SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
EVANS, INC.
(Name of Issuer)
Common Stock, $.20 par value
(Title of Class of Securities)
299155 10 1
(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)
September 3, 1997
(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 [X]. (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).
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<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: 258,000
SHARES 8 Shared Voting Power: 523,854
BENEFICIALLY 9 Sole Dispositive Power: 508,354
OWNED BY 10 Shared Dispositive Power: 680,500
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,188,854
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.84%
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: 781,854
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 1,188,854
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,188,854
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.84%
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: 185,500
SHARES 8 Shared Voting Power: 781,854
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 1,188,854
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,188,854
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.84%
14 TYPE OF REPORTING PERSON: IN
<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: Canada
NUMBER OF 7 Sole Voting Power: 0
SHARES 8 Shared Voting Power: 457,354
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 457,354
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 457,354
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.17%
14 TYPE OF REPORTING PERSON: OO
<PAGE>
This Amendment No. 16 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, Amendment No. 13 filed on February 24, 1995, Amendment No. 14
filed on June 9, 1995 and Amendment No. 15 filed on September 8, 1995, is filed
by Peter Cundill & Associates (Bermuda) Ltd., a Bermuda corporation ("PCB"),
Peter Cundill Holdings (Bermuda) Ltd., a Bermuda corporation ("Holdings"),
Cundill Value Fund, an incorporated mutual fund trust governed by the laws of
British Columbia ("Value Fund") and F. Peter Cundill, a Canadian citizen
residing in England ("Cundill") (PCB, Holdings, Value Fund 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 2, 3, 4 and 5:
ITEM 2 IS HEREBY AMENDED AND RESTATED TO READ AS FOLLOWS IN ITS
ENTIRETY:
ITEM 2. Identity and Background.
This Statement is being filed by 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:
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 J. Crocker Vice President
<PAGE>
(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, Vice President &
Manager, Roche
International Ltd.
Name: Maureen J. Crocker
Position: Vice President
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: Executive Assistant to
F. Peter Cundill
Name: Nicolas G. Trollope
Position: Director
Business Address: Clarendon House
Church Street
Hamilton, Bermuda
Citizenship: British
Principal Occupation: Partner in the law
firm of Conyers, Dill
& Pearman
<PAGE>
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 B.R. 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 B of this Item 2.
B. 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
<PAGE>
Name: John R. Talbot
Office: Vice President, Secretary
and Director
Name: Stephen W. Kempe
Office: Director
Name: Graham B.R. Collis
Office: Director
Name: Nicolas G. Trollope
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.
C. 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.
D. Value Fund
(1) The Value Fund is a mutual fund trust governed by the laws
of British Columbia pursuant to a Master Declaration of Trust dated June 1, 1995
and executed by The Trust Company of Bank of Montreal as Trustee. The Value Fund
is managed by Peter Cundill & Associates Ltd., a company incorporated under the
laws of British Columbia. Its address is:
1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
The officers of the Manager, Peter Cundill & Associates
Ltd. are:
Name Office
Brian L. McDermott Chairman
Mark C. Stevens President and C.E.O.
Kerry A. Ho Executive Vice President
Margaret A. Vrabel V.P. Finance, Secretary
and Treasurer
Tim McElvaine V.P. Investments
<PAGE>
(2) The business or residence address, citizenship and
present principal occupation of the officers and directors of the Manager,
Peter Cundill & Associates Ltd., are as follows:
Name: Mark C. Stevens
Position: Director, President and
C.E.O.
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: President and C.E.O.
Name: Kerry A. Ho
Position: Director, Executive Vice
President
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: Executive Vice President
Name: Margaret A. Vrabel
Position: Director, V.P. Finance,
Secretary,
Treasurer
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: V.P. Finance, Secretary,
Treasurer
Name: Tim McElvaine
Position: Director, V.P. Investments
Business Address: Suite 304
177 Wellington Avenue
Kingston, Ontario K7L 3E3
Citizenship: Canadian
Principal Occupation: V.P. Investments
Name: Brian L. McDermott
Position: Director, Chairman
Business Address: 1470 East Valley Road
Suite A1
Santa Barbara, CA 93108
Principal Occupation: Managing Director, Peter
Cundill & Associates, Inc.
<PAGE>
(3) The business or residence address, citizenship and present
principal occupation of the Governors of the Value Fund are as follows:
Name: F. Peter Cundill
Position: Governor
Business Address: Grosvenor House, Apt. 104
Park Lane
London W1A 3AA, England
Citizenship: Canadian
Principal Occupation: Investment Advisor
Name: Michael A. Meighen, Q.C.
