SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
January 8, 1997
(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 12 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: 173,096
SHARES 8 Shared Voting Power: 166,597
BENEFICIALLY 9 Sole Dispositive Power: 141,400
OWNED BY 10 Shared Dispositive Power: 248,293
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
389,693
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.23%
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: 293,096
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 389,693
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
389,693
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.23%
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: 293,096
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 389,693
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
389,693
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.23%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
This Amendment No. 1 to Statement on Schedule 13D
heretofore filed on May 9, 1996 is 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 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 166,597 Shares in the open
market for an aggregate consideration (exclusive of brokers'
commissions) of $772,478.78. 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 91,400 Shares in
the open market for an aggregate consideration (exclusive of
brokers' commissions) of $427,561.29. 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
81,696 Shares in open market transactions for an aggregate
consideration (exclusive of brokers' commissions) of
$381,042.29. 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.
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 Percentage
Beneficially Owned By: Ownership of Class
(A) PCB:
96,597 Shared Dispositive Power
Only (1) 1.54%
70,000 Shared Voting and Shared
Dispositive Power (2) 1.12%
50,000 Shared Voting and Sole
Dispositive Power (3) 0.80%
81,696 Sole Voting and Shared
Dispositive Power (4) 1.31%
91,400 Sole Voting and Sole
Dispositive Power (5) 1.46%
389,693 6.23%
(B) Holdings:
96,597 Shared Dispositive Power
Only (6) 1.54%
70,000 Shared Voting and Shared
Dispositive Power (7) 1.12%
50,000 Shared Voting and Shared
Dispositive Power (8) 0.80%
81,696 Shared Voting and Shared
Dispositive Power (9) 1.31%
91,400 Shared Voting and Shared
Dispositive Power (10) 1.46%
389,693 6.23%
(C) Cundill:
96,597 Shared Dispositive Power
Only (11) 1.54%
70,000 Shared Voting and Shared
Dispositive Power (12) 1.12%
50,000 Shared Voting and Shared
Dispositive Power (13) 0.80%
81,696 Shared Voting and Shared
Dispositive Power (14) 1.31%
91,400 Shared Voting and Shared
Dispositive Power (15) 1.46%
389,693 6.23%
(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.
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 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 11/21/96 3,600 $4.75
" 11/22/96 2,400 $4.75
" 12/4/96 1,000 $4.75
" 12/19/96 5,100 $4.75
" 12/20/96 2,100 $4.69
" 12/23/96 1,260 $4.75
" 12/30/96 470 $4.75
" 12/31/96 2,237 $4.75
PCB on Purchase 11/21/96 1,200 $4.75
behalf of " 11/22/96 800 $4.75
PCA " 12/17/96 500 $4.75
" 12/19/96 1,000 $4.75
" 12/20/96 700 $4.75
" 12/23/96 420 $4.75
" 12/30/96 330 $4.75
" 12/31/96 3,232 $4.75
" 1/3/97 270 $4.75
" 1/7/97 2,000 $4.75
" 1/8/97 2,500 $4.75
" 1/9/97 1,500 $4.75
" 1/10/97 500 $4.75
PCB on Purchase 11/21/96 1,200 $4.75
behalf of " 11/22/96 800 $4.75
Inter- " 12/19/96 1,700 $4.75
national " 12/20/96 700 $4.75
" 12/23/96 420 $4.75
" 12/31/96 3,231 $4.75
" 1/2/97 500 $4.75
" 1/7/97 2,000 $4.75
" 1/8/97 2,500 $4.75
" 1/8/97 1,500 $4.75
" 1/10/97 500 $4.75
Item 7. Materials Filed as Exhibits.
In accordance with Rule 101(a)(2)(ii) of Regulation
S-T, 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 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: January __, 1997 By: /s/Patrick W.D. Turley
Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: January __, 1997 By: /s/Patrick W.D. Turley
Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: January __, 1997 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.
