SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 5)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 5)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
Bell & Howell Company
(Name of Issuer)
Common Stock, Par Value $.001 per Share
(Title of Class of Securities)
077852101
(CUSIP Number)
John D. Spears
350 Park Avenue
New York, New York 10022
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 4, 2000
(Date of Event which Required Filing of this Statement)
<PAGE>
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
theAct, but shall be subject to all the provisions of the Act (however, see
the Notes).
<PAGE>
<PAGE>
CUSIP No. 077852101
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Tweedy, Browne Company LLC ("TBC")
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
(2)(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
TBC has sole voting power with respect
to 2,708,399 shares held in certain TBC
accounts (as hereinafter defined).
Additionally, certain of the Members of
TBC may be deemed to have sole power to
vote certain shares as more fully set
forth herein.
Number of Shares -------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With: -------------------------------------------------------
(9) Sole Dispositive Power
0 shares, except that certain of the
members of TBC may be deemed to have
sole power to vote certain shares as more
fully set forth herein.
-------------------------------------------------------
(10) Shared Dispositive Power
2,841,644 shares held in accounts of TBC
(as hereinafter defined).
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,841,644 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [x]
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(13) Percent of Class Represented by Amount in Row (11)
11.98%
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(14) Type of Reporting Person (See Instructions)
BD, IA & 00
<PAGE>
CUSIP No. 077852101
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
TBK Partners, L.P. ("TBK")
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ x]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC and BK
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items (2)(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
234,315 shares, except that the
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 -----------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With: -----------------------------------------------------
(9) Sole Dispositive Power
234,315 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.
-----------------------------------------------------
(10) Shared Dispositive Power
0 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
234,315 shares
----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.99%
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(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No. 077852101
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Vanderbilt Partners, L.P. ("Vanderbilt")
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC and BK
----------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items (2)(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
38,585 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 ------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by each 0 shares
Reporting Person ------------------------------------------------------
With: (9) Sole Dispositive Power
38,585 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.
-------------------------------------------------------
(10) Shared Dispositive Power
0 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
38,585 shares
----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.16%
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(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
PRELIMINARY NOTE
The persons filing this Amendment No. 5 are (i) Tweedy, Browne Company
LLC ("TBC"), a Delaware limtied liability company, (ii) TBK Partners, L.P.
("TBK"), a Delaware limited partnership and (iii) Vanderbilt Partners, L.P.
("Vanderbilt"), a Delaware limited partnership. This Amendment No. 5 amends a
Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated December 1,
1999 (the "Statement"). The filing of this Amendment No. 5 should be be
deemed an admission that TBC, TBK and Vanderbilt comprise a group within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act").
This Amendment No. 5 relates to the Common Stock, $.001 par
value (the "Common Stock"), of Bell & Howell Company (the "Company"), which,
to the best knowledge of the persons filing this Amendment No. 5, is a company
organized under the laws of Delaware, with its principal executive offices
located at 5215 Old Orchard Road, Skokie, Illinois 60007-1076.
This Amendment No. 5 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, TBK and
Vanderbilt, 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. 5.
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 2,841,644 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 $81,420,704.
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 U.S. Clearing Corporation. It is expected that the 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 U.S. Clearing Corporation.
Borrowings made by certain TBC Accounts pursuant to such margin accounts are
secured by margin securitites 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 234,315 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 $6,940,638.
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 Chase Manhattan Bank. As of the date hereof, TBK has a loan outstanding
with Chase Manhattan Bank of in the amount $20,000. Borrowings made by TBK
pursuant to that understanding bear interest at the brokers' call rate in
effect from time to time to 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 borrowing 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.
As of the date hereof, Vanderbilt beneficially owns directly 38,585
shares of Common Stock (the "Vanderbilt Shares"), all of which shares were
purchased in open market transactions. The aggregate cost of the Vanderbilt
Shares, including brokerage commissions, was $1,295,128.
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 and 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 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 2,841,644 shares of Common Stock, which constitutes
approximately 11.98% of the 23,714,580 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 234,315 shares
of Common Stock, which constitutes approximately 0.99% of the 23,714,580
shares of Common Stock which TBK believes to be the total number of
shares of Common Stock outstanding.
As of the date hereof, Vanderbilt beneficially owns directly 38,585
shares of Common Stock, which constitutes approximately 0.16% of the
23,714,580 shares of Common Stock which Vanderbilt believes to be the total
number of shares of Common Stock outstanding.
Also included in the TBC shares are 485 shares of Common Stock held in a
certain TBC Account for a charitable foundation of which Christopher H. Browne
is a trustee. Mr. Browne is a member of TBC and is also a general partner in
TBK and Vanderbilt.
Additionally 35,000 shares are held in a certain TBC account for John D.
Spears. Mr. Spears is a member of TBC and is also a general partners in TBK
and Vanderbilt.
Each of TBC, TBK 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, TBK
and Vanderbilt could be deemed to be the beneficial owner as of the date
hereof, is 3,114,544 shares, which constitutes approximately 13.13% of the
23,714,580 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 Members may be deemed to be the beneficial owner
by reason of his being a Member of TBC and a general partner in TBK and
Vanderbilt, respectively, is 3,114,544 shares, which constitutes
approximately 13.13% of the 23,714,580 shares of Common Stock outstanding.
However, nothing contained herein shall be construed as an admission that any
of the General Partners 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.
Each of TBC, TBK and Vanderbilt disclaims beneficial ownership of
Common Stock held by the other. Except as described herein, to the best
knowledge of TBC, TBK and Vanderbilt, no person who may be deemed to
comprise a group with any of TBC, TBK, 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 2,841,644 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 2,708,399 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 2,708,399 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 of
TBK, 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 TBK Shares.
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 TBK or Vanderbilt
since July 25, 2000, the date of the filing persons' last filing Schedule 13D.
Transactions in Common Stock effected by TBC since July 25, 2000, the date of
the filing persons' last filing on Schedule 13D and ended as of the date
hereof are set forth below:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 06/26/00 115,000 $23 3/8
06/27/00 46,000 $23 7/16
06/30/00 700 $23 3/4
06/30/00 1,920 $23 13/16
07/03/00 4,190 $23 7/8
07/05/00 225 $23 15/16
07/06/00 545 $24 1/2
07/06/00 1,000 $24 5/8
07/10/00 215 $24 5/16
07/18/00 600 $25 5/8
07/19/00 490 $23 3/16
07/28/00 117,300 $19.5625
08/01/00 1,840 $21
08/03/00 4,300 $20.5160
08/04/00 195,600 $20 3/8
</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
in TBK may be deemed to have such rights and powers solely by reason of
being general partners in TBK.
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.
<PAGE>
SIGNATURE
Each of Tweedy, Browne Company LLC, TBK Partners, L.P. 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 Amendment No. 5 is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By: /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By: /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By : /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
General Partner
Dated: August 10, 2000
