SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
EVANS, INC.
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(Name of Issuer)
Common Stock, $.20 par value
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(Title of Class of Securities)
299155 10 1
(CUSIP Number)
Jeffrey L. Steele, Esq., 1775 Eye Street, N.W. Washington, D.C. 20006
(202) 261-3314
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 24, 1998
(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 1 of 13 Pages
<PAGE>
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Cundill & Associates (Bermuda) Ltd.
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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SEC USE ONLY
3
----------------------------------------------------------------------
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
- --------- ----------------------------------------------------------------------
7
SOLE VOTING POWER
NUMBER OF SHARES 93,200
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
--------- ----------------------------------------------
8
SHARED VOTING POWER
319,754
--------- ----------------------------------------------
9
SOLE DISPOSITIVE POWER
319,754
--------- ----------------------------------------------
10
SHARED DISPOSITIVE POWER
184,257
- ----------------------- --------- ----------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,011
- ----------- --------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- ------------ -------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
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14
TYPE OF REPORTING PERSON
CO, IA (Canadian)
- ------------ -------------------------------------------------------------------
<PAGE>
- --------- ----------------------------------------------------------------------
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
--------- ----------------------------------------------
8
SHARED VOTING POWER
412,954
--------- ----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
504,011
- ------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,011
- ------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- ------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
- ------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- ------------ -------------------------------------------------------------------
<PAGE>
- --------- ----------------------------------------------------------------------
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
SHARES
BENEFICIALLY 73,700
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ----------------------------------------------
8 SHARED VOTING POWER
412,954
--------- ----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
504,011
- ----------------------- --------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING ERSON
504,011
- ------------ -------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- ------------ -------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
- ------------ -------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
IN
- ------------ -------------------------------------------------------------------
<PAGE>
- --------- ----------------------------------------------------------------------
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
SHARES SOLE VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
--------- ----------------------------------------------
8 SHARED VOTING POWER
319,754
--------- ----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
319,754
- ----------------------- --------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
319,754
- ------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ].
- ------------ -------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.33%
- ------------ -------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
OO
- ------------ -------------------------------------------------------------------
<PAGE>
This Amendment No. 21 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, Amendment No. 15 filed on September 8, 1995, Amendment No. 16 filed on
September 9, 1997, Amendment No. 17 filed on October 7, 1997, Amendment No. 18
filed on April 17, 1998, Amendment No. 19 filed on May 14, 1998 and Amendment
No. 20 filed on June 8, 1998, 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 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
17,357 Shares in the open market for an aggregate consideration
(exclusive of brokers' commissions) of $34,714.00. 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
mutual fund trust governed by the laws of British Columbia ("Value
Fund"), PCB purchased a total of 319,754 Shares in open market
transactions for an aggregate consideration (exclusive of brokers'
commissions) of $1,406,955.44. 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 93,200 Shares in open
market transactions for an aggregate consideration (exclusive of
brokers' commissions) of $105,553.75. 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.
(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 73,700 Shares in open market
transactions, for an aggregate consideration (exclusive of brokers'
commissions) of $87,269.29. 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 or Cundill Limited
beneficially own 5% or more of the Shares. Due to the investment
management services provided by PCB to PCA, Value Fund, International
and Cundill Limited, PCB could be deemed a beneficial owner of all
Shares purchased in the transactions described in subitems (1), (2),
(3) and (4) above.
All dollar amounts are in United States dollars.
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 Ownership Percentage
Beneficially Owned By: of Class
(A) PCB:
17,357 Shared Dispositive Power
Only (1) 0.34%
319,754 Shared Voting and Sole
Dispositive Power (2) 6.33%
93,200 Sole Voting and Shared
Dispositive Power (3) 1.85%
Shared Dispositive
73,700 Power Only (4) 1.46%
------ -----
504,011 9.98%
======= =====
(B) Holdings:
17,357 Shared Dispositive Power
Only (5) 0.34%
319,754 Shared Voting and Sole
Dispositive Power (6) 6.33%
93,200 Shared Voting and Shared
Dispositive Power (7) 1.85%
Shared Dispositive
73,700 Power Only (8) 1.46%
------- -----
504,011 9.98%
======= =====
(C) Cundill:
17,357 Shared Dispositive Power
Only (9) 0.34%
319,754 Shared Voting and Shared
Dispositive Power (10) 6.33%
93,200 Shared Voting and Shared
Dispositive Power (11) 1.85%
Sole Voting and Shared
73,700 Dispositive Power (12) 1.46%
504,011 9.98%
======= ====
(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 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(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, could be deemed to share the power to vote and dispose or
direct the disposition of such Shares.
(12) 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.
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 since June 8, 1998 (the date
Amendment No. 20 was filed by the Reporting Persons), except the following
transactions, each of which was made in a broker's transaction in the open
market.
Reporting Person Sale/ No. of Shares Price
Purchase Date Share
PCB on behalf of Sale 6/10/98 6,900 $0.850
PCA Sale 6/24/98 1,800 0.813
PCB on behalf of Sale 6/10/98 6,800 $0.850
Cundill Limited Sale 6/24/98 7,800 0.813
PCB on behalf of Sale 6/10/98 6,900 $0.850
Value Fund Sale 6/24/98 33,600 0.813
PCB on behalf of Sale 6/10/98 6,800 $0.850
International Sale 6/24/98 9,800 0.813
Item 7. Materials Filed as Exhibits.
In accordance with Rule 101(a)(2)(ii) of Regulation ST, 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.)
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: June 30, 1998 By: /s/Patrick W.D. Turley
----------------------
Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL
HOLDINGS
(BERMUDA) LTD.
Date: June 30, 1998 By: /s/Patrick W.D. Turley
----------------------
Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: June 30, 1998 By: /s/Patrick W.D. Turley
----------------------
Patrick W.D. Turley
Attorney-in-Fact*
CUNDILL VALUE FUND
Date: June 30, 1998 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.
