SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )
MOORE PRODUCTS COMPANY
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
615836 10 3
(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)
January 18, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule
13G to report the acquisition which is the subject of
this
Schedule 13D, and is filing this schedule because of
Rule 13d-
1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the
statement
[ ]. (A fee is not required only if the reporting
person: (1)
has a previous statement on file reporting beneficial
ownership
of more than five percent of the class of securities
described in
Item 1; and (2) has filed no amendment subsequent
thereto
reporting beneficial ownership of five percent or less
of such
class.) (See Rule 13d-7.)
The information required on the remainder of this cover
page
shall not be deemed to be "filed" for the purpose of
Section 18
of the Securities Exchange Act of 1934 ("Act") or
otherwise
subject to the liabilities of that section of the Act
but shall
be subject to all other provisions of the Act (however,
see the
Notes).
<PAGE>
SCHEDULE 13D
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Peter Cundill & Associates (Bermuda) Ltd.
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda
NUMBER OF 7 Sole Voting Power: 152,200
SHARES 8 Shared Voting Power: 22,875
BENEFICIALLY 9 Sole Dispositive Power: 152,200
OWNED BY 10 Shared Dispositive Power: 44,225
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 196,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.60%
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: 175,075
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 196,425
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 196,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.60%
14 TYPE OF REPORTING PERSON: HC
<PAGE>
SCHEDULE 13D
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 F. Peter Cundill
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Canada
NUMBER OF 7 Sole Voting Power: 0
SHARES 8 Shared Voting Power: 175,075
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 196,425
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 196,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.60%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
This Amendment No. 6 to Statement on
Schedule 13D,
originally filed on March 12, 1991, as amended by
Amendment No. 1
filed on February 13, 1992, Amendment No. 2 filed
on March 1,
1993, Amendment No. 3 filed on February 1, 1994,
Amendment No. 4
filed on September 14, 1994, and Amendment No. 5
filed on
February 24, 1995 is being filed by Peter Cundill &
Associates
(Bermuda) Ltd., a Bermuda corporation ("PCB"),
Peter Cundill
Holdings (Bermuda) Ltd., a Bermuda corporation
("Holdings"), and
F. Peter Cundill, a Canadian citizen residing
in England
("Cundill") (PCB, Holdings and Cundill are
sometimes also
referred to herein individually as a "Reporting
Person" and
collectively as "Reporting Persons"), to reflect
amendments to
Item 5 and to restate the Schedule 13D in its
entirety. In
accordance with Item 101(a)(2)(ii) of Regulation
S-T, this
Amendment No. 6 amends and restates the entire
text of the
Schedule 13D, as previously amended by Amendments No.
1 through
5.
ITEM 1. Security and Issuer.
This Statement relates to the shares of
common stock,
$1.00 par value ("Shares"), of Moore Products Co., a
Pennsylvania
corporation (the "Company"). The address of the
Company is
Sumneytown Pike, Spring House, Pennsylvania 19477.
ITEM 2. Identity and Background.
This Statement is filed by PCB, Holdings, and
Cundill.
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
(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 J. 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 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
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
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. 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. 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 44,225 Shares in
the open
market for an aggregate consideration (exclusive
of brokers'
commissions) of $660,043.75. 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.
(2) Acting on behalf of Cundill Value
Fund, an
unincorporated trust governed by the laws
of British
Columbia (which is the continuation of and
successor to
Cundill Value Fund Ltd.) ("Value Fund"), PCB
purchased a
total of 152,200 Shares in open market
transactions for an
aggregate consideration (exclusive of brokers'
commissions)
of $3,321,711.24. To the best knowledge of the
Reporting
Persons, the funds used in such purchases were
from Value
Fund's existing available investment capital and
none of the
consideration for such Shares was represented
by borrowed
funds.
Individually PCA does not beneficially
own 5% or
more of the Shares. Due to the investment
management
services provided by PCB to PCA, PCB could be
deemed a
beneficial owner of all Shares purchased in the
transactions
described in subitems (1) and (2).
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.
