<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
EVANS, INC.
- ---------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.20 par value
- ---------------------------------------------------------------------
(Title of Class of Securities)
299155 10 1
- ---------------------------------------------------------------------
(CUSIP Number)
John P. Walsh, Esq.
101 South Hanley Road, Suite 1600
St. Louis, Missouri 63105
(314) 862-1200
- ---------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 1995
- ---------------------------------------------------------------------
(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 l;
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).
Exhibit Index is on Page 17
<PAGE> 2
CUSIP NO. 299155 10 1 13D Page 2
- -------------------------------------------------------------------
1) Name of Reporting Person: Peter Cundill & Associates
(Bermuda) Ltd.
I.R.S. Identification No.: N/A
- -------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
- -------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------
4) Source of Funds: 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: Bermuda
- -------------------------------------------------------------------
Number of (7) Sole Voting Power: 352,000
Shares Bene- -----------------------------------------------
ficially (8) Shared Voting Power: 658,354
Owned by -----------------------------------------------
Each Report- (9) Sole Dispositive Power: 602,354
ing Person -----------------------------------------------
With (10) Shared Dispositive Power: 865,500
- -------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,467,854
- -------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
- -------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 29.9%
- -------------------------------------------------------------------
14) Type of Reporting Person: CO, IA (Canadian)
- -------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 299155 10 1 13D Page 3
- -------------------------------------------------------------------
1) Name of Reporting Person: Cundill Value Fund Ltd.
I.R.S. Identification No.: N/A
- -------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
- -------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------
4) Source of Funds: 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: British Columbia,
Canada
- -------------------------------------------------------------------
Number of (7) Sole Voting Power: 0
Shares Bene- -----------------------------------------------
ficially (8) Shared Voting Power: 477,354
Owned by -----------------------------------------------
Each Report- (9) Sole Dispositive Power: 0
ing Person -----------------------------------------------
With (10) Shared Dispositive Power: 0
- -------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
447,354
- -------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
- -------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 9.7%
- -------------------------------------------------------------------
14) Type of Reporting Person: 00
- -------------------------------------------------------------------
<PAGE> 4
CUSIP NO. 299155 10 1 13D Page 4
- -------------------------------------------------------------------
1) Name of Reporting Person: Peter Cundill Holdings
(Bermuda) Ltd.
I.R.S. Identification No.: N/A
- -------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
- -------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------
4) Source of Funds: 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: Bermuda
- -------------------------------------------------------------------
Number of (7) Sole Voting Power: 0
Shares Bene- -----------------------------------------------
ficially (8) Shared Voting Power: 1,010,354
Owned by -----------------------------------------------
Each Report- (9) Sole Dispositive Power: 0
ing Person -----------------------------------------------
With (10) Shared Dispositive Power: 1,467,854
- -------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,467,854
- -------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
- -------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 29.9%
- -------------------------------------------------------------------
14) Type of Reporting Person: HC
- -------------------------------------------------------------------
<PAGE> 5
CUSIP NO. 299155 10 1 13D Page 5
- -------------------------------------------------------------------
1) Name of Reporting Person: F. Peter Cundill
I.R.S. Identification No.: N/A
- -------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
- -------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------
4) Source of Funds: 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: Canada
- -------------------------------------------------------------------
Number of (7) Sole Voting Power: 200,000
Shares Bene- -----------------------------------------------
ficially (8) Shared Voting Power: 1,010,354
Owned by -----------------------------------------------
Each Report- (9) Sole Dispositive Power: 0
ing Person -----------------------------------------------
With (10) Shared Dispositive Power: 1,467,854
- -------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,467,854
- -------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
- -------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 29.9%
- -------------------------------------------------------------------
14) Type of Reporting Person: IN
- -------------------------------------------------------------------
<PAGE> 6
Page 6
This Amendment No. 14 to the Statement on Schedule 13D
heretofore filed on May 19, 1989, as amended by Amendment No. 1
filed on December 19, 1989, Amendment No. 2 filed on February 14,
1990, Amendment No. 3 filed on March 28, 1990, Amendment No. 4
filed on December 18, 1990, Amendment No. 5 filed on February 14,
1991, Amendment No. 6 filed on March 11, 1991, Amendment No. 7
filed on July 10, 1991, Amendment No. 8 filed on January 12, 1994,
Amendment No. 9 filed on February 1, 1994, Amendment No. 10 filed
April 8, 1994, Amendment No. 11 filed on September 14, 1994,
Amendment No. 12 filed on January 9, 1995, and Amendment No. 13
filed on February 24, 1995, by Peter Cundill & Associates (Bermuda)
Ltd., a Bermuda corporation ("PCB"), Cundill Value Fund Ltd., an
open-end mutual fund organized under the laws of Canada ("Value
Fund"), Peter Cundill Holdings (Bermuda) Ltd., a Bermuda
corporation ("Holdings"), and F. Peter Cundill, a Canadian citizen
residing in England ("Cundill"), with respect to the shares of
common stock, $.20 par value ("Shares"), of Evans, Inc., a Delaware
corporation (the "Company"), whose address is 36 South State
Street, Chicago, Illinois 60603, to reflect amendments to Item Nos.
