<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CONTROL DATA SYSTEMS, INC.
---------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
---------------------------------------------
(Title of Class of Securities)
21238F 10 6
- ---------------------------------------------------------------------
(CUSIP Number)
John P. Walsh, Esq.
101 South Hanley Road, Suite 1600
St. Louis, Missouri 63105
(314) 862-1200
- ---------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 27, 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 l;
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).
Exhibit Index is on Page 14
<PAGE> 2
CUSIP NO. 21238F 10 6 13D Page 2
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1) Name of Reporting Person: Peter Cundill & Associates
(Bermuda) Ltd.
I.R.S. Identification No.: N/A
- ---------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
- ---------------------------------------------------------------------
3) SEC Use Only
- ---------------------------------------------------------------------
4) Source of Funds: 00
- ---------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings 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 Bene- -------------------------------------------------
ficially (8) Shared Voting Power: 691,300
Owned by -------------------------------------------------
Each Report- (9) Sole Dispositive Power: 691,300
ing Person -------------------------------------------------
With (10) Shared Dispositive Power: 0
- ---------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
691,300
- ---------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
- ---------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 5.5%
- ---------------------------------------------------------------------
14) Type of Reporting Person: CO, IA (Canadian)
- ---------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 21238F 10 6 13D Page 3
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1) Name of Reporting Person: Cundill Value Fund Ltd.
I.R.S. Identification No.: N/A
- ---------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
- ---------------------------------------------------------------------
3) SEC Use Only
- ---------------------------------------------------------------------
4) Source of Funds: 00
- ---------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): / /
- ---------------------------------------------------------------------
6) Citizenship or Place of Organization: British Columbia,
Canada
- ---------------------------------------------------------------------
Number of (7) Sole Voting Power: 0
Shares Bene- -------------------------------------------------
ficially (8) Shared Voting Power: 658,800
Owned by -------------------------------------------------
Each Report- (9) Sole Dispositive Power: 0
ing Person -------------------------------------------------
With (10) Shared Dispositive Power: 0
- ---------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
658,800
- ---------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
- ---------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 5.2%
- ---------------------------------------------------------------------
14) Type of Reporting Person: OO
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<PAGE> 4
CUSIP NO. 21238F 10 6 13D Page 4
- ---------------------------------------------------------------------
1) Name of Reporting Person: Peter Cundill Holdings
(Bermuda) Ltd.
I.R.S. Identification No.: N/A
- ---------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
- ---------------------------------------------------------------------
3) SEC Use Only
- ---------------------------------------------------------------------
4) Source of Funds: 00
- ---------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings 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 Bene- -------------------------------------------------
ficially (8) Shared Voting Power: 691,300
Owned by -------------------------------------------------
Each Report- (9) Sole Dispositive Power: 0
ing Person -------------------------------------------------
With (10) Shared Dispositive Power: 691,300
- ---------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
691,300
- ---------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
- ---------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 5.5%
- ---------------------------------------------------------------------
14) Type of Reporting Person: HC
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<PAGE> 5
CUSIP NO. 21238F 10 6 13D Page 5
- ---------------------------------------------------------------------
1) Name of Reporting Person: F. Peter Cundill
I.R.S. Identification No.: N/A
- ---------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
- ---------------------------------------------------------------------
3) SEC Use Only
- ---------------------------------------------------------------------
4) Source of Funds: 00
- ---------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings 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 Bene- -------------------------------------------------
ficially (8) Shared Voting Power: 691,300
Owned by -------------------------------------------------
Each Report- (9) Sole Dispositive Power: 0
ing Person -------------------------------------------------
With (10) Shared Dispositive Power: 691,300
- ---------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
691,300
- ---------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: / /
- ---------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 5.5%
- ---------------------------------------------------------------------
14) Type of Reporting Person: IN
- ---------------------------------------------------------------------
<PAGE> 6
Page 6
This Amendment No. 2 to Statement on Schedule 13D
heretofore filed on December 20, 1994, as amended by Amendment No.
