UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B) AND (C) AND AMENDMENTS THERETO FILED
PURSUANT TO 13D-2(B)
(AMENDMENT NO. )*
COMPASS PLASTICS & TECHNOLOGIES, INC.
----------------------------------------------------------------
(Name of issuer)
Common Stock, par value $.0001 per share
----------------------------------------------------------------
(Title of class of securities)
203915103
-----------------------------
(CUSIP number)
Page 1 of 18 Pages
<PAGE>
13G
CUSIP No. 203915103 Page 2 of 18 Pages
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
J O Hambro Capital Management Limited
No IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
5. SOLE VOTING POWER
NUMBER OF 0
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 1,090,000
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON 1,090,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.3%
12. TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 203915103 Page 3 of 18 Pages
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
J O Hambro & Company Limited
IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
5. SOLE VOTING POWER
NUMBER OF 0
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 1,090,000
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON 1,090,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.3%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 203915103 Page 4 of 18 Pages
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
J O Hambro Asset Management Limited
No IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
5. SOLE VOTING POWER
NUMBER OF 0
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 1,090,000
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON 1,090,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.3%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 203915103 Page 5 of 18 Pages
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Growth Financial Services Limited
No IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
5. SOLE VOTING POWER
NUMBER OF 0
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 750,000
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON 750,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.4%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 203915103 Page 6 of 18 Pages
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
North Atlantic Smaller Companies Investment Trust plc
No IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
5. SOLE VOTING POWER
NUMBER OF 0
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 750,000
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON 750,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.4%
12. TYPE OF REPORTING PERSON*
IV, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 203915103 Page 7 of 18 Pages
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher Harwood Bernard Mills
No IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
5. SOLE VOTING POWER
NUMBER OF 0
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 1,090,000
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON 1,090,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.3%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 203915103 Page 8 of 18 Pages
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Oryx International Growth Fund Limited
No IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey (Channel Islands)
5. SOLE VOTING POWER
NUMBER OF 0
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 150,000
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON 150,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
12. TYPE OF REPORTING PERSON*
IV, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 203915103 Page 9 of 18 Pages
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Consulta (Channel Islands) Limited
No IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey (Channel Islands)
5. SOLE VOTING POWER
NUMBER OF 0
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 150,000
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON 150,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
12. TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
STATEMENT ON SCHEDULE 13G
ITEM 1(A). NAME OF ISSUER:
Compass Plastics & Technologies, Inc. (the "Company").
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
15730 South Figueroa Street, Gardena, California 90248.
ITEM 2(A). NAME OF PERSON FILING:
This Statement is filed on behalf of the following eight persons, who
are collectively referred to as the "Filing Parties":
1. J O Hambro & Company Limited ("J O Hambro & Company") is a corporation
organized under the laws of England with its principal office and
business at 10 Park Place, London SW1A 1LP England. J O Hambro &
Company functions as the ultimate holding company for J O Hambro
Capital Management.
2. J O Hambro Asset Management Limited ("J O Hambro Asset Management") is
a corporation organized under the laws of England with its principal
office and business at 10 Park Place, London SW1A 1LP England. J O
Hambro Asset Management functions as an intermediate holding company
for J O Hambro Capital Management.
3. J O Hambro Capital Management Limited ("J O Hambro Capital
Management"), formerly named J O Hambro & Partners Limited, is a
corporation organized under the laws of England with its principal
office and business at 10 Park Place, London SW1A 1LP England. J O
Hambro Capital Management is principally engaged in the business of
investment management and advising. It serves as co-investment adviser
to NASCIT and as investment adviser to Oryx as well as private clients.
4. Christopher Harwood Bernard Mills is a British citizen whose business
address is 10 Park Place, London SW1A 1LP England. His principal
employment includes service as executive director of NASCIT, as a
director of J O Hambro Capital Management and Oryx, and as
co-investment adviser to NASCIT.
5. Growth Financial Services Limited ("GFS"), formerly named Growth
Investment Management Limited, is a corporation organized under the
laws of England with its principal office at 77 Middle Street,
Brockham, Surrey RH3 7HL England and with its principal business at 10
Park Place, London SW1A 1LP England. GFS has undertaken to provide the
services of Christopher Mills to NASCIT.
6. North Atlantic Smaller Companies Investment Trust plc ("NASCIT"),
formerly named Consolidated Venture Trust plc, is a corporation
organized under the laws of England with its principal office and
business at 10 Park Place, London SW1A 1LP England. NASCIT is a
publicly-held investment trust company. Christopher Harwood Bernard
Mills and J O Hambro Capital Management serve as co-investment advisers
to NASCIT.
Page 10 of 18 Pages
<PAGE>
7. Oryx International Growth Fund Limited ("Oryx") is a corporation
organized under the laws of the Island of Guernsey with its principal
office and business at Bermuda House, St. Julian's Avenue, St. Peter
Port, Guernsey. Oryx is a closed-end investment company. J O Hambro
Capital Management and Consulta serve as investment advisers to Oryx.
8. Consulta (Channel Islands) Limited ("Consulta") is a corporation
organized under the laws of the Island of Guernsey with its principal
office and business at Bermuda House, St. Julian's Avenue, St. Peter
Port, Guernsey. Consulta is principally engaged in the business of
investment management and advising and serving as investment manager
of Oryx.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of the Filing Parties is c/o J O Hambro
& Company Limited, 10 Park Place, London SW1A 1LP England.