3, 5 and 6. In accordance with Item 101(a)(2)(ii) of Regulation
S-T promulgated by the Securities and Exchange Commission, this
Amendment No. 14 restates and amends the entire text of the
Schedule 13D and Amendment Nos. 1 through 13 (other than Exhibits
1 through 9 which were previously filed in paper, each of which is
incorporated herein by reference to the Schedule 13D and, pursuant
to Items 101(a)(2)(ii) and 102(a) of Regulation S-T, are not
required to be restated electronically).
Item 1. Security and Issuer.
- ------ -------------------
This Statement relates to the shares of common stock,
$0.20 par value ("Shares"), of Evans, Inc., a Delaware corporation
(the "Company"). The address of the principal executive offices of
the Company is 36 South State Street, Chicago, Illinois 60603.
Item 2. Identity and Background.
- ------ -----------------------
This Statement is filed by Peter Cundill & Associates
(Bermuda) Ltd., a Bermuda corporation ("PCB"), Cundill Value Fund
Ltd., an open-end mutual fund organized under the laws of Canada
("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").
Further information regarding the identity and background of the
Reporting Persons is as follows:
A. PCB
---
(1) PCB is an investment advisor organized under the laws of
Bermuda. Its address is:
<PAGE> 7
Page 7
15 Alton Hill
Southampton SN 01
Bermuda
The officers of PCB are:
Name Office
---- ------
F. Peter Cundill President
John R. Talbot Vice President
and Secretary
Maureen Crocker Vice President
(2) The business or residence address, citizenship, and
present principal occupation of PCB's officers and directors are as
follows:
Name: F. Peter Cundill
----------------
Position: President and Director
Business Address: Grosvenor House, Apt. 104
Park Lane
London, England
Citizenship: Canadian
Principal Occupation: Investment Advisor
Name: John R. Talbot
--------------
Position: Vice President, Secretary
and Director
Business Address: The Corner House
Church & Parliament Streets
Hamilton, Bermuda
Citizenship: British
Principal Occupation: Director & Manager, Roche
International Ltd.
Name: Maureen Crocker
---------------
Position: Vice President
Business Address: 1200 Sunlife Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal occupation: Executive Assistant to
F. Peter Cundill
Name: Nicolas Trollepe
----------------
Position: Director
Business Address: Clarendon House
Church Street
Hamilton, Bermuda
Citizenship: British
Principal Occupation: Partner in the law firm
of Conyers, Dill & Pearman
<PAGE> 8
Page 8
Name: Stephen W. Kempe
----------------
Position: Director
Business Address: 65 Front Street
Hamilton, Bermuda
Citizenship: British
Principal Occupation: Executive Vice President,
Bank of N.T. Butterfield &
Son Ltd.
Name: Graham Collis
-------------
Position: Director
Business Address: Clarendon House
Church Street
Hamilton, Bermuda
Citizenship: British
Principal Occupation: Partner in the law firm
of Conyers, Dill & Pearman
(3) Holdings is a controlling person of PCB. Information as
required by this Item 2 is furnished in Part C of this Item 2.
B. Value Fund.
----------
(1) Value Fund is an open-end mutual fund organized
under the laws of Canada. Its address is:
1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
The officers of Value Fund are:
Name Office
---- ------
Michael A. Meighan Chairman
Mark C. Stevens President and CEO
Margaret A. Vrabel Secretary and
Treasurer
(2) The business or residence address, citizenship and
present principal occupation of Value Fund's officers and directors
(except F. Peter Cundill, which information is furnished in Part A
of this Item 2) are as follows:
Name: Mark C. Stevens
---------------
Position: President, CEO and Director
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: President and CEO of Peter
Cundill & Associates Ltd.
