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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 2)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
VILLAGE SUPER MARKET, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
927107409
(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 18, 1998
(Date of Event which Required Filing of this Statement)
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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 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 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
disclosures provided in a prior cover page.
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 the provisions of the Act (however, see the Notes).
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- --------------------------- ---------------------------
CUSIP No. 927107409 SCHEDULE 13D Page of Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company LLC ("TBC")
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER TBC has sole voting power
with respect to 109,490 shares held in certain TBC
Accounts (as hereinafter defined). Additionally,
certain of the general partners of TBC may be
deemed to have sole power to vote certain shares
as more fully set forth herein.
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ---------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0 shares, except that certain of the general partners
WITH: of TBC may be deemed to have sole power to dispose of
certain shares as more fully set forth herein.
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
123,210 shares held in accounts of TBC (as
hereinafter defined).
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,210 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.95%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD, PN & OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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- --------------------------- ---------------------------
CUSIP No. 927107409 SCHEDULE 13D Page of Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P. ("Vanderbilt")
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER 10,000 shares, except that the
general partners in Vanderbilt, solely by reason of
their positions as such, may be deemed to have shared
power to vote these shares.
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ---------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 10,000 shares, except that the general partners in
WITH: Vanderbilt, solely by reason of their positions as
such, may be deemed to have shared power to vote
these shares.
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.73%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PRELIMINARY NOTE
The persons filing this Amendment No. 2 are (i) Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company, and (ii) Vanderbilt Partners,
L.P. ("Vanderbilt"), a Delaware limited partnership. This Amendment No. 2 amends
a Statement on Schedule 13D filed by TBC and Vanderbilt dated November 16, 1995
( the "Statement"). The filing of this Amendment No. 2 should not be deemed an
admission that TBC and Vanderbilt comprise a group within the meaning of Section
13(d) (3) of the Securities and Exchange Act of 1934, as amended (the "Act").
This Amendment No. 2 relates to the Common Stock, no par value (the "Common
Stock"), of Village Super Market, Inc. (the "Company"), which, to the best
knowledge of the persons filing this Amendment No. 2, is a company organized
under the laws of New Jersey, with its principal executive offices at 733
Mountain Avenue, Springfield, New Jersey 07081.
This Amendment No. 2 contains information regarding shares of Common Stock
that may be deemed to be beneficially owned by TBC. Such shares are held in the
accounts of various customers of TBC, with respect to which it has obtained sole
or shared voting power.
Other than as set forth below, to the best knowledge of TBC and Vanderbilt,
there has been no material change in the information set forth in response to
Items 1,2,3,4,6 and 7 of the Statement, as amended. Accordingly, those Items are
omitted from this Amendment No. 2.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial owner of
an aggregate of 123,210 shares of Common Stock, which constitutes approximately
8.95% of the 1,376,000 shares of Common Stock which TBC believes to be the total
number of shares of Common Stock outstanding. The TBC Shares are held in the TBC
Accounts.
As of the date hereof, Vanderbilt beneficially owns directly 10,000 shares
of Common Stock, which constitutes approximately 0.73% of the 1,376,000 shares
of Common Stock which Vanderbilt believes to be the total number of shares of
Common Stock outstanding.
Each of TBC and Vanderbilt disclaims that it is the beneficial owner of any
of the shares of Common Stock held in the TBC Accounts. The aggregate number of
shares of Common Stock with respect to which TBC and Vanderbilt could be deemed
to be the beneficial owner as of the date hereof, is 133,210 shares, which
constitutes approximately 9.68% of the 1,376,000 shares of Common Stock, which
the filing persons believe to be the total number of shares of Common Stock
outstanding, but nothing contained herein shall be construed as an admission
that TBC is the beneficial owner of any of the TBC Shares.
The aggregate number of shares and percentage of Common Stock with respect
to which each of the General Partners and Members may be deemed to be the
beneficial owner by reason of his being a general partner of Vanderbilt, or a
member of TBC, is 133,210 shares, which constitutes approximately 9.68% of the
1,376,000 shares of Common Stock outstanding.
Each of TBC and Vanderbilt disclaims beneficial ownership of Common Stock
held by the other. Except as described herein, to the best knowledge of TBC and
Vanderbilt, no person who may be deemed to comprise a group with any of TBC,
Vanderbilt, or any other person named in Item 2 of the Statement, beneficially
owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 123,210 shares of Common
Stock held by the TBC Accounts and has sole power to dispose or direct the
disposition of all of such shares. Of these shares of Common Stock, TBC has sole
power to vote or to direct the voting of 109,490 shares of Common Stock held in
certain TBC Accounts.
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Each of the Members of TBC, solely by reason of their positions as such,
may be deemed to have (i) shared power to dispose of or to direct the
disposition of all of the shares of Common Stock held in the TBC Accounts; and
(ii) shared power to vote or direct the vote of 109,490 shares of Common Stock
held in certain TBC Accounts.
Vanderbilt has the sole power to vote or direct the voting of and dispose
or direct the disposition of the Vanderbilt Shares. Each of the General Partners
of Vanderbilt, solely by reason of their positions as such, may be deemed to
have shared power to vote or direct the vote of and to dispose or direct the
disposition of the Vanderbilt Shares.
(c) No transactions in Common Stock were effected by Vanderbilt during the
sixty-day period ended as of the date hereof. During the sixty-day period ended
as of the date hereof, TBC sold shares of the Common Stock in open market
transactions, as follows:
REPORTING NO. OF SHARES PRICE
PERSON DATE SOLD PER SHARE
TBC Accounts 06/10/98 235 $ 14
06/16/98 3,500 $ 16 3/4
06/18/98 6,785 $ 16
(d) To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.
To the best knowledge of Vanderbilt, no person other than Vanderbilt has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Vanderbilt Shares, except that the General
Partners in Vanderbilt may be deemed to have such rights and powers solely by
reason of being general partners in Vanderbilt.
(e) Not applicable.
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SIGNATURE
Each of Tweedy, Browne Company LLC and Vanderbilt Partners, L.P., after
reasonable inquiry and to the best of its knowledge and belief, hereby certifies
that the information set forth in this Statement is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By /s/ Christopher H. Browne
--------------------------
Christopher H. Browne
Member
VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne
--------------------------
Christopher H. Browne
General Partner
Dated: June 26, 1998