ITEM 2(C). CITIZENSHIP:
England
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.0001 per share.
ITEM 2(E). CUSIP NUMBER:
203915103
ITEM 3. IF THE STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
-----------------------------------------------
Not Applicable.
Page 11 of 18 Pages
<PAGE>
ITEM 4. OWNERSHIP:
The aggregate number and percentage of the outstanding Common Stock of
the Company beneficially owned by each of the Filing Parties as of December 31,
1997 are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Number of Number of
Number of Shares: Shares: Sole
Filing Aggregate Shares: Sole Shared or Shared
Party Number of Power to Power to Power to Approximate
______ Shares: Vote Vote Dispose Percentage*
_________ ____________ _________ ____________ ___________
J O Hambro 1,090,000 0 1,090,000 1,090,000 22.3%
& Company
J O Hambro Asset 1,090,000 0 1,090,000 1,090,000 22.3%
Management
J O Hambro 1,090,000 0 1,090,000 1,090,000 22.3%
Capital
Management
Christopher H.B. 1,090,000 0 1,090,000 1,090,000 22.3%
Mills
GFS 750,000 0 750,000 750,000 15.4%
NASCIT 750,000 0 750,000 750,000 15.4%
Oryx 150,000 0 150,000 150,000 3.1%
Consulta 150,000 0 150,000 150,000 3.1%
</TABLE>
* Based 4,883,750 of Common Stock, par value $.0001 per share,
outstanding as of October 10, 1997, which is based on information reported in
the Company's Quarterly Report on Form 10-Q for the quarter ended July 27, 1997.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
As co-investment advisers to NASCIT, Christopher Harwood Bernard Mills
and J O Hambro Capital Management share the right to transfer and vote the
shares of Common Stock of the Company pursuant to an agreement entered into
among NASCIT, GFS and Christopher Mills and an agreement entered into between
NASCIT and J O Hambro Capital Management, each dated as of January 7, 1993,
respectively.
As investment manager for Oryx, Consulta has the right to transfer and
vote the shares of Common Stock of the Company pursuant to an agreement dated as
of February 16, 1995 between
Page 12 of 18 Pages
<PAGE>
Oryx and Consulta. As investment adviser to Oryx, J O Hambro Capital Management
has the right to transfer the shares of Common Stock of the Company pursuant to
an agreement dated as of February 16, 1995 between J O Hambro Capital Management
and Consulta.
As investment manager for certain of its private clients, J O Hambro
Capital Management has the right to transfer and vote the shares of Common Stock
of the Company pursuant to either agreements or arrangements entered into with
such private clients.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See Item 2(a).
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10. CERTIFICATION:
Not Applicable.
Page 13 of 18 Pages
<PAGE>
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.
Dated: 4 February 1998 J O HAMBRO CAPITAL MANAGEMENT LIMITED
By: /s/ RCO Hellyer
Name: RCO Hellyer
Title: Director
Executed on behalf of the parties
hereto pursuant to the Joint Filing
Agreement filed herewith.
Page 14 of 18 Pages
<PAGE>
EXHIBITS
The following documents are filed herewith:
(a) Joint Filing Agreement dated as of February 4, 1998 among
NASCIT, GFS, J O Hambro Capital Management, J O Hambro Asset
Management, J O Hambro & Company, Oryx, Consulta and
Christopher Harwood Bernard Mills.
Page 15 of 18 Pages
<PAGE>
JOINT FILING AGREEMENT
Page 16 of 18 Pages
<PAGE>
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G dated February
4, 1998 with respect to the shares of common stock, $0.0001 par value, of
Compass Plastics & Technologies, Inc. and any further amendments thereto
executed by each or any of us shall be filed on behalf of each of us pursuant to
and in accordance with the provisions of Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended.
This Agreement may be executed in separate counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
Date: 4 February 1998 NORTH ATLANTIC SMALLER COMPANIES
INVESTMENT TRUST PLC
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.C.O Hellyer
Name: R.C.O. Hellyer
Title: Director
Date: 4 February 1998 J O HAMBRO CAPITAL MANAGEMENT LIMITED
By: /s/ R.C.O. Hellyer
Name: R.C.O. Hellyer
Title: Director
Date: 4 February 1998 J O HAMBRO & COMPANY LIMITED
By: /s/ R.C.O. Hellyer
Name: R.C.O. Hellyer
Title: Director
Page 17 of 18 Pages
<PAGE>
Date: 4 February 1998 J O HAMBRO ASSET MANAGEMENT
LIMITED
By: /s/ R.C.O. Hellyer
Name: R.C.O. Hellyer
Title: Director
Date: 4 February 1998 GROWTH FINANCIAL SERVICES LIMITED
(formerly GROWTH INVESTMENT
MANAGEMENT LIMITED)
By: /s/ C.H.B. Mills
Name: C. H. B. Mills
Title: Director
Date: 4 February 1998 ORYX INTERNATIONAL GROWTH FUND
LIMITED
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.C.O. Hellyer
Name: R.C.O. Hellyer
Title: Director
Date: 4 February 1998 CONSULTA (CHANNEL ISLANDS) LTD
By: /s/ Peter A. Heaps
Name: Peter A. Heaps
Title: Director
Date: 4 February 1998 CHRISTOPHER MILLS
/s/ C.H.B. Mills
Page 18 of 18 Pages
<PAGE>
