SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OROAMERICA, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
687027 10 2
(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)
April 30, 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 1 of 16 Pages
<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: 124,200
SHARES 8 Shared Voting Power: 120,000
BENEFICIALLY 9 Sole Dispositive Power: 111,900
OWNED BY 10 Shared Dispositive Power: 209,600
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
321,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.15%
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: 244,200
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 321,500
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
321,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.15%
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: 244,200
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 321,500
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
321,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.15%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
ITEM 1. Security and Issuer.
This Statement relates to the shares of common stock,
$.001 par value ("Shares"), of OroAmerica, Inc. (the "Company").
The address of the Company is 443 North Varney Street, Burbank,
California 91502.
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
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 147,300 Shares in the open
market for an aggregate consideration (exclusive of brokers'
commissions) of $680,818.03. 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 various of its investment
advisory clients, PCB purchased a total of 61,900 Shares in
the open market for an aggregate consideration (exclusive of
brokers' commissions) of $287,436.29. 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.
(3) Acting on behalf of Cundill Security Fund, an
unincorporated trust governed by the laws of British
Columbia ("Security Fund"), PCB purchased a total of 50,000
Shares in open market transactions for an aggregate
consideration (exclusive of brokers' commissions) of
$232,740.82. To the best knowledge of the Reporting
Persons, the funds used in such purchases were from Security
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
62,300 Shares in open market transactions for an aggregate
consideration (exclusive of brokers' commissions) of
$288,911.29. 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 PCA does not beneficially own 5% or
more of the Shares. Due to the investment management
services provided by PCB to PCA, its own investment advisory
clients, Security Fund and 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:
77,300 Shared Dispositive Power
Only (1) 1.24%
70,000 Shared Voting and Shared
Dispositive Power (2) 1.12%
50,000 Shared Voting and Sole
Dispositive Power (3) 0.80%
62,300 Sole Voting and Shared
Dispositive Power (4) 1.00%
61,900 Sole Voting and Sole
Dispositive Power (5) 1.00%
321,500 5.15%
(B) Holdings:
77,300 Shared Dispositive Power
Only (6) 1.24%
70,000 Shared Voting and Shared
Dispositive Power (7) 1.12%
50,000 Shared Voting and Shared
Dispositive Power (8) 0.80%
62,300 Shared Voting and Shared
Dispositive Power (9) 1.00%
61,900 Shared Voting and Shared
Dispositive Power (10) 1.00%
321,500 5.15%
(C) Cundill:
77,300 Shared Dispositive Power
Only (11) 1.24%
70,000 Shared Voting and Shared
Dispositive Power (12) 1.12%
50,000 Shared Voting and Shared
Dispositive Power (13) 0.80%
62,300 Shared Voting and Shared
Dispositive Power (14) 1.00%
61,900 Shared Voting and Shared
Dispositive Power (15) 1.00%
321,500 5.15%
(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 Security 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 Security Fund.
(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) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(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) 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.
(12) 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.
(13) 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.
(14) 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.
(15) 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 a broker's transaction in
the open market.
Reporting Sale/ No. of Price Per
Person Purchase Date Shares Share
PCB Purchase 3/5/96 4,000 $4.56
" 3/6/96 3,300 $4.56
" 3/14/96 1,000 $4.56
" 3/15/96 2,800 $4.69
" 3/18/96 700 $4.69
" 3/19/96 1,100 $4.69
" 3/22/96 400 $4.69
" 3/25/96 6,700 $4.69
" 3/27/96 20,000 $4.63
" 4/9/96 1,200 $4.50
" 4/30/96 5,700 $4.75
PCB on Purchase 3/5/96 4,000 $4.56
behalf of " 3/6/96 3,300 $4.56
PCA " 3/14/96 1,000 $4.56
" 3/15/96 2,900 $4.69
" 3/18/96 600 $4.69
" 3/19/96 1,100 $4.69
" 3/22/96 400 $4.69
" 3/25/96 6,700 $4.69
" 3/27/96 20,000 $4.63
" 4/9/96 400 $4.50
" 4/30/96 1,900 $4.75
PCB on Purchase 3/5/96 4,000 $4.56
behalf of " 3/6/96 3,300 $4.56
Inter- " 3/14/96 1,000 $4.56
national " 3/15/96 2,800 $4.69
" 3/18/96 700 $4.69
" 3/19/96 1,000 $4.69
" 3/22/96 500 $4.69
" 3/25/96 6,700 $4.69
" 3/27/96 20,000 $4.63
" 4/9/96 400 $4.50
" 4/30/96 1,900 $4.75
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 Security 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 Security Fund.
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 - Master Investment Counsel Agreement dated
June 1, 1995 between PCB and the Trustee
of Security 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 - 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 4 - 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 5 - 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 6 - 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: May 9, 1996 By: Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: May 9, 1996 By: Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: May 9, 1996 By: Patrick W.D. Turley
Attorney-in-Fact*
*Pursuant to Power of Attorney on file with the Commission and
incorporated by reference herein.
