UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)
SEA CONTAINERS LIMITED
(Name of Issuer)
$4.00 CONVERTIBLE CUMULATIVE PREFERRED
(Title of Class of Securities)
811371608
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in 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>
CUSIP NO. 811371608 13G Page 2 of 11 pages
1 NAME OF REPORTING PERSON
McCullough, Andrews & Cappiello, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Inapplicable
A
B
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Inapplicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
CO,IA
<PAGE>
CUSIP NO. 811371608 13G Page 3 of 11 pages
1 NAME OF REPORTING PERSON
Robert F. McCullough
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Inapplicable
A
B
3 SEC USE ONLY
4 CITIZENSHIP OF PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Inapplicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN,HC
<PAGE>
CUSIP NO. 811371608 13G Page 4 of 11 pages
1 NAME OF REPORTING PERSON
David H. Andrews
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
A
B
3 SEC USE ONLY
4 CITIZENSHIP OF PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES
CERTAIN SHARES*
Inapplicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN,HC
<PAGE>
CUSIP NO. 811371608 13G Page 5 of 11 pages
1 NAME OF REPORTING PERSON
Frank A. Cappiello, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Inapplicable
A
B
3 SEC USE ONLY
4 CITIZENSHIP OF PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Inapplicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN,HC
<PAGE>
Item 1(a) Name of Issuer:
Sea Containers Limited
Item 1(b) Address of Issuer's Principle Executive Offices:
41 Cedar Ave.
P.O. Box HM1179
Hamilton, HM EX
Bermuda
Item 2(a) Name of Person filing:
This statement is being filed by (i) McCullough,
Andrews and Cappiello, Inc., a California corporation
and registered investment adviser ("IA"), and (ii)
Robert F. McCullough, David H. Andrews and Frank A.
Cappiello, Jr., the shareholders of IA (each a
"shareholder" and collectively, "Shareholders")
(collectively, the "Reporting Persons").
IA's beneficial ownership of the Conv. Stock is
direct as a result of IA's discretionary authority to
buy, sell, and vote shares of such Conv. Stock for
its investment advisory clients. Shareholders'
ownership of Conv. Stock is indirect as a result of
Shareholders' stock ownership in IA, and is reported
solely because Rule 13d-1(a) and (b) under the
Securities Exchange Act of 1934, as amended, requires
any person "directly or indirectly" the beneficial
owner of more than five percent of any equity
security of a specified class to file a Schedule 13G
within the specified time period. The answers in
blocks 6, 8, 9 and 11 on page 3 above and in
response to item 4 by Shareholders are given on
the basis of the "indirect" beneficial ownership
referred to in such Rule, based on the direct
beneficial ownership of Conv. Stock by IA and the
relationship of the Shareholders to IA referred to
above.
Information with respect to each Reporting Person is
given solely by the respective Reporting Person, and
no Reporting Person undertakes hereby any
responsibility for the accuracy or completeness of
such information concerning any other Reporting
Person.
Page 6 of 11 pages
<PAGE>
Item 2(b) Address of Principal Business Office:
IA's Principal Business Office is located at:
101 California Street, Suite 4250,
San Francisco, CA 94111
Shareholders' Principal Business Offices are located
at:
Messrs. McCullough and Andrews:
101 California Street, Suite 4250,
San Francisco, CA 94111
Mr. Cappiello
Greenspring Station, Suite 250
10751 Falls Road
Lutherville, MD 21093
Item 2(c) Citizenship:
IA is a California corporation Shareholders are
United States citizens.
Item 2(d) Title of Class of Securities:
Convertible Cumulative Preferred Stock. Converted to
Class A.
Item 2(e) CUSIP Number:
811371608
Item 3(e) X Investment Adviser registered under section 203 of
the Investment Advisers Act
Item 3(g) X Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)(Note: See Item 7)
Item 4(a) Amount Beneficially Owned: Reporting Persons each
directly or indirectly beneficially own 0
shares of Conv. Pfd. Stock. IA's beneficial ownership
is direct and the Shareholder's beneficial ownership
is indirect.
Item 4(b) Percent of Class: 0%
Page 7 of 11 pages
<PAGE>
Item 4(c) Number of Shares as to which such person has:
(i) sole power to vote of direct the vote: 0
(ii) shared power to vote or direct the vote:
IA and Shareholders share the power to
vote 0 shares. No other person
has the power to vote such shares.
In addition, IA and Shareholders share
with the investment advisory clients of
IA the power to vote 0 shares.
IA and Shareholders have no power to vote
0 shares for which they have dispositive
power.
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or direct the
disposition of:
IA and Shareholders share with each other
the power to dispose all 0 shares
for which they have direct or indirect
beneficial ownership. They do not share
this power with any other person.
Item 5 Ownership of Five Percent or Less of a Class:
This statement is being filed to report that as of
the date hereof the reporting persons have ceased to
be the beneficial owner of more than five percent of
the class of securities.
Item 6 Ownership of More than Five Percent on behalf of
Another Person:
Inapplicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
Each Shareholder is deemed to be a parent holding
company for purposes of this Schedule 13G. IA
acquired the security being reported on by
Shareholders. IA is a registered investment
adviser. See Exhibit B.
Page 8 of 11 pages
<PAGE>
Item 8 Identification and Classification of Members of the
Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose
of and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection with
or as a participant in any transaction having
such purpose or effect.
SIGNATURE After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
Date: February 12, 1999
Signature: /s/ Robert F. McCullough
Name/Title: Robert F. McCullough, Chairman
EXHIBITS
EXHIBIT A Statement With Respect To Joint Filing Of Schedule
13G
EXHIBIT B Identification and Classification of Subsidiary Which
Acquired Security Being Reported On By the Parent
Holding Company
Page 9 of 11 pages
<PAGE>
EXHIBIT A
Statement With Respect to Joint Filing of Schedule
13G
The undersigned hereby agree that any statement of
Schedule 13G to be filed with the Securities and
Exchange Commission by any of the undersigned,
including any amendment thereto, with respect to
securities of Sea Containers Ltd. may be filed
by any of the undersigned as a joint filing on behalf
of all of the undersigned.
February 14, 1994
MCULLOUGH, ANDREWS & CAPPIELLO, INC.
By: /s/ Frank A. Cappiello, Jr.
/s/ Robert F. McCullough
/s/ David H. Andrews
/s/ Frank A. Cappiello, Jr.
Page 10 of 11 pages
<PAGE>
EXHIBIT B
Identification and Classification of Subsidiary Which
Acquired Security Being Reported On By the Parent
Holding Company:
IA, a registered investment adviser, acquired
"beneficial ownership" of the securities being
reported on as a result of its discretionary
authority to acquire, dispose and (with respect to
certain of such securities) vote the securities being
reported on. Under a series of SEC no-action
letters, including the letter issued to Warren Buffet
and Berkshire Hathaway, Inc. (available December 5,
1986), each Shareholder is considered the equivalent
of the parent holding company of IA and is therefore
eligible to report his indirect beneficial ownership
in such shares on Schedule 13G.
Page 11 of 11 pages
