<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. )*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. )*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
WASHINGTON HOMES INC.
(Name of Issuer)
Common Stock, Par Value $.01 PER SHARE
(Title of Class of Securities)
938864105
(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)
MAY 26, 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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Schedule 13D
Page _____ of _______ Pages
CUSIP No. 938864105
- --------------------------------------------------------------------------------
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) /X/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER. TBC has sole voting power with
respect to 323,280 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 WITH
0 shares, except that certain of the general
partners of TBC may be deemed to have sole power to
dispose of certain shares as more fully set forth
herein.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
414,645 shares held in accounts of TBC
(as herein defined)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,645 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.23%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, IA & PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
Page _____ of _______ Pages
CUSIP No. 938864105
- --------------------------------------------------------------------------------
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) /X/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 15,000 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 15,000 shares, except that
PERSON WITH the general partners in 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
15,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.18%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
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PRELIMINARY NOTE
This Statement on Schedule 13D is being filed because the filing persons
may be deemed to be members of a group comprised of Tweedy, Browne Company LLC
("TBC") and Vanderbilt Partners, L.P. ("Vanderbilt"), which group may be deemed
to be the beneficial owner in the aggregate of in excess of 5% of the Common
Stock of Washington Homes Inc. However, the filing of this Schedule 13D 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").
Tweedy, Browne Company L.P., a Delaware limited partnership (the
"Partnership") and its general partners entered into a definitive agreement,
pursuant to which the Partnership converted to Tweedy, Browne Company LLC (the
"Company"), a Delaware limited liability company, and AMG/TBC Holdings, Inc.
("Holdings"), a Delaware corporation and wholly owned subsidiary of Affiliated
Managers Group, Inc. (a Boston-based holding company, the business address of
which is Two International Place, Boston, Massachusetts 02110), acquired a
majority interest in the Company on October 9, 1997.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $0.01 par value (the "Common
Stock"), of Washington Homes Inc. (the "Company"), which, to the best knowledge
of the persons filing this Schedule 13D, is a company organized under the laws
of Maryland, with its principal executive offices located at 1802 Brightseat
Road, Landover, Maryland 20785.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Schedule 13D are (i) Tweedy, Browne Company
LLC ("TBC"), a Delaware limited liability company and (ii) Vanderbilt Partners,
L.P. ("Vanderbilt"), a Delaware limited partnership. Annexed as Exhibit 99.1,
which is incorporated by reference herein, is an agreement among TBC and
Vanderbilt that this Schedule 13D is filed on behalf of each of them. The filing
of this Schedule 13D should not be deemed an admission that TBC and Vanderbilt
comprise a group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 (the "Act").
This Schedule 13D 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 accounts TBC has
investment discretion (the "TBC Accounts"), and with respect to some of which it
has obtained sole or shared voting power.
The general partners of TBK are Christopher H. Browne, William H. Browne,
Thomas P. Knapp and John D. Spears. The general partners of Vanderbilt are
Christopher H. Browne, William H. Browne and John D. Spears (the "General
Partners"). The members of TBC are Christopher H. Browne, William H. Browne,
John D. Spears, Thomas H. Shrager, Robert Q. Wyckoff, Jr. and Holdings (the
"Members"). By reason of their positions as such, the members of TBC may be
deemed to control TBC and the general partners of Vanderbilt may be deemed to
control Vanderbilt, respectively.
(b) The business address of each of TBC, Vanderbilt and the General
Partners is 52 Vanderbilt Avenue, New York, New York 10017.
(c) TBC is engaged primarily in the business of a securities broker and
dealer and investment adviser, is registered as a broker-dealer and investment
adviser with the Securities and Exchange Commission, and is a member of the
National Association of Securities Dealers, Inc.
Vanderbilt is a private investment partnership and is currently, and at all
relevant times was, engaged primarily in the business of investing in securities
for its own account.
The present principal occupation of each of the General Partners is serving
as such for Vanderbilt. The present principal occupation of the Members of TBC
is serving as such. Holdings is wholly owned by Affiliated Managers Group, Inc.,
a Boston-based holding company which makes equity investments in investment
management firms, in which management personnel retain a significant interest in
the profits of the business. The principal business address of each of TBC and
Vanderbilt is set forth above.
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(d) None of TBC, Vanderbilt, nor any General Partner or Member has, during
the last five years, been convicted in any criminal proceeding (excluding
traffic violations and similar misdemeanors).
(e) None of TBC, Vanderbilt, nor any General Partner or Member has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding it
or he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect thereto.
(f) Vanderbilt is a Delaware limited partnership. TBC is a Delaware
limited liability company. Each of the General Partners and Members is a citizen
of the United States of America, with the exception of Holdings, which is a
Delaware corporation.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the number of shares with respect to which TBC may
be deemed to be the beneficial owner is 414,645 shares of Common Stock (the "TBC
Shares"), all of which shares were purchased in open market transactions. The
aggregate cost of the TBC Shares, including brokerage commissions, was
$2,048,013.
The TBC Shares are held in the TBC Accounts, the funds therefor coming from
the funds on hand in each individual managed account and in certain instances
from standard margin account borrowings from brokerage accounts maintained at
Fleet Clearing Corporation. It is expected that funds used by the TBC Accounts
to purchase additional shares of Common Stock, if additional shares are
purchased by the TBC Accounts (see Item 4 hereof), will come from the funds on
hand for each individual managed account, which funds on hand at any time and
from time to time may include, among others, funds borrowed pursuant to margin
accounts maintained at Fleet Clearing Corporation. Borrowings made by certain
TBC Accounts pursuant to such margin accounts are secured by margin securities
owned by the respective accounts, including some of the TBC Shares. Interest on
outstanding borrowings under such margin accounts ranges from 1/2% to 2% over
the brokers' call rate in effect from time to time at Chase Manhattan Bank, New
York, New York, depending upon the amount of outstanding borrowings at any given
time.
