SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
THE CHICAGO DOCK AND CANAL TRUST
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
167339 10 0
(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)
July 26, 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: 11,000
SHARES 8 Shared Voting Power: 189,300
BENEFICIALLY 9 Sole Dispositive Power: 189,300
OWNED BY 10 Shared Dispositive Power: 93,400
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
282,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.89%
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: 258,600
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 282,700
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
282,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.89%
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: 24,100
SHARES 8 Shared Voting Power: 258,600
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 282,700
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
282,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.89%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
This Amendment No. 3 to Statement on Schedule 13D,
originally filed on December 21, 1992, as amended by Amendment
No. 1 filed on September 10, 1994 and Amendment No. 2 filed on
February 23, 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. 3 amends and restates the entire text of the
Schedule 13D, as previously amended by Amendments No. 1 and No.
2.
ITEM 1. Security and Issuer.
This Statement relates to the shares of common stock,
no par value ("Shares"), of The Chicago Dock and Canal Trust (the
"Company"). The address of the Company is 455 East Illinois
Street, Suite 565, Chicago, Illinois 60611.
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 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
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 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 58,300 Shares in the open
market for an aggregate consideration (exclusive of brokers'
commissions) of $474,737.50. 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.
(2) Acting on behalf of Cundill Value Fund, an
unincorporated mutual fund 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 189,300 Shares in open market transactions for an
aggregate consideration (exclusive of brokers' commissions)
of $1,835,125. 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 Peter Cundill Limited
Partnership, a limited partnership formed under the laws of
British Columbia ("Cundill Limited"), PCB purchased a total
of 24,100 Shares in open market transactions for an
aggregate consideration (exclusive of brokers' commissions)
of $204,850. 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 Cundill International Company
Ltd., a mutual fund corporation incorporated under the laws
of Bermuda ("International"), PCB purchased a total of
11,000 Shares in open market transactions for an aggregate
consideration (exclusive of brokers' commissions) of
$107,125. 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, Value Fund, Cundill
Limited or International beneficially own 5% or more of the
Shares. Due to the investment management services provided
by PCB to PCA, Value Fund, Cundill Limited or International,
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.
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:
58,300 Shared Dispositive Power
Only (1) 1.01%
189,300 Sole Voting and Sole
Dispositive Power (2) 3.27%
24,100 Shared Dispositive Power (3) .42%
11,000 Sole Voting and Shared
Dispositive Power (4) .19%
282,700 4.89%
(B) Holdings:
58,300 Shared Dispositive Power
Only (5) 1.01%
189,300 Shared Voting and Shared
Dispositive Power (6) 3.27%
24,100 Shared Dispositive Power (7) .42%
11,000 Shared Voting and Shared
Dispositive Power (6) .19%
282,700 4.89%
(C) Cundill:
58,300 Shared Dispositive Power
Only (8) 1.01%
189,300 Shared Voting and Shared
Dispositive Power (9) 3.27%
24,100 Sole Voting and Shared
Dispositive Power (10) .42%
11,000 Shared Voting and Shared
Dispositive Power (9) .19%
282,700 4.89%
(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 sole 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 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.
(4) 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.
(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 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 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.
(10) 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.
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 since February 23, 1995, the date of Amendment No. 2
to Schedule 13D, 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 behalf Sale 4/12/96 1,000 $14.00
of Limited Sale 4/15/96 3,000 $14.04
Sale 6/27/96 3,900 $14.88
Sale 7/18/96 1,000 $14.88
Sale 7/26/96 2,000 $14.50
PCB on behalf Purchase 9/1/95 8,000 $10.44
of Sale 9/20/95 8,000 $10.13
International Sale 4/12/96 1,000 $14.00
Sale 4/15/96 3,000 $14.04
Sale 6/27/96 4,000 $14.88
PCB on behalf Sale 4/12/96 1,000 $14.00
of Value Fund Sale 4/15/96 3,000 $14.04
Sale 6/27/96 3,900 $14.88
Sale 7/18/96 1,300 $14.88
Sale 7/26/96 2,000 $14.50
PCB on behalf Sale 12/19/95 15,000 $ 9.88
of PCA Sale 4/12/96 1,000 $14.00
Sale 4/15/96 3,000 $14.04
Sale 6/27/96 4,000 $14.88
Sale 7/24/96 1,200 $14.88
Sale 7/26/96 2,000 $14.50
Sale 7/31/96 5,500 $14.75
Item 5(e).
As of July 26, 1996, the Reporting Persons ceased to be the
beneficial owners of more than 5% of the subject Shares.
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.
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 excerpt is incorporated by
reference herein, pursuant to which PCB has shared dispositive
power over the investments of Cundill Limited.
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.
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 - Excerpt from Cundill Limited Partnership
Agreement (previously filed as Exhibit 3
to Item 7 of this Schedule 13D filed on
December 19, 1992, and incorporated by
reference herein).
Exhibit 4 - Management Agreement dated September 18,
1985 between PCB and International
(previously filed as Exhibit 8 to Item 7
of Amendment No. 1 to this Schedule 13D
filed on September 10, 1994, and
incorporated by reference herein).
Exhibit 5 - 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 6 - 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 7 - 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. 3 to Statement on Schedule 13D.
PETER CUNDILL & ASSOCIATES
(BERMUDA) LTD.
Date: August 2, 1996 By: Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: August 2, 1996 By: Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: August 2, 1996 By: Patrick W.D. Turley
Attorney-in-Fact*
* Pursuant to Power of Attorney on file with the Commission
and incorporated by reference herein.