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:
21,350 Shared Dispositive Power
Only (1)
.83%
22,875 Shared Voting and Shared
Dispositive Power (2)
.88%
152,200 Sole Voting and Sole
Dispositive Power (3)
5.89%
196,425
7.60%
(B) Holdings:
21,350 Shared Dispositive Power
Only (4)
.83%
22,875 Shared Voting and Shared
Dispositive Power (5)
.88%
152,200 Shared Voting and Shared
Dispositive Power (6)
5.89%
196,425
7.60%
(C) Cundill:
21,350 Shared Dispositive Power
Only (7)
.83%
22,875 Shared Voting and Shared
Dispositive Power (8)
.88%
152,200 Shared Voting and Shared
Dispositive Power (9)
5.89%
196,425
7.60%
(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 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 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.
(3) Such Shares are owned by Value Fund, the
investment
portfolio of which entity is managed by PCB. PCB
has sole
dispositive power and sole voting power under an
agreement
dated as of June 1, 1995. The economic interest
in such
Shares is held by Value Fund.
(4) 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.
(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 vote
and 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) 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.
(8) 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.
(9) 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.
On June 30, 1995, Cundill Value Fund Ltd. (which
prior to
this Amendment No. 6 was a Reporting Person referred to
as "Value
Fund") transferred substantially all of its assets
(including the
Shares previously reported on this Schedule 13D) to
Value Fund in
a reorganization that resulted in the conversion from a
corporation to an unincorporated trust.
TRANSACTIONS
Since February 24, 1995 (the date of the filing of
Amendment
No. 5 to Schedule 13D), 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, except the following
transactions, each of
which was made in a broker's transaction in the open
market.
Reporting Sale/ No. of
Price Per
Person Purchase Date Shares
Share
PCB on Sale 12/27/95 14,000 $
17.75
behalf of 12/27/95 6,875 $
17.75
PCA
Purchase 12/27/95 6,475 $
17.75
12/27/95 8,000 $
17.75
PCB on Purchase 12/27/95 6,400 $
17.75
behalf of
Value Fund
CHANGE IN AGGREGATE NUMBER OF SHARES OUTSTANDING
This Amendment No. 6 is being filed in
connection with
a change in the total amount of the Reporting Persons'
percentage
of the Company's Shares which has changed as a result
of an
increase in the aggregate number of the Company's
Shares
outstanding.
Item 6. Contracts, Arrangements, Understandings or
Relations
With Respect to Securities of the Issuer.
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 and Value Fund are parties to a Master
Investment
Counsel Agreement, a copy of which is incorporated
herein by
reference, pursuant to which PCB is granted the
exclusive right
to supervise the assets and securities portfolio of
Value Fund.
Item 7. Materials Filed as Exhibits.
In accordance with Rule 101(a)(2)(ii) of
Regulation S-
T, the following exhibits have been previously filed in
paper
format and are not required to be restated
electronically.
Exhibit 1 - Agreement dated December 28,
1984 between
PCB and PCA (previously filed as
Exhibit 1
to Item 7 of Amendment No. 1 to
this
Schedule 13D filed on February
13, 1992).
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.)
<PAGE>
SIGNATURES
The undersigned certify, after reasonable inquiry
and to the
best knowledge and belief of the undersigned, that the
information set forth in this Statement is true,
complete and
correct. The undersigned agree to the filing of this
single
Amendment No. 6 to Statement on Schedule 13D.
PETER CUNDILL &
ASSOCIATES
(BERMUDA) LTD.
Date: January 26, 1996 By: /s/Patrick W.D.
Turley
Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: January 26, 1996 By: /s/Patrick W.D.
Turley
Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: January 26, 1996 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.
<PAGE>
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
SUITE 500
WASHINGTON, DC 20005
TELEPHONE: (202) 626-3300
FAX: (202) 626-3334
EDGAR FILING
January 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Moore Products Company
Gentlemen:
Enclosed for filing pursuant to Rule 13d-2(a) of
the
Securities Exchange Act of 1934 is one copy, in
electronic form,
of an amended Schedule 13D for Moore Products Company
reflecting
ownership of the common stock of this issuer by certain
entities
required to make such filing.
There are no fees required in connection with this
filing.
Very truly yours,
Patrick W.D. Turley
Enclosures