1 filed on February 24, 1995, is being filed by Peter Cundill &
Associates (Bermuda) Ltd., a Bermuda corporation ("PCB"), Cundill
Value Fund Ltd., an open-end mutual fund organized under the laws
of Canada ("Value Fund"), Peter Cundill Holdings (Bermuda) Ltd., a
Bermuda corporation ("Holdings"), and F. Peter Cundill, a Canadian
citizen residing in England ("Cundill") (PCB, Value Fund, Holdings
and Cundill are sometimes also referred to herein individually as
a "Reporting Person" and collectively as the "Reporting Persons"),
to restate the Schedule 13D in its entirety and to reflect amend-
ments to Items 2, 5 and 7. In accordance with Item 101(a)(2)(ii)
of Regulation S-T promulgated by the Securities and Exchange
Commission, this Amendment No. 2 restates and amends the entire
text of the Schedule 13D and Amendment No. 1 (other than Exhibits
1 through 5 which were previously filed in paper, each of which is
incorporated herein by reference to the Schedule 13D and, pursuant
to Items 101(a)(2)(ii) and 102(a) of Regulation S-T, are not
required to be restated electronically). THE CHANGES REFLECTED IN
ITEM 5 ARE DUE SOLELY TO A REDUCTION IN THE OUTSTANDING SHARES AS
EVIDENCED BY THE MOST RECENT PROXY STATEMENT OF THE COMPANY.
Item 1. Security and Issuer.
- ------ -------------------
This Statement relates to the shares of common stock,
$0.01 par value ("Shares"), of Control Data Systems, Inc. (the
"Company"). The address of the principal executive offices of the
Company is 4201 Lexington Avenue North, Arden Hills, Minnesota
55216-6198.
Item 2. Identity and Background.
- ------ -----------------------
This Statement is filed by Peter Cundill & Associates
(Bermuda) Ltd., a Bermuda corporation ("PCB"), Cundill Value Fund
Ltd., an open-end mutual fund organized under the laws of Canada
("Value Fund"), Peter Cundill Holdings (Bermuda) Ltd., a Bermuda
corporation ("Holdings"), and F. Peter Cundill, a Canadian citizen
residing in England ("Cundill") (PCB, Value Fund, Holdings and
Cundill are sometimes also referred to herein individually as a
"Reporting Person" and collectively as the "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
<PAGE> 7
Page 7
The officers of PCB are:
Name Office
---- ------
F. Peter Cundill President
John R. Talbot Vice President
and Secretary
Maureen 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 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 Trollepe
----------------
Position: Director
Business Address: Clarendon House
Church Street
Hamilton, Bermuda
Citizenship: British
Principal Occupation: Partner in the law firm
of Conyers, Dill & Pearman
<PAGE> 8
Page 8
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 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 C of this Item 2.
B. Value Fund.
----------
(1) Value Fund is an open-end mutual fund organized
under the laws of Canada. Its address is:
1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
The officers of Value Fund are:
Name Office
---- ------
Michael A. Meighan Chairman
Mark C. Stevens President and CEO
Margaret A. Vrabel Secretary and
Treasurer
(2) The business or residence address, citizenship and
present principal occupation of Value Fund's officers and directors
(except F. Peter Cundill, which information is furnished in Part A
of this Item 2) are as follows:
Name: Grant W. MacLaren
-----------------
Position: Director
Business Address: 1040 West Georgia, Suite 940
Vancouver, B.C. V6E 4H1
Citizenship: Canadian
Principal Occupation: Chairman of MacLuan
Capital Corporation
<PAGE> 9
Page 9
Name: John R. McLernon
----------------
Position: Director
Business Address: 200 Granville Street, Suite 1600
Vancouver, B.C. V6C 2R6
Citizenship: Canadian
Principal Occupation: Chairman of Colliers, Macaulay,
Nicolls Inc., a real estate
company
Name: Gowan T. Guest
--------------
Position: Director
Business Address: Guest Holdings
1205 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: President of Guest Holdings
Limited
Name: Mark C. Stevens
---------------
Position: President and CEO
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: President and CEO of Peter
Cundill & Associates Ltd.
Name: Margaret A. Vrabel
------------------
Position: Secretary and Treasurer
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: V.P. Finance of Peter Cundill
& Associates Ltd.
