SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GATEWAY INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
367631 10 8
(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)
August 23, 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 [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).
<PAGE>
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NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Peter Cundill & Associates (Bermuda) Ltd.
N/A
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
2 (b) |X|
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
5
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Bermuda
- -------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 7
BENEFICIALLY 150,000
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------
SHARED VOTING POWER
8
50,000
--------------------------------------------------------
SOLE DISPOSITIVE POWER
9
0
--------------------------------------------------------
SHARED DISPOSITIVE POWER
10
200,000
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
200,000
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES |_|
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.55%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO, IA (Canadian)
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Peter Cundill Holdings (Bermuda) Ltd.
N/A
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
2
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
5
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Bermuda
- -------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 7
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------
SHARED VOTING POWER
8
200,000
--------------------------------------------------------
SOLE DISPOSITIVE POWER
9
0
--------------------------------------------------------
SHARED DISPOSITIVE POWER
10
200,000
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
200,000
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
12
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.55%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
HC
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
F. Peter Cundill
N/A
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
2
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
5
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Canada
- -------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------
SHARED VOTING POWER
8
200,000
--------------------------------------------------------
SOLE DISPOSITIVE POWER
9
0
--------------------------------------------------------
SHARED DISPOSITIVE POWER
10
200,000
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
200,000
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
12
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.55%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- -------------------------------------------------------------------------------
<PAGE>
ITEM 1. Security and Issuer.
This Statement relates to the shares of common stock, $.001
par value ("Shares"), of Gateway Industries, Inc. (the "Company"). The address
of the Company is 101-01 Foster Avenue, Brooklyn, New York 11236.
ITEM 2. Identity and Background.
This Statement 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"). 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
<PAGE>
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.
<PAGE>
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
<PAGE>
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 an investment advisory client of Peter
Cundill & Associates, Inc., a Delaware corporation registered under the
Investment Advisers Act of 1940 ("PCA"), PCB purchased a total of
50,000 Shares in connection with a transferrable rights offering for an
aggregate consideration of $112,500.00. 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.
<PAGE>
(2) Acting on behalf of Cundill International Company Ltd., a
mutual fund corporation incorporated under the laws of Bermuda
("International"), PCB purchased a total of 150,000 Shares in
connection with a transferable rights offering for an aggregate
consideration of $337,500.00. 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.
Individually neither PCA nor International
beneficially owns 5% or more of the Shares. Due to the investment
management services provided by PCB to PCA and International, PCB could
be deemed a beneficial owner of all Shares purchased in the
transactions described in subitems (1) and (2) 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.
The number of Shares which may be deemed to be beneficially
owned by the Reporting Persons are as follows:
<PAGE>
Shares Deemed to be Nature of Percentage
Beneficially Owned By: Ownership of Class
(A) PCB:
50,000 Shared Voting and Shared
Dispositive Power (1) 1.39%
150,000 Sole Voting and Shared
------- Dispositive Power (2) 4.16%
----
200,000 5.55%
======= ====
(B) Holdings:
50,000 Shared Voting and Shared
Dispositive Power (3) 1.39%
150,000 Shared Voting and Shared
------- Dispositive Power (4) 4.16%
----
200,000 5.55%
======= ====
(C) Cundill:
50,000 Shared Voting and Shared
Dispositive Power (5) 1.39%
150,000 Shared Voting and Shared
------- Dispositive Power (6) 4.16%
----
200,000 5.55%
======= ====
(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
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.
(2) 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
<PAGE>
shared dispositive power over such Shares. The economic
interest in such Shares is held by International.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
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 connection with a
transferrable rights offering with respect to the Company's Shares.
Reporting Sale/ No. of Price Per
Person Purchase Date Shares Share
PCB on Purchase 8/23/96 50,000 $2.25
behalf of
PCA
PCB on Purchase 8/23/96 150,000 $2.25
behalf of
Inter-
national
<PAGE>
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 has entered into an agreement with International, a copy
of which is incorporated by reference, pursuant to which PCB has sole voting and
shared dispositive power over the investments of International.
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 - Management Agreement dated September 18,
1985 between PCB and International
(Incorporated by reference to Exhibit 7 to
Item 7 of Amendment No. 2 to Schedule 13D
filed by the Reporting Persons on
September 6, 1995 with respect to the
common stock of Dart Group Corporation.)
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 Statement on Schedule 13D.
PETER CUNDILL & ASSOCIATES
(BERMUDA) LTD.
Date: August 30, 1996 By: /s/Patrick W.D. Turley
----------------------
Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: August 30, 1996 By: /s/Patrick W.D. Turley
----------------------
Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: August 30, 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.