<PAGE> 9
Page 9
Name: Margaret A. Vrabel
------------------
Position: Secretary and Treasurer
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: V.P. Finance of Peter Cundill
& Associates Ltd.
Name: Michael A. Meighan, Q.C.
------------------------
Position: Chairman and Director
Business Address: 110 Yonge Street, Suite 1601
Toronto, Ont. M5C 1T4
Citizenship: Canadian
Principal Occupation: Counsel to the law firm
Meighan Demers
Name: Bryan J. Reynolds
-----------------
Position: Director
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: President of Advent Capital
Inc.
Name: Peter W. Webster
----------------
Position: Director
Business Address: 4685 Bellevue Drive
Vancouver, B.C. V6R 1E7
Citizenship: Canadian
Principal Occupation: President of Petwyn
Investments Limited
Name: Risa E. Levine
--------------
Position: Director
Business Address: P.O. Box 49123
Bentall III
595 Burrard Street
Vancouver, B.C. V7X 1J2
Citizenship: Canadian
Principal Occupation: Partner of Thorsteinssons
Name: Helen N. Meyer
--------------
Position: Director
Business Address: 1600 - 110 Yonge Street
Toronto, Ontario
Citizenship: Canadian
Principal Occupation: President of Meyer Corporate
Valuations Ltd.
<PAGE> 10
Page 10
C. Holdings.
--------
(1) Holdings is a Bermuda corporation. Its address is:
15 Alton Hill
Southampton SN 01
Bermuda
The officers of Holdings are:
Name Office
---- ------
F. Peter Cundill President
John R. Talbot Vice President and
Secretary
(2) The names of the officers and directors are as follows
(the business or residence address, citizenship and present
principal occupation of each individual as required by this Item 2
are provided in part A of this Item 2):
Name: F. Peter Cundill
----------------
Office: President and Director
Name: John R. Talbot
--------------
Office: Vice President, Secretary
and Director
Name: Stephen W. Kempe
----------------
Office: Director
Name: Graham Collis
-------------
Office: Director
Name: Nicolas Trollepe
----------------
Office: Director
(3) Cundill is a controlling person of Holdings. Information
as required by this Item 2 is furnished in Part A of this Item 2.
D. Cundill.
-------
The business or residence address, citizenship, and
present principal occupation of Cundill and other information as
required by this Item 2 are furnished in Part A of this Item 2.
E. Proceedings.
-----------
During the last five years none of the Reporting Persons
nor, to the best knowledge of the Reporting Persons, the executive
officers, directors or controlling persons of any Reporting Person
have been convicted in any criminal proceeding (excluding traffic
<PAGE> 11
Page 11
violations or similar misdemeanors) or have been parties to any
civil, judicial or administrative proceeding as a result of which
any Reporting Person or such executive officer, director or
controlling person 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 violation with respect to such laws.
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 403,500 Shares in the open market,
for an aggregate consideration (exclusive of brokers'
commissions) of $1,090,520.86. 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 Value Fund, a Canadian open-end
mutual fund, PCB purchased a total of 477,354 Shares in open
market transactions for an aggregate consideration (exclusive
of brokers' commissions) of $2,072,405.63. 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 Cundill International Company,
Ltd., a mutual fund corporation incorporated under the laws of
Bermuda ("International"), PCB purchased a total of 227,000
Shares in open market transactions for an aggregate con-
sideration (exclusive of brokers' commissions) of $500,879.60.
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.
(4) Acting on behalf of Peter Cundill Limited
Partnership, a limited partnership formed under the laws of
British Columbia ("Cundill Limited"), PCB purchased a total of
200,000 Shares in open market transactions, for an aggregate
consideration (exclusive of brokers' commissions) of
$521,827.50. 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.
<PAGE> 12
Page 12
(5) 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 35,000
Shares in open market transactions for an aggregate
consideration (exclusive of brokers' commissions) of
$78,750.00. To the best knowledge of the Reporting Persons,
the funds used in such purchases were from Global Advisors'
existing available investment capital and none of the
consideration for such Shares was represented by borrowed
funds.
