<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 4)*
of
TBK Partners, L.P.
Under the Securities Exchange Act of 1934
ACCEL INTERNATIONAL CORP.
(Name of Issuer)
Common Stock, Par Value $.10 per Share
(Title of Class of Securities)
004299103
(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)
AUGUST 20, 1996
(Date of Event which Required Filing of this Statement)
<PAGE> 2
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).
<PAGE> 3
SCHEDULE 13D
- ----------------------------------- -----------------------------------
CUSIP No. 004299103 Page 3 of 9 Pages
------------------- ------- -------
- ----------------------------------- -----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company L.P. ("TBC")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
0O
- --------------------------------------------------------------------------------
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 0 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
NUMBER OF shares as more fully set forth herein.
SHARES -------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares
EACH -------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0 shares, except that certain of
PERSON the general partners of TBC may be deemed to have sole
WITH power to dispose of certain shares as more fully set forth
herein.
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares held in accounts of TBC (as hereinafter
defined).
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD & IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 4
SCHEDULE 13D
- ----------------------------------- -----------------------------------
CUSIP No. 004299103 Page 4 of 9 Pages
------------------- ------- -------
- ----------------------------------- -----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC & BK
- --------------------------------------------------------------------------------
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 0 shares
NUMBER OF
SHARES -------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0 shares
OWNED BY
EACH -------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0 shares
PERSON
WITH -------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 5
PRELIMINARY NOTE
This Amendment No. 4 is being filed because the filing persons are no
longer subject to the reporting requirements of Section 13(d) of the Securities
Exchange Act of 1934, as a result of the disposition of their respective shares
of Common Stock in open market transactions. This Amendment No. 4 is being filed
by Tweedy, Browne Company L.P. ("TBC") and TBK Partners, L.P. ("TBK") who may be
deemed to be members of a group. However, the filing of this Amendment No. 4
should not be deemed an admission that TBC and TBK comprise a group within the
meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as
amended (the "Act").
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations, each of TBC and TBK hereby amend their respective Statements on
Schedule 13D, relating to the Common Stock of Accel International Corp. TBC and
TBK filed a Statement on Schedule 13D, dated as of August 6, 1992. Pursuant to
Item 101(a)(2)(ii) of Regulation S-T, this Amendment No. 4 also includes an
amended and restated composite of all paper filings to date made by TBC and TBK,
respectively, on Schedule 13D with respect to Accel International Corporation.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $.10 par value (the
"Common Stock"), of Accel International Corporation (the "Company"), which, to
the best knowledge of the persons filing this Schedule 13D, is a company
organized under the laws of Delaware, with its principal executive offices
located at 475 Metro Place North, Dublin, Ohio 43017.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Schedule 13D are (i) Tweedy, Browne Company
L.P. ("TBC"), a Delaware limited partnership and (ii) TBK Partners, L.P.
("TBK"), a Delaware limited partnership. Annexed as Exhibit 99.1, which is
incorporated by reference herein, is an agreement between TBC and TBK 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 TBK 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 TBC are
Christopher H. Browne, William H. Browne and John D. Spears (the "General
Partners"). By reason of their positions as such, the general partners of TBK
may be deemed to control TBK and the general partners of TBC may be deemed to
control TBC.
(b) The business address of each of TBC and TBK, the General Partners
and Thomas P. Knapp 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.
TBK 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.
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The present principal occupation of each of the General Partners is
serving as such for TBC and TBK. The present principal occupation of Thomas P.
Knapp is serving as a general partner in TBK. The principal business address of
each of TBC and TBK is set forth above.
(d) None of TBC, TBK, Thomas P. Knapp, nor any General Partner has,
during the last five years, been convicted in any criminal proceeding (excluding
traffic violations and similar misdemeanors).
(e) None of TBC, TBK, Thomas P. Knapp, nor any General Partner 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) Each of TBC and TBK is a Delaware limited partnership. Each of the
General Partners and Thomas P. Knapp is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, TBC does not beneficially own any shares of
Common Stock ("the TBC Shares").
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 Chemical Bank, New York,
New York, depending upon the amount of outstanding borrowings at any given time.
As of the date hereof, TBK does not beneficially own any shares of
Common Stock (the "TBK Shares").