Position: Governor
Business Address: Box 11, 11th Floor
Merrill Lynch Canada Tower
Sun Life Centre, 200 King
Street West
Toronto, Ontario M5H 3T4
Citizenship: Canadian
Principal Occupation: Counsel to Law Firm Meighen
& Demers
Name: O. Margaret Davidson
Position: Governor
Business Address: Suite 900
1100 Sherbrooke Street West
Montreal, Quebec H3A 2S7
Citizenship: Canadian
Principal Occupation: Managing Director, Private
Asset Management, TD Asset
Management Inc.
Name: Helen M. Meyer
Position: Governor
Business Address: Windridge, R.R. #1
Ontario N0B 1T0
Citizenship: Canadian
Principal Occupation: President, Meyer Corporate
Valuations Ltd.
Name: Bryan J. Reynolds
Position: Governor
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, BC V6E 4A6
Citizenship: Canadian
<PAGE>
Principal Occupation: President, Advent Capital
Inc.
Name: Peter W. Webster
Position: Governor
Business Address: 4685 Bellevue Drive
Vancouver, BC V6R 1E7
Citizenship: Canadian
Principal Occupation: President, Petwyn
Investments Limited
Name: Mark C. Stevens
Position: Governor
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, BC V6E 4A6
Citizenship: Canadian
Principal Occupation: President and C.E.O., Peter
Cundill & Associates Ltd.
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 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 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
288,000 Shares in the open market for an aggregate consideration
(exclusive of brokers' commissions) of $665,047.50. 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>
(2) Acting on behalf of various of its investment advisory
clients, PCB purchased a total of 51,000 Shares in open market
transactions for an aggregate consideration (exclusive of brokers'
commissions) of $69,843.95. 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.
(3) Acting on behalf of Cundill Value Fund, an unincorporated
trust governed by the laws of British Columbia ("Value Fund"), PCB
purchased a total of 457,354 Shares in open market transactions for an
aggregate consideration (exclusive of brokers' commissions) of
$2,058,517.16. 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.
(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 207,000 Shares in open
market transactions for an aggregate consideration (exclusive of
brokers' commissions) of $437,793.79. 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 Peter Cundill Limited Partnership, a
limited partnership formed under the laws of British Columbia ("Cundill
Limited"), PCB purchased a total of 180,000 Shares in open market
transactions, for an aggregate consideration (exclusive of brokers'
commissions) of $462,569.93. 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.
(6) 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 5,500 Shares in open market
transactions for an aggregate consideration (exclusive of brokers'
commissions) of $7,390.63. 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 none of PCA, International, Cundill
Limited or Cundill Capital beneficially own 5% or more of the Shares.
Due to the investment management services provided by PCB to PCA, Value
Fund, International, Cundill Limited and Cundill Capital, PCB could be
deemed a beneficial owner of all
<PAGE>
Shares purchased in the transactions described in subitems (1), (2),
(3), (4), (5) and (6) above.
All dollar amounts are in United States dollars.
ITEM 4 IS HEREBY RESTATED TO READ AS FOLLOWS IN ITS ENTIRETY:
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.
THE FIRST PARAGRAPH OF 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:
221,500 Shared Dispositive Power
Only (1) 4.44%
66,500 Shared Voting and Shared
Dispositive Power (2) 1.33%
51,000 Sole Voting and Sole
Dispositive Power (3) 1.02%
457,354 Shared Voting and Sole
Dispositive Power (4) 9.17%
207,000 Sole Voting and Shared
Dispositive Power (5) 4.15%
180,000 Shared Dispositive
Power Only (6) 3.61%
5,500 Shared Dispositive
Power Only (7) 0.11%
1,188,854 23.84%
========= ======
<PAGE>
(B) Holdings:
221,500 Shared Dispositive Power
Only (8) 4.44%
66,500 Shared Voting and Shared
Dispositive Power (9) 1.33%
51,000 Shared Voting and Shared
Dispositive Power (10) 1.02%
457,354 Shared Voting and Sole
Dispositive Power (11) 9.17%
207,000 Shared Voting and Shared
Dispositive Power (12) 4.15%
180,000 Shared Dispositive
Power Only (13) 3.61%
5,500 Shared Dispositive
Power Only (14) 0.11%
1,188,854 23.84%
========= ======
(C) Cundill:
221,500 Shared Dispositive Power
Only (15) 4.44%
66,500 Shared Voting and Shared
Dispositive Power (16) 1.33%
51,000 Shared Voting and Shared
Dispositive Power (17) 1.02%
457,354 Shared Voting and Shared
Dispositive Power (18) 9.17%
207,000 Shared Voting and Shared
Dispositive Power (19) 4.15%
180,000 Sole Voting and Shared
Dispositive Power (20) 3.61%
5,500 Sole Voting and Shared
Dispositive Power (21) 0.11%
1,188,854 23.84%
========= ======
<PAGE>
(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 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.