Name: Michael A. Meighan, Q.C.
------------------------
Position: Chairman
Business Address: 110 Yonge Street, Suite 1601
Toronto, Ont. M5C 1T4
Citizenship: Canadian
Principal Occupation: Counsel to the law firm
Meighan Demers
<PAGE> 10
Page 10
Name: Bryan J. Reynolds
-----------------
Position: Director
Business Address: 1200 Sun Life Plaza
1100 Melville Street
Vancouver, B.C. V6E 4A6
Citizenship: Canadian
Principal Occupation: President of Advent Capital
Inc.
Name: Peter W. Webster
----------------
Position: Director
Business Address: 4685 Bellevue Drive
Vancouver, B.C. V6R 1E7
Citizenship: Canadian
Principal Occupation: President of Petwyn
Investments Limited
Name: Risa E. Levine
--------------
Position: Director
Business Address: P.O. Box 49123
Bentall III
595 Burrard Street
Vancouver, B.C. V7X 1J2
Citizenship: Canadian
Principal Occupation: Partner of Thorsteinssons
C. 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
<PAGE> 11
Page 11
Name: John R. Talbot
--------------
Office: Vice President, Secretary
and Director
Name: Stephen W. Kempe
----------------
Office: Director
Name: Graham Collis
-------------
Office: Director
Name: Nicolas Trollepe
----------------
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.
D. 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.
E. 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 Value Fund, PCB purchased a
total of 658,800 Shares in open market transactions for an
aggregate consideration (exclusive of brokers' commissions)
of $4,084,363.00. 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.
<PAGE> 12
Page 12
(2) Acting on behalf of Cundill Security Fund, a trust
company incorporated under the laws of Canada ("Security
Fund"), PCB purchased a total of 32,500 Shares in open market
transactions for an aggregate consideration (exclusive of
brokers' commissions) of $203,125.00. 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.
Individually neither PCB nor Security Fund beneficially own 5%
or more of the Shares. Due to the investment management services
provided by PCB to Value Fund and Security Fund, PCB could be
deemed a beneficial owner of all Shares purchased in the
transaction described in subitems (1) and (2) 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.
- ------ ------------------------------------
<TABLE>
The number of Shares which may be deemed to be
beneficially owned by the Reporting Persons are as follows:
<CAPTION>
Shares Deemed to be Nature of Percentage
Beneficially Owned By: Ownership of Class
- --------------------- --------- ----------
<C> <S> <C>
(A) PCB:
---
Shared Voting and Sole
658,800 Dispositive Power <F1> 5.20%
Shared Voting and Sole
32,500 Dispositive Power <F2> .26%
------- ----
691,300 5.46%
======= ====
(B) Value Fund:
----------
658,000 Shared Voting Power 5.20%
======= ====
<PAGE> 13
Page 13
(C) Holdings:
--------
Shared Voting and Shared
658,800 Dispositive Power <F3> 5.20%
Shared Voting and Shared
32,500 Dispositive Power <F3> .26%
------- ----
691,300 5.46%
======= ====
(D) Cundill:
-------
Shared Voting and Shared
658,800 Dispositive Power <F4> 5.20%
Shared Voting and Shared
32,500 Dispositive Power <F4> .26%
------- ----
691,300 5.46%
======= ====
<FN>
<F1> Such Shares are owned by Value Fund, an open-end mutual fund
organized under the laws of Canada, the investment portfolio
of which entity is managed by PCB. PCB has sole dispositive
power and shared voting power with the Board of Directors of
Value Fund under an agreement dated April 1, 1987. The
economic interest in such Shares is held by Value Fund.
<F2> Such Shares are owned by Security Fund, a trust company
incorporated under the laws of Canada, the investment
portfolio of which is managed by PCB. PCB has shared voting
power and sole dispositive over such shares under an agreement
dated February 1, 1989, as amended. The economic interest in
such shares is held by Security Fund.
<F3> 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.
<F4> 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.
</TABLE>
<PAGE> 14
Page 14
Item 6. Contracts, Arrangements, Understandings or Relation-
- ------ ---------------------------------------------------
ships With Respect to Securities of the Issuer.