It is expected that funds used by TBK to purchase additional shares of
Common Stock, if additional shares are purchased by TBK (see Item 4 hereof),
will come from TBK's general funds, which include cash and cash equivalents on
hand and in banks.
TBK's general funds have included, and it is expected that they will
from time to time include, funds borrowed by it pursuant to an understanding
with Chemical Bank. As of the date hereof, TBK has a loan outstanding with
Chemical Bank in the amount of $20,000.00. Borrowings made by TBK pursuant to
that understanding bear interest at the brokers' call rate in effect from time
to time at Chemical Bank. TBK's funds on hand have also included, and it is
expected that they will from time to time include, funds borrowed by it pursuant
to an understanding with The Bank of New York, New York, New York. Pursuant to
that understanding, TBK may borrow funds at the brokers' call rate charged from
time to time by The Bank of New York. As of the date hereof, TBK has a loan
outstanding with The Bank of New York in the amount of $10,000.00. Borrowings
made by TBK pursuant to its understandings with Chemical Bank and The Bank of
New York are secured by securities owned by TBK; such borrowings are not secured
by any TBK Shares. No borrowings from Chemical Bank or The Bank of New York were
made for the purpose of acquiring the TBK Shares. TBK 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.
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ITEM 4. PURPOSE OF TRANSACTION
Each of TBC and TBK 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 TBK may dispose of all or some of the TBC
Shares and the TBK 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof TBC does not beneficially own any shares of
Common Stock.
As of the date hereof, TBK does not beneficially own any shares of
Common Stock.
Each of TBC and TBK disclaims that it is the beneficial owner of any of
the shares of Common Stock held in the TBC Accounts.
Each of TBC and TBK disclaims beneficial ownership of Common Stock held
by the other. Except as described herein, to the best knowledge of TBC and TBK,
no person may be deemed to comprise a group with any of TBC or TBK or any other
person named in Item 2 of the Statement, as amended, beneficially owns any
shares of Common Stock.
(b) Not applicable.
(c) During the sixty day period ended as of the date hereof, TBC and
TBK have sold shares of the Common Stock in open market transactions, as
follows:
<TABLE>
<CAPTION>
REPORTING NO. OF PRICE
PERSON DATE SHARES SOLD PER SHARE
<S> <C> <C> <C>
TBC 08/20/96 211,000 $2.50
TBK 08/20/96 35,000 $2.50
</TABLE>
(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 TBK, no person other than TBK has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the TBK Shares, except that the General Partners and Thomas P.
Knapp may be deemed to have such rights and powers solely by reason of being
general partners in TBK.
(e) TBC and TBK ceased to be the beneficial owner of 5% of Common Stock
on August 20, 1996.
<PAGE> 8
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise described herein, none of TBC or TBK, nor, to the
best knowledge of TBC or TBK, 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).
<PAGE> 9
SIGNATURE
Each of Tweedy, Browne Company L.P. and TBK 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 L.P.
By______________________________________
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By______________________________________
Christopher H. Browne
General Partner
Dated: September 27, 1996
<PAGE> 1
EXHIBIT 99.1
AGREEMENT dated as of September 27, 1996 between Tweedy, Browne Company
L.P., a Delaware limited partnership ("TBC") and TBK Partners, L.P., a Delaware
limited partnership ("TBK").
WITNESSETH:
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 TBK 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 TBK. 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 L.P.
By________________________________
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By________________________________
Christopher H. Browne
General Partner
<PAGE> 2
EXHIBIT B
The names, present principal occupations and business addresses of each
of the general partners in TBC and TBK are as follows:
<TABLE>
<CAPTION>
Present Principal Occupation
Name and Business Address
- --------------------- ----------------------------
<S> <C>
Christopher H. Browne General Partner, TBC
52 Vanderbilt Avenue
New York, New York 10017
General Partner, TBK
52 Vanderbilt Avenue
New York, New York 10017
William H. Browne General Partner, TBC
52 Vanderbilt Avenue
New York, New York 10017
General Partner, TBK
52 Vanderbilt Avenue
New York, New York 10017
Thomas P. Knapp General Partner, TBK
52 Vanderbilt Avenue
New York, New York 10017
John D. Spears General Partner, TBC
52 Vanderbilt Avenue
New York, New York 10017
General Partner, TBK
52 Vanderbilt Avenue
New York, New York 10017
</TABLE>
