<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
(Amendment No. 2)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 2)*
of
TBK Partners, L.P.
Under the Securities Exchange Act of 1934
ALLSTATE FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
020011102
----------------------
(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)
UPON EXAMINATION OF THE ISSUER'S
PROXY STATEMENT DATED OCTOBER 17, 1997
(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
- --------------------------- ---------------------------
CUSIP No. 020011102 13D Page 3 of 8
--------- --- ---
- --------------------------- ---------------------------
SCHEDULE 13D
- --------------------------------------------------------------------------------
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
123,200 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
WITH: 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
165,150 shares held in accounts of TBC (as
hereinafter defined).
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,150 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)
7.12%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD & IA & 00
- --------------------------------------------------------------------------------
<PAGE> 4
- --------------------------- ---------------------------
CUSIP No. 020011102 13D Page 4 of 8
--------- --- ---
- --------------------------- ---------------------------
SCHEDULE 13D
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P. ("TBK")
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC and 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
11,000 shares, except that the general
partners in TBK, 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 11,000 shares, except that the general
WITH: partners in TBK, 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
11,000 Shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.47%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 5
PRELIMINARY NOTE
The persons filing this Amendment No. 2 are (i) Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company and (ii) TBK Partners, L.P.
("TBK"), a Delaware limited partnership. This Amendment No. 2 amends a Statement
on Schedule 13D filed by TBC and TBK dated March 4, 1994 ( the "Statement"). The
filing of this Amendment No. 2 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").
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.
This Amendment No. 2 relates to the Common Stock, No par value (the "Common
Stock"), of Allstate Financial Corporation (The "Company"), which, to the best
knowledge of the persons filing this Amendment No. 2, is a company organized
under the laws of Delaware, with its principal executive offices at 2700 South
Quincy Street, Arlington, VA 22206.
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 TBK, there
has been no material change in the information set forth in response to Items
1,2,4,6 and 7 of the Statement, as amended. Accordingly, those Items are omitted
from this Amendment No. 2.
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 165,150 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 $884,696.
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 of the Statement), 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, TBK beneficially owns directly 11,000 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. The aggregate cost of the TBK Shares, including brokerage
commissions, was $56,060.
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 of the
Statement), will come from TBK's general funds, which include cash and cash
equivalents on hand and in banks.
<PAGE> 6
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
Chase Manhattan Bank. As of the date hereof, TBK has a loan outstanding with
Chase Manhattan Bank in the amount of $20,000. Borrowings made by TBK pursuant
to that understanding bear interest at the brokers' call rate in effect from
time to time at Chase Manhattan Bank. TBK's funds may also include funds
borrowed pursuant to a Line of Credit Agreement between TBK and Boston Safe
Deposit and Trust Company. Pursuant to the Line of Credit Agreement, TBK may
borrow up to $15,000,000 at the brokers' call rate charged from time to time by
Boston Safe Deposit & Trust Company. Borrowings made by TBK pursuant to its
understandings with Chase Manhattan Bank and the Line of Credit Agreement with
Boston Safe Deposit and Trust Company are secured by securities owned by TBK;
such borrowings are not secured by any TBK Shares. No borrowings from Chase
Manhattan Bank or Boston Safe Deposit and Trust Company 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.
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 165,150 shares of Common Stock, which constitutes approximately
7.12% of the 2,317,919 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, TBK beneficially owns directly 11,000 shares of
Common Stock, which constitutes approximately 0.47% of the 2,317,919 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
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. The aggregate number of shares
of Common Stock with respect to which TBC and TBK could be deemed to be the
beneficial owner as of the date hereof, is 176,150 shares, which constitutes
approximately 7.60% of the 2,317,919 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 TBK, or a member of
TBC, is 176,150 shares, which constitutes approximately 7.60% of the 2,317,919
shares of Common Stock outstanding. The aggregate number of shares and
percentage of Common Stock with respect to which Thomas P. Knapp may be deemed
to be a beneficial owner by reason of his being a general partner of TBK is
11,000 shares of Common Stock which constitutes approximately 0.47% of the
2,317,919 shares of Common Stock outstanding. However, nothing contained herein
shall be construed as an admission that any of the General Partners or Thomas P.
Knapp is the beneficial owner of any shares of Common Stock, except as set forth
herein as expressly and admittedly being beneficially owned by a particular
General Partner or Thomas P. Knapp.
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 who may be deemed to comprise a group with any of TBC and TBK, 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 165,150 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 123,200 shares of Common Stock held in
certain TBC Accounts.
<PAGE> 7
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 123,200 shares of Common Stock
held in certain TBC Accounts.
TBK has the sole power to vote or direct the voting of and dispose or
direct the disposition of the TBK Shares. Each of the General Partners and
Thomas P. Knapp, solely by reason of their positions as general partners, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the TBK Shares.
(c) No transactions in Common Stock were effected by TBC and TBK during the
sixty-day period ended as of the date hereof.
(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) Not applicable.
<PAGE> 8
SIGNATURE
Each of Tweedy, Browne Company LLC 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 is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
Dated: November 4, 1997 By:________________________
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By:_______________________
Christopher H. Browne
General Partner
<PAGE> 9
[Tweedy, Browne Company LLC LETTERHEAD]
November 4, 1997
VIA EDGAR
- ---------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Allstate Financial Corporation
Amendment No. 2 to
A Statement on Schedule 13D filed by Tweedy, Browne
Company LLC and TBK Partners, L.P.
Dear Sirs:
Tweedy, Browne Company LLC ("TBC") and TBK Partners, L.P. ("TBK") file with
you herewith pursuant to Section 13(d) of the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder one copy, of Amendment No.
2 to a Statement on Schedule 13D (the "Amendment No. 2") relating to ownership
by TBC and TBK, respectively, of Common Stock of Allstate Financial Corporation.
(the "Company").
A copy of the Amendment No. 2 has today been sent by certified mail to the
Company at its offices at 2700 South Quincy Street, Arlington, VA 22206.
Very truly yours,
/s/ M. Gervase Rosenberger
--------------------------
M. Gervase Rosenberger