As of the date hereof, Vanderbilt beneficially owns directly 15,000 shares
of Common Stock (the "Vanderbilt Shares"), all of which shares were purchased in
open market transactions hereof.) The aggregate cost of the Vanderbilt Shares,
including brokerage commissions, was $76,875.
It is expected that funds used by Vanderbilt to purchase additional shares
of Common Stock, if additional shares are purchased by Vanderbilt (see Item 4
hereof), will come from Vanderbilt's general funds, which include cash and cash
equivalents on hand and in banks.
Vanderbilt's funds may include funds borrowed pursuant to a Line of Credit
Agreement between Vanderbilt and Boston Safe Deposit and Trust Company. Pursuant
to the Line of Credit Agreement, Vanderbilt may borrow up to $2,000,000 at the
brokers' call rate charged from time to time by Boston Safe Deposit & Trust
Company. Borrowings made by Vanderbilt pursuant to the Line of Credit Agreement
with Boston Safe Deposit and Trust Company are secured by securities owned by
Vanderbilt; such borrowings are not secured by any Vanderbilt Shares. No
borrowings from Boston Safe Deposit and Trust Company were made by Vanderbilt
for the purpose of acquiring the Vanderbilt Shares. Vanderbilt reserves the
right to include all or any of the shares of Common Stock owned by it at any
time or from time to time, among the securities that serve as collateral for
such borrowings, subject to compliance with any applicable statutes and
regulations.
ITEM 4. PURPOSE OF TRANSACTION
Each of TBC and Vanderbilt has acquired the shares of Common Stock owned by
it for investment purposes and for none of the reasons enumerated in Item 4 of
Schedule 13D, except that TBC and Vanderbilt may dispose of all or some of the
TBC Shares and the Vanderbilt Shares, respectively, or may acquire additional
shares of Common Stock from time to time, depending upon price and market
conditions, evaluation of alternative investments, and other factors. Currently,
TBC and Vanderbilt intend to acquire additional shares of Common Stock in the
open market, depending upon the price of the Common Stock from time to time.
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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 414,645 shares of Common Stock, which constitutes approximately
5.23% of the 7,914,433 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 15,000 shares
of Common Stock, which constitutes approximately 0.18% of the 7,914,433 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 429,645 shares, which
constitutes approximately 5.42% of the 7,914,433 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 deemd to be the
beneficial owner by reason of his being a general partner of Vanderbilt, or a
member of TBC, is 429,645 shares, which constitutes approximately 5.42% of the
7,914,433 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 hereof, beneficially owns any
shares of Common Stock.
(b) TBC has investment discretion with respect to 323,280 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 414,645 shares of Common Stock held in
certain TBC Accounts.
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 414,645 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) During the sixty-day period ended as of the date hereof, TBC and
Vanderbilt have purchased shares of Common Stock in open market transactions as
follows:
<TABLE>
<CAPTION>
NO OF SHARES PRICE
TBC ACCOUNTS PURCHASED PER SHARE
<S> <C> <C>
04/02/98 20,000 $4 5/8
04/03/98 19,700 $4.62502
05/20/98 15,000 $5 1/8
05/21/98 50,000 $5 1/8
05/26/98 106,000 $5 1/8
VANDERBILT:
05/26/98 15,000 $5 1/8
</TABLE>
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(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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise described herein, none of TBC or Vanderbilt, nor, to
the best knowledge of TBC or Vanderbilt, any other person named in Item 2
hereof, has any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
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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 (which includes the Exhibit
annexed hereto) is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By
-----------------------------------
Christopher H. Browne
Member
VANDERBILT PARTNERS, L.P.
By
-----------------------------------
Christopher H. Browne
General Partner
Dated: May 29, 1998
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EXHIBIT 99.1
AGREEMENT dated as of May 29, 1998 among Tweedy, Browne Company L.P., a
Delaware limited partnership ("TBC") and Vanderbilt Partners L.P., a Delaware
limited partnership ("Vanderbilt").
WITNESSETH:
WHEREAS, TBC and Vanderbilt may be deemed to have acquired, in the
aggregate, beneficial ownership of more than five percent of the Common Stock
(the "Common Stock") of Washington Homes Inc. (the "Company") and
WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange Act of 1934
(the "Act"), a Statement on Schedule 13D must be filed by any person who
acquires more than five percent of registered equity securities; and
WHEREAS, in accordance with Rule 13d-1(f) of the Act, only one such
Statement need be filed whenever two or more persons are required to file such a
Statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement is
filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
TBC and Vanderbilt do hereby agree, in accordance with Rule 13d-1(f) under
the Act, to file one Statement on Schedule 13D relating to their ownership of
the Common Stock, and do hereby further agree that said Statement shall be filed
on behalf of each of TBC and Vanderbilt. Nothing herein, however, shall be, or
shall be deemed to be, an admission that the parties hereto, or any of them, are
members of a "group" (within the meaning of Section 13(d) of the Act and the
rules and regulations promulgated thereunder) with respect to any securities of
the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TWEEDY, BROWNE COMPANY LLC VANDERBILT PARTNERS, L.P.
By By
------------------------------ ---------------------------
Christopher H. Browne Christopher H. Browne
Member General Partner