----------------------------------------------
PCB and Value Fund are parties to an agreement, a copy of
which is attached hereto as Exhibit 1, pursuant to which PCB is
---------
granted the exclusive right to supervise the assets and securities
portfolio of Value Fund.
PCB has entered into an agreement with Security Fund, a
copy of which is attached hereto as Exhibit 2, pursuant to which
---------
PCB is required to provide investment counseling services to
Security Fund.
Item 7. Materials Filed as Exhibits.
- ------ ---------------------------
Exhibit 1 - Agreement dated April 1, 1987
between PCB and Value Fund filed with the Statement
on Schedule 13D dated December 19, 1994
Exhibit 2 - Agreement dated February 1,
1989, as amended, between PCB and Security Fund
filed with the Statement on Schedule 13D dated
December 19, 1994
Exhibit 3 - Special Power of Attorney from
PCB filed with the Statement on Schedule 13D dated
December 19, 1994
Exhibit 4 - Special Power of Attorney from
Holdings filed with the Statement on Schedule 13D
dated December 19, 1994
Exhibit 5 - Special Power of Attorney from
Cundill filed with the Statement on Schedule 13D
dated December 19, 1994
Exhibit 6 - Special Power of Attorney from
Value Fund filed herewith
<PAGE> 15
Page 15
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. 2 to
Statement on Schedule 13D.
PETER CUNDILL & ASSOCIATES
(BERMUDA) LTD.
Date: May 2, 1995 By: /s/ John P. Walsh
------------------------------------
John P. Walsh, Attorney-in-Fact
CUNDILL VALUE FUND LTD.
Date: May 2, 1995 By: /s/ John P. Walsh
------------------------------------
John P. Walsh, Attorney-in-Fact
PETER CUNDILL HOLDINGS (BERMUDA) LTD.
Date: May 2, 1995 By: /s/ John P. Walsh
------------------------------------
John P. Walsh, Attorney-in-Fact
F. PETER CUNDILL
Date: May 2, 1995 By: /s/ John P. Walsh
------------------------------------
John P. Walsh, Attorney-in-Fact
<PAGE> 1
EXHIBIT 6
CUNDILL VALUE FUND LTD.
-----------------------
SPECIAL POWER OF ATTORNEY
-------------------------
The undersigned, who has been duly authorized by the Board
of Directors of Cundill Value Fund Ltd. ("Value Fund") to grant a
power of attorney to any person(s) he deems appropriate to sign a
Schedule 13D Statement on behalf of Value Fund, and any required
amendments thereto, or other letter, notice or other written
communication in connection therewith required or permitted to be
filed with the Securities and Exchange Commission on behalf of
Value Fund pursuant to Section 13(d) of the Securities Exchange
Act of 1934 and the rules promulgated thereunder regarding any
corporation or other entity whose shares are beneficially owned
or owned of record by Value Fund (including without limitation,
any request for confidential treatment of any exhibit, or
portions thereof, filed with such Schedule 13D Statement), hereby
appoints Alan G. Johnson and John P. Walsh, and either of them
who acts, as the true and lawful attorneys and agents of Value
Fund to execute in the name, place and stead of Value Fund (and
in whatever capacity is appropriate) a Schedule 13D Statement,
and any required amendments thereto, or other letter, notice or
other written communication in connection therewith required or
permitted to be filed with the Securities and Exchange Commission
on behalf of Value Fund pursuant to Section 13(d) of the
Securities Exchange Act of 1934, and the rules promulgated
thereunder, regarding any such corporation or entity (including
without limitation, the aforesaid request for confidential
treatment), said attorneys and agents to have full power and
authority to do and perform in the name and on behalf of Value
Fund every act whatsoever necessary or advisable to be done in
the premises as fully and to all intents and purposes as a duly
authorized representative of Value Fund might or could do in
person with respect to exercising the power of attorney herein
granted for the purposes herein stated.
Dated: July 29, 1985. By: /s/ F. Peter Cundill
------------------------------------
Print Name: Peter Cundill
President of Cundill Value
Fund Ltd.
