<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
NEXTHEALTH, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
826504 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)
December 22, 1995
(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 12 Pages
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SCHEDULE 13D
CUSIP No. 826504 10 2 Page 2 of 12 Pages
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: 97,700
SHARES 8 Shared Voting Power: 270,450
BENEFICIALLY 9 Sole Dispositive Power: 247,750
OWNED BY 10 Shared Dispositive Power: 211,450
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 459,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.4%
14 TYPE OF REPORTING PERSON: CO, IA (Canadian)
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SCHEDULE 13D
CUSIP No. 826504 10 2 Page 3 of 12 Pages
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: 368,150
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 459,200
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 459,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.4%
14 TYPE OF REPORTING PERSON: HC
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SCHEDULE 13D
CUSIP No. 826504 10 2 Page 4 of 12 Pages
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: 29,750
SHARES 8 Shared Voting Power: 368,150
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 459,200
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 459,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.4%
14 TYPE OF REPORTING PERSON: IN
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Page 5 of 12 Pages
This Amendment No. 3 to Statement on Schedule 13D,
originally filed on February 23, 1994, as amended by Amendment
No. 1 filed on August 4, 1994, and Amendment No. 2 filed on
February 10, 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 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 84,000 Shares in the open
market for an aggregate consideration (exclusive of brokers'
commissions) of $293,970.33. 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 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 247,750 Shares in open market transactions for an
aggregate consideration (exclusive of brokers' commissions)
of $1,043,769.58. 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 Partner-
ship, a limited partnership formed under the laws of British
Columbia ("Cundill Limited"), PCB purchased a total of
29,750 Shares in open market transactions for an aggregate
consideration (exclusive of brokers' commissions) of
$114,440.00. 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.
(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
97,700 Shares in open market transactions for an aggregate
consideration (exclusive of brokers' commissions) of
$362,833.90. 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 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 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:
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Shares Deemed to be Nature of Percentage
Beneficially Owned By: Ownership of Class
(A) PCB:
61,300 Shared Dispositive Power (1) .72%
3,900 Shared Voting and Shared
Dispositive Power (2) .04%
18,800 Shared Voting and Shared
Dispositive Power (3) .22%
247,750 Sole Voting and Sole
Dispositive Power (4) 2.90%
29,750 Shared Dispositive Power (5) .35%
97,700 Sole Voting and Shared
Dispositive Power (6) 1.14%
459,200 5.37%
(B) Holdings:
61,300 Shared Dispositive Power (7) .72%
3,900 Shared Voting and Shared
Dispositive Power (8) .04%
18,800 Shared Voting and Shared
Dispositive Power (8) .22%
247,750 Shared Voting and Shared
Dispositive Power (9) 2.90%
29,750 Shared Dispositive Power (10) .35%
97,700 Shared Voting and Shared
Dispositive Power (9) 1.14%
459,200 5.37%
(C) Cundill:
61,300 Shared Dispositive Power (11) .72%
3,900 Shared Voting and Shared
Dispositive Power (12) .04%
18,800 Shared Voting and Shared
Dispositive Power (12) .22%
247,750 Shared Voting and Shared
Dispositive Power (13) 2.90%
29,750 Sole Voting and Shared
Dispositive Power (14) .35%
97,700 Shared Voting and Shared
Dispositive Power (13) 1.14%
459,200 5.37%
(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 no
voting power but sole dispositive 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 sole
voting and sole dispositive power over such Shares. PCB,
because it provides investment advisory services to PCA,
could be deemed to share voting and dispositive power over
such Shares. The economic interest in such Shares is held
by the aforementioned investment advisory client of PCA.
(3) Such Shares are owned by investment advisory clients of PCA.
By reason of its investment advisory relationship with such
clients, PCA (as between itself and its clients) 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
clients of PCA.
(4) 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.
(5) 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.
(6) 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.
(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
dispose or direct the disposition of such Shares.
(8) 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.
(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 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, 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 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.
On June 30, 1995, Cundill Value Fund Ltd. (which prior to
this Amendment No. 3 was a Reporting Person referred to as "Value
Fund") transferred substantially all of its assets (including the
Shares previously reported on this Schedule 13D) to Value Fund in
a reorganization that resulted in the conversion from a
corporation to an unincorporated trust.
THE FOLLOWING PARAGRAPH IS HEREBY ADDED TO ITEM 5 IN ORDER TO
UPDATE INFORMATION CONCERNING TRANSACTIONS IN THE SHARES:
TRANSACTIONS
Since November 18, 1994 (the date of the last transaction
reported in Amendment No. 2 to Schedule 13D), 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, except the
following transactions, each of which was made in a broker's
transaction in the open market.
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Reporting Sale/ No. of Price Per
Person Purchase Date Shares Share
PCB on behalf Sale 09/05/95 2,800 $ 4.55
of PCA 09/05/95 2,800 $ 4.55
09/05/95 2,800 $ 4.55
09/05/95 2,800 $ 4.55
09/11/95 1,600 $ 4.52
09/11/95 1,600 $ 4.52
09/11/95 1,500 $ 4.52
09/11/95 1,500 $ 4.52
09/25/95 4,200 $ 4.51
09/25/95 4,200 $ 4.51
09/25/95 4,300 $ 4.51
09/25/95 4,300 $ 4.51
12/22/95 29,400 $ 3.08
12/22/95 12,400 $ 3.08
PCB on Sale 09/05/95 2,800 $ 4.55
behalf of 09/11/95 1,500 $ 4.52
International 09/25/95 4,300 $ 4.51
PCB on Sale 09/05/95 2,700 $ 4.55
behalf of 09/11/95 1,500 $ 4.52
Cundill 09/25/95 4,200 $ 4.51
Limited
PCB on Sale 09/05/95 2,700 $ 4.55
behalf of 09/11/95 1,500 $ 4.52
Value Fund 09/25/95 4,200 $ 4.51
PCB on Sale 09/05/95 2,800 $ 4.55
behalf of 09/11/95 1,500 $ 4.52
Global 09/25/95 4,300 $ 4.51
Advisors 11/17/95 1,400 $3.875
ITEM 7 IS HEREBY AMENDED AS FOLLOWS:
Item 7. Materials Filed as Exhibits.
Master Investment Counsel Agreement dated June 1, 1995
between PCB and the Trustee of Value Fund (Incorporated
by referenced 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.)
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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: January 2, 1996 By: Patrick W.D. Turley
Patrick W.D. Turley
Attorney-in-Fact
PETER CUNDILL HOLDINGS
(BERMUDA) LTD.
Date: January 2, 1996 By: Patrick W.D. Turley
Patrick W.D. Turley
Attorney-in-Fact
F. PETER CUNDILL
Date: January 2, 1996 By: Patrick W.D. Turley
Patrick W.D. Turley
Attorney-in-Fact
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DECHERT PRICE & RHOADS
1500 K STREET, N.W.
SUITE 500
WASHINGTON, DC 20005
TELEPHONE: (202) 626-3300
FAX: (202) 626-3334
EDGAR FILING
January 3, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NextHealth, Inc.
Gentlemen:
Enclosed for filing pursuant to Rule 13d-2(a) of the
Securities Exchange Act of 1934 is one copy, in electronic form,
of an amended Schedule 13D for NextHealth, Inc. reflecting
ownership of the common stock of this issuer by certain entities
required to make such filing.
There are no fees required in connection with this filing.
Very truly yours,
Patrick W.D. Turley
Enclosures
