-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MfOtcsXsBnjorNWC2qHMWqVBNuZ4HGtoGkhgeB3Ls88tQZ/c/jLQcjYDL5SnECu3 4Lu48Ume6r/Vnpovpbrefw== 0000943663-96-000019.txt : 19960129 0000943663-96-000019.hdr.sgml : 19960129 ACCESSION NUMBER: 0000943663-96-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960126 SROS: NASD GROUP MEMBERS: F. PETER CUNDILL GROUP MEMBERS: PETER CUNDILL & ASSOCIATES LTD ET AL GROUP MEMBERS: PETER CUNDILL HOLDINGS (BERMUDA) LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE PRODUCTS CO CENTRAL INDEX KEY: 0000067975 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 231427830 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08135 FILM NUMBER: 96507720 BUSINESS ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2156467400 MAIL ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PETER CUNDILL & ASSOCIATES LTD ET AL CENTRAL INDEX KEY: 0000925925 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O 101 SOUTH HANLEY SUITE 1600 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 314-862-1200 MAIL ADDRESS: STREET 1: 101 SOUTH HANLEY STREET 2: SUITE 1600 CITY: ST. LOUIS STATE: MO ZIP: 63105 SC 13D/A 1 AMENDMENT NO. 6 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 ) MOORE PRODUCTS COMPANY (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 615836 10 3 (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) January 18, 1996 (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). SCHEDULE 13D 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: 152,200 SHARES 8 Shared Voting Power: 22,875 BENEFICIALLY 9 Sole Dispositive Power: 152,200 OWNED BY 10 Shared Dispositive Power: 44,225 EACH REPORTING PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 196,425 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.60% 14 TYPE OF REPORTING PERSON: CO, IA (Canadian) SCHEDULE 13D 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: 175,075 BENEFICIALLY 9 Sole Dispositive Power: 0 OWNED BY 10 Shared Dispositive Power: 196,425 EACH REPORTING PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 196,425 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.60% 14 TYPE OF REPORTING PERSON: HC SCHEDULE 13D 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: 0 SHARES 8 Shared Voting Power: 175,075 BENEFICIALLY 9 Sole Dispositive Power: 0 OWNED BY 10 Shared Dispositive Power: 196,425 EACH REPORTING PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 196,425 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.60% 14 TYPE OF REPORTING PERSON: IN This Amendment No. 6 to Statement on Schedule 13D, originally filed on March 12, 1991, as amended by Amendment No. 1 filed on February 13, 1992, Amendment No. 2 filed on March 1, 1993, Amendment No. 3 filed on February 1, 1994, Amendment No. 4 filed on September 14, 1994, and Amendment No. 5 filed on February 24, 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 amendments to Item 5 and to restate the Schedule 13D in its entirety. In accordance with Item 101(a)(2)(ii) of Regulation S-T, this Amendment No. 6 amends and restates the entire text of the Schedule 13D, as previously amended by Amendments No. 1 through 5. ITEM 1. Security and Issuer. This Statement relates to the shares of common stock, $1.00 par value ("Shares"), of Moore Products Co., a Pennsylvania corporation (the "Company"). The address of the Company is Sumneytown Pike, Spring House, Pennsylvania 19477. ITEM 2. Identity and Background. This Statement is filed by PCB, Holdings, and Cundill. 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 The officers of PCB are: Name Office F. Peter Cundill President John R. Talbot Vice President and Secretary Maureen J. 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 J. 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 G. Trollope Position: Director Business Address: Clarendon House Church Street Hamilton, Bermuda Citizenship: British Principal Occupation: Partner in the law firm of Conyers, Dill & Pearman 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 B.R. 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 B of this Item 2. B. 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 Name: John R. Talbot Office: Vice President, Secretary and Director Name: Stephen W. Kempe Office: Director Name: Graham B.R. Collis Office: Director Name: Nicolas G. Trollope 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. C. 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. D. 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 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 44,225 Shares in the open market for an aggregate consideration (exclusive of brokers' commissions) of $660,043.75. 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 152,200 Shares in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $3,321,711.24. 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. Individually PCA does not beneficially own 5% or more of the Shares. Due to the investment management services provided by PCB to PCA, PCB could be deemed a beneficial owner of all Shares purchased in the transactions described in subitems (1) and (2). 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. 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: 21,350 Shared Dispositive Power Only (1) .83% 22,875 Shared Voting and Shared Dispositive Power (2) .88% 152,200 Sole Voting and Sole Dispositive Power (3) 5.89% 196,425 7.60% (B) Holdings: 21,350 Shared Dispositive Power Only (4) .83% 22,875 Shared Voting and Shared Dispositive Power (5) .88% 152,200 Shared Voting and Shared Dispositive Power (6) 5.89% 196,425 7.60% (C) Cundill: 21,350 Shared Dispositive Power Only (7) .83% 22,875 Shared Voting and Shared Dispositive Power (8) .88% 152,200 Shared Voting and Shared Dispositive Power (9) 5.89% 196,425 7.60% (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 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. (3) 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. (4) 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. (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 vote and dispose or direct the disposition of such Shares. (6) 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. (7) 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. (8) 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. (9) 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. On June 30, 1995, Cundill Value Fund Ltd. (which prior to this Amendment No. 6 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. TRANSACTIONS Since February 24, 1995 (the date of the filing of Amendment No. 5 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. Reporting Sale/ No. of Price Per Person Purchase Date Shares Share PCB on Sale 12/27/95 14,000 $ 17.75 behalf of 12/27/95 6,875 $ 17.75 PCA Purchase 12/27/95 6,475 $ 17.75 12/27/95 8,000 $ 17.75 PCB on Purchase 12/27/95 6,400 $ 17.75 behalf of Value Fund CHANGE IN AGGREGATE NUMBER OF SHARES OUTSTANDING This Amendment No. 6 is being filed in connection with a change in the total amount of the Reporting Persons' percentage of the Company's Shares which has changed as a result of an increase in the aggregate number of the Company's Shares outstanding. Item 6. Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer. PCB has entered into an agreement with PCA, a copy of which is incorporated herein by reference, pursuant to which PCB is required to provide the investment counselling and transaction skills of Cundill which are required by PCA to fulfill its portfolio management contracts with its clients. PCB and Value Fund are parties to a Master Investment Counsel Agreement, a copy of which is incorporated herein by reference, pursuant to which PCB is granted the exclusive right to supervise the assets and securities portfolio of Value Fund. Item 7. Materials Filed as Exhibits. In accordance with Rule 101(a)(2)(ii) of Regulation S- T, the following exhibits have been previously filed in paper format and are not required to be restated electronically. 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 Value 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.) 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. 6 to Statement on Schedule 13D. PETER CUNDILL & ASSOCIATES (BERMUDA) LTD. Date: January 26, 1996 By: /s/Patrick W.D. Turley Patrick W.D. Turley Attorney-in-Fact* PETER CUNDILL HOLDINGS (BERMUDA) LTD. Date: January 26, 1996 By: /s/Patrick W.D. Turley Patrick W.D. Turley Attorney-in-Fact* F. PETER CUNDILL Date: January 26, 1996 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. DECHERT PRICE & RHOADS 1500 K STREET, N.W. SUITE 500 WASHINGTON, DC 20005 TELEPHONE: (202) 626-3300 FAX: (202) 626-3334 EDGAR FILING January 26, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Moore Products Company 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 Moore Products Company 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 -----END PRIVACY-ENHANCED MESSAGE-----