(6) Acting on behalf of Somerville S. Trust, a trust
formed under the laws of New York ("Somerville"), PCB
purchased a total of 125,000 Shares in open market
transactions for an aggregate consideration (exclusive of
brokers' commissions) of $466,000.00. To the best knowledge
of the Reporting Persons, the funds used in such purchases
were from Somerville's existing available investment capital
and none of the consideration for such Shares was represented
by borrowed funds.
Individually none of PCA, International, Cundill Limited,
Global Advisors or Somerville beneficially own 5% or more of the
Shares. Due to the investment management services provided by PCB
to PCA, Value Fund, International, Cundill Limited, Global Advisors
and Somerville, PCB could be deemed a beneficial owner of all
Shares purchased in the transaction described in subitems (1), (2),
(3), (4), (5) and (6) above.
All dollar amounts are in United States dollars.
Item 4. Purpose of Transactions.
- ------ -----------------------
The Shares were acquired for the purpose of making a
profit. The Reporting Persons expect to monitor the Company's
performance by, among other things, having discussions from time to
time with management, employees and/or directors of the Company,
other shareholders, market and business analysts, and others.
Depending on various factors which they deem relevant, the
Reporting Persons may hold the Shares, buy more shares or sell some
or all of the Shares from time to time.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
<TABLE>
The number of Shares which may be deemed to be
beneficially owned by the Reporting Persons are as follows:
<PAGE> 13
Page 13
<CAPTION>
Shares Deemed to be Nature of Percentage
Beneficially Owned By: Ownership of Class
--------------------- --------- ----------
<S> <C> <C>
(A) PCB:
---
Shared Dispositive Power
222,500 Only <F1> 4.52%
Shared Voting and Shared
181,000 Dispositive Power <F2> 3.68%
Shared Voting and Sole
477,354 Dispositive Power <F3> 9.71%
Sole Voting and Shared
227,000 Dispositive Power <F4> 4.62%
Shared Dispositive Power
200,000 Only <F5> 4.07%
35,000 Shared Dispositive Power <F6> .71%
Sole Voting and Sole
125,000 Dispositive Power <F7> 2.54%
------- ----
1,467,854 29.85%
========= =====
(B) Value Fund:
----------
Shared Voting Power
477,354 Only <F3> 9.71%
======= ====
(C) Holdings:
--------
Shared Dispositive Power
222,500 Only <F8> 4.52%
Shared Voting and Shared
161,000 Dispositive Power <F9> 3.68%
Shared Voting and Shared
477,354 Dispositive Power <F10> 9.71%
Shared Voting and Shared
227,000 Dispositive Power <F10> 4.62%
Shared Dispositive Power
200,000 Only <F11> 4.07%
Shared Dispositive Power
35,000 Only <F11> .71%
<PAGE> 14
Page 14
Shared Voting and Shared
125,000 Dispositive Power <F10> 2.54%
------- ----
1,467,854 29.85%
========= =====
(D) Cundill:
Shared Dispositive
222,500 Only <F12> 4.52%
Shared Voting and Shared
161,000 Dispositive Power <F13> 3.68%
Shared Voting and Shared
477,354 Dispositive Power <F14> 9.71%
Shared Voting and Shared
227,000 Dispositive Power <F14> 4.62%
Sole Voting and Shared
200,000 Dispositive Power <F15> 4.07%
Shared Dispositive Power
35,000 Only <F16> .71%
Shared Voting and Shared
125,000 Dispositive Power <F14> 2.54%
------- ----
1,467,854 29.85%
========= =====
<FN>
- ----------------------------
<F1> 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 sole
dispositive power, but no voting 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.
<F2> 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 clients) has shared
voting power and shared dispositive power over such Shares.
PCB, because it provides investment advisory services to PCA,
could be deemed to share voting power and dispositive power
over such Shares with PCA. The economic interest in such
Shares is held by the aforementioned investment advisory
clients of PCA.
<PAGE> 15
Page 15
<F3> Such Shares are owned by Value Fund, the investment portfolio
of which entity is managed by PCB. PCB has sole dispositive
power and shared voting power with the Board of Directors of
Value Fund under an agreement dated April 1, 1987. The
economic interest in such Shares is held by Value Fund.
<F4> 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.
<F5> Such Shares are owned by Cundill Limited. The general partner
of Cundill Limited has sole voting power over such Shares.
PCB is the investment advisor of Cundill Limited and has
shared dispositive power over such Shares. The economic
interest in such Shares is held by the limited partners of
Cundill Limited.
