as FIL is no longer the beneficial owner of any of
the number of shares outstanding, FIL has no further reporting
obligation under Section 13(d) of the Securities Exchange Act of
1934 or the rules and regulations promulgated by the Securities
and Exchange Commission thereunder. This statement speaks as of
its date, and no inference should be drawn that no change has
occurred in the facts set forth herein after the date hereof.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
Fidelity International Limited
DATE: March 21, 1996 By /s/Arthur
Loring
Arthur Loring
Attorney-in-Fact
SCHEDULE A
POSITION WITH PRINCIPAL
NAME AND ADDRESS INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman
of the Board Chief Executive
82 Devonshire Street Officer-FMR
Corp.
Boston, MA 02109
Barry J. Bateman Director Chief Executive
25 Lovat Lane Officer-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Martin P. Cambridge Chief Financial Officer CFO-Fidelity
Oakhill House International
Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, V.P., &
Secretary Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International Ltd.
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box 650 President-Fidelity
Hamilton, Bermuda Bermuda, a division
of Fidelity
International Ltd.
Messrs. Johnson 3d, Byrnes, and Moreno are United States
citizens and Messrs. Cambridge, Collis, Saul, and Bateman are
citizens of the United Kingdom.
SCHEDULE B
Capco Auto Products
Three International Fund(s)/Accounts sold Shares since January
16, 1996 at the dates and at the prices set forth below. The
transactions were made for cash in open market transactions or
with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
03-14-96 135,000 $12.24