SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
OROAMERICA, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
687027 10 2
(CUSIP Number)
Jeffrey L. Steele, Esq., 1775 Eye Street, N.W. Washington, D.C. 20006
(202) 261-3314
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 9, 1998
(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 1 of 11 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 687027 10 2 Page 11 of 11 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Cundill & Associates (Bermuda) Ltd.
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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SEC USE ONLY
3
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7
SOLE VOTING POWER
NUMBER OF 98,200
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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8
SHARED VOTING POWER
70,000
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9
SOLE DISPOSITIVE POWER
154,000
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10
SHARED DISPOSITIVE POWER
155,500
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,500
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
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14
TYPE OF REPORTING PERSON
CO, IA (Canadian)
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1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Cundill Holdings (Bermuda) Ltd.
N/A
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) {X}
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
OO
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
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8
SHARED VOTING POWER
224,000
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
309,500
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,500
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
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14
TYPE OF REPORTING PERSON
HC
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1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
F. Peter Cundill
N/A
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X}
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
OO
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
224,000
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
309,500
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,500
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
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14
TYPE OF REPORTING PERSON
IN
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<PAGE>
This Amendment No. 2 to the Statement on Schedule 13D heretofore filed on
May 9, 1996, as amended by Amendment No. 1 filed on January 16, 1997, 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 155,500 Shares in
the open market for an aggregate consideration (exclusive of brokers'
commissions) of $755,417.50. 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 various of its investment advisory clients,
PCB purchased 98,200 Shares in the open market for an aggregate
consideration (exclusive of brokers' commissions) of $460,111.29. 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
mutual fund trust governed by the laws of British Columbia ("Security
Fund"), PCB purchased a total of 55,800 Shares in open market transactions
for an aggregate consideration (exclusive of brokers' commissions) of
$260,790.82. 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.
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 and Security Fund, PCB could be deemed a
beneficial owner of all Shares purchased in the transactions described in
subitems (1), (2) and (3) above.
All dollar amounts are in United States dollars.
<PAGE>
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:
85,500 Shared Dispositive Power
Only (1) 1.37%
70,000 Shared Voting and Shared
Dispositive Power (2) 1.12%
55,800 Shared Voting and Sole
Dispositive Power (3) 0.89%
98,200 Sole Voting and Sole Dispositive
------ Power (4) 1.58%
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309,500 4.95%
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(B) Holdings:
85,500 Shared Dispositive Power
Only (5) 1.37%
70,000 Shared Voting and Shared
Dispositive Power (6) 1.12%
55,800 Shared Voting and Shared
Dispositive Power (7) 0.89%
98,200 Shared Voting and Shared
Dispositive Power (8) 1.58%
309,500 4.95%
(C) Cundill:
85,500 Shared Dispositive Power
Only (9) 1.37%
70,000 Shared Voting and Shared
Dispositive Power (10) 1.12%
55,800 Shared Voting and Shared
Dispositive Power (11) 0.89%
98,200 Shared Voting and Shared
Dispositive Power (14) 1.58%
309,500 4.95%
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(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 clinet 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 its 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 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 dispositve power over
such shares. The economic interest in such Shares is held by the
aforementioned investment advisory clients of PCB.
(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, 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.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(11) 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.
(12) 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.
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.
<PAGE>
Reporting Sale/ No. of Price
Person Purchase Date Shares Share
PCB on Sale 4/9/98 112,400 $6.93
behalf of
PCA
Item 5(e)
As of April 9, 1998, the Reporting Persons ceased to be the
beneficial owners of more than 5% of the subject Shares.
Item 7. Materials Filed as Exhibits.
In accordance with Rule 101(a)(2)(ii) of Regulation ST, 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 - 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 UNDILL & ASSOCIATES
(BERMUDA) LTD.
Date: April 17, 1998 By: /s/Patrick W.D. Turley
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Patrick W.D. Turley
Attorney-in-Fact*
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: April 17, 1998 By: /s/Patrick W.D. Turley
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Patrick W.D. Turley
Attorney-in-Fact*
F. PETER CUNDILL
Date: April 17, 1998 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.