<F6> Such Shares are owned by Global Advisors, 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.
<F7> Such Shares are owned by Somerville, the investment portfolio
of which is managed by PCB. PCB has sole voting and sole
dispositive power over such Shares under an agreement with
Somerville. The economic interest in such Shares is held by
Somerville.
<F8> 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.
<F9> 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.
<F10> 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.
<F11> 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.
<F12> 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
<PAGE> 16
Page 16
investment advisory services to PCA, could be deemed to share
the power to dispose or direct the disposition of such Shares.
<F13> 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 vote and dispose or direct the disposition of
such Shares.
<F14> 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.
<F15> Cundill, because he is a controlling person of the general
partner of Cundill Limited, could be deemed to have sole
voting power of 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.
<F16> Cundill, because he owns a controlling portion of the
outstanding stock of Holdings, which owns a controlling
portion of the stock of PCB, could be deemed to share the
power to dispose or direct the disposition of Shares.
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relation-
- ------ ---------------------------------------------------
ships With Respect to Securities of the Issuer.
----------------------------------------------
PCB and Value Fund are parties to an agreement, a copy of
which is incorporated herein by reference, pursuant to which PCB is
granted the exclusive right supervise the assets and securities
portfolio of Value Fund.
PCB has entered into an agreement with PCA, a copy of
which is incorporated herein by reference, pursuant to which PCB is
required to provide the investment counselling and transaction
skills of Cundill which are required by PCA to fulfill its
portfolio management contracts with its clients.
PCB has entered into a management agreement with
International, a copy of which is incorporated herein by reference,
pursuant to which PCB has sole voting and shared dispositive power
over the investments of International.
Cundill Limited has arranged with PCB that PCB shall act
as investment counsel as shown on the excerpt from the Cundill
Limited Partnership Agreement which is incorporated herein by
<PAGE> 17
Page 17
reference, pursuant to which PCB has shared dispositive power over
the investments of Cundill Limited.
PCB has entered into an agreement with Global Advisors,
a copy of which is incorporated herein by reference, pursuant to
which PCB is required to provide investment management services.
PCB has entered into an agreement with Somerville as of
May 15, 1995, pursuant to which PCB is required to provide
investment management services.
Item 7. Materials Filed as Exhibits.
- ------ ---------------------------
Exhibit 1 - Agreement dated April 1, 1987
between PCB and Value Fund filed with Amendment No. 7
to Schedule 13D dated July 9, 1991
Exhibit 2 - Agreement dated December 28,
1984 between PCB and PCA filed with Amendment No. 7
to Schedule 13D dated July 9, 1991
Exhibit 3 - Management Agreement dated
September 18, 1985 between PCB and International
filed with Amendment No. 7 to Schedule 13D dated
July 9, 1991
Exhibit 4 - Excerpt from Cundill Limited
Partnership Agreement filed with Amendment No. 7
to Schedule 13D dated July 9, 1991
Exhibit 5 - Special Power of Attorney from
PCB filed with Amendment No. 7 to Schedule 13D dated
July 9, 1991
Exhibit 6 - Special Power of Attorney from
Value Fund filed with Amendment No. 7 to Schedule 13D
dated July 9, 1991
Exhibit 7- Special Power of Attorney from
Holdings filed with Amendment No. 7 to Schedule 13D
dated July 9, 1991
Exhibit 8 - Special Power of Attorney from
Cundill filed with Amendment No. 7 to Schedule 13D
dated July 9, 1991
Exhibit 9 - Advisory Agreement dated
April 15, 1994, between PCB and Global Advisors filed
with Amendment No. 12 to Schedule 13D dated
January 5, 1995
<PAGE> 18
Page 18
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. 14 to
Statement on Schedule 13D.
PETER CUNDILL & ASSOCIATES
(BERMUDA) LTD.
Date: June 9, 1995 By: /s/ John P. Walsh
------------------------------------
John P. Walsh, Attorney-in-Fact
CUNDILL VALUE FUND LTD.
Date: June 9, 1995 By: /s/ John P. Walsh
-----------------------------------
John P. Walsh, Attorney-in-Fact
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: June 9, 1995 By: /s/ John P. Walsh
------------------------------------
John P. Walsh, Attorney-in-Fact
F. PETER CUNDILL
Date: June 9, 1995 By: /s/ John P. Walsh
------------------------------------
John P. Walsh, Attorney-in-Fact