(2) 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 shared voting 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 client of PCA.
(3) Such Shares are owned by investment advisory clients of PCB. By reason of
its investment advisory relationship with such clients, PCB (as between
itself and its clients) has sole voting and sole dispositive power over
such Shares. The economic interest in such Shares is held by the
aforementioned investment advisory clients of PCB.
(4) 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 under an agreement dated as of June 1, 1995. The economic interest in
such Shares is held by Value Fund.
(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 Limited. The general partner of Cundill
Limited has sole voting power over such Shares. PCB is the investment
adviser 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.
(7) 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.
<PAGE>
(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 dispose or direct the disposition of such Shares.
(9) 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.
(10) 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.
(11) 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.
(12) 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.
(13) 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.
(14) 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.
(15) 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 dispose or direct the disposition of such Shares.
(16) 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.
(17) 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.
<PAGE>
(18) 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.
(19) 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.
(20) Cundill, because he is a controlling person of the general partner of
Cundill Limited, 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.
(21) 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
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
Person Purchase Date Shares Share
PCB Sale 9/3/97 21,000 $2.797
" " 10,000 $2.797
" " 21,000 $2.797
PCB on Sale 9/3/97 20,000 $2.797
$2.797
<PAGE>
PCB on Sale 9/3/97 20,000 $2.797
behalf of
Value Fund
PCB on Sale 9/3/97 21,000 $2.797
behalf of
PCA
PCB on Sale 9/3/97 20,000 $2.797
behalf of
Inter-
national
PCB on Sale 9/3/97 21,000 $2.797
behalf of
PCA
Item 7. Materials Filed as Exhibits.
In accordance with Rule 101(a)(2)(ii) of Regulation
S-T, the following exhibits which have been previously filed in paper format,
are not required to be restated electronically and are incorporated by reference
herein.
Exhibit 1 - Agreement dated April 1, 1987 between PCB
and PCA (previously filed with Amendment
No. 7 to this Schedule 13D filed on
July 9, 1991).
Exhibit 2 - Master Investment Counsel Agreement dated
June 1, 1995 between PCB and the Trustee
of Value Fund (Incorporated by reference
to Exhibit D to Item 7 of Amendment No. 9
to Schedule 13D filed by the Reporting
Persons on October 12, 1995 with respect
to the common stock of BRL Enterprises,
Inc.)
Exhibit 3 - Power of Attorney for Peter Cundill &
Associates (Bermuda) Ltd (Incorporated by
reference to Exhibit A to Item 7 of
Amendment No. 9 to Schedule 13D filed by
the Reporting Persons on October 12, 1995
with respect to the common stock of BRL
Enterprises, Inc.)
Exhibit 4 - Power of Attorney for Peter Cundill
Holdings (Bermuda) Ltd (Incorporated by
reference to Exhibit B to Item 7 of
Amendment No. 9 to Schedule 13D filed by
the Reporting Persons on October 12, 1995
with respect to the common stock of BRL
Enterprises, Inc.)
<PAGE>
Exhibit 5 - Power of Attorney for F. Peter Cundill
(Incorporated by reference to Exhibit C to
Item 7 of Amendment No. 9 to Schedule 13D
filed by the Reporting Persons on October
12, 1995 with respect to the common stock
of BRL Enterprises, Inc.)
Exhibit 6 - Power of Attorney for Cundill Value Fund
(Incorporated by reference to Exhibit 1 to
Item 7 of Amendment No. 6 to Schedule 13D
filed by the Reporting Persons on June 7,
1996 with respect to the common stock of
Elsinore Corporation).
<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 Statement on Schedule 13D.
PETER CUNDILL & ASSOCIATES
(BERMUDA) LTD.
Date: September 9, 1997 By: /s/Patrick W.D. Turley
----------------------
Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: September 9, 1997 By: /s/Patrick W.D. Turley
----------------------
Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: September 9, 1997 By: /s/Patrick W.D. Turley
----------------------
Patrick W.D. Turley
Attorney-in-Fact*
CUNDILL VALUE FUND
Date: September 9, 1997 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.
