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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
-----
GEICO Corporation
-------------------------------------------------------------
(Name of Issuer)
COMMON
---------------------------------------------------
(Title of Class of Securities)
361582109
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing 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 the
disclosures provided in a prior cover page.
The information required in 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 other provisions of the Act (however, see the
Notes).
Page 1 of 9 pages
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CUSIP NO. 361582109 13G PAGE 2 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tukman Capital Management, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF - 0 -
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 1,455,600
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING - 0 -
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
3,020,231
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,020,231
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 9 pages
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CUSIP NO. 361582109 13G PAGE 3 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON Melvin T. Tukman
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF - 0 -
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 1,455,600
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING - 0 -
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
3,020,231
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,020,231
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 9 pages
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ITEM 1.
(a) Name of Issuer: GEICO Corporation
--------------
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
One GEICO Plaza
Washington, D.C. 20076-0001
ITEM 2.
(a) Name of Person Filing: This statement is being filed by
---------------------
(I) Tukman Capital Management, Inc. (TCM), a registered investment
advisor and
(ii) Melvin T. Tukman (MTT), the majority shareholder of TCM.
The common stock of the Issuer (Common Stock) is directly beneficially owned by
TCM as a result of TCM's authority to buy, sell and vote the shares acquired for
its clients and the ownership of the Common Stock by MTT is indirect as a result
of MTT's stock ownership in TCM.
The ownership of Common Stock by both TCM and MTT is reported because Rule
13d-1(a) and (b) under the Securities Exchange Act of 1934, as amended, requires
any person who is "directly or indirectly" the beneficial owner of more than
five percent of any equity security of a specified class to file a Schedule 13G
within the specified time period. The answers in blocks 5, 6, 7, 9 and 11 on
pages 2 and 3 above and in responses to item 4 by such Reporting Persons are
given on the basis of the "direct and indirect" beneficial ownership referred to
in such Rule, based on the direct beneficial ownership of Common Stock by TCM
and the indirect beneficial ownership by MTT.
Information with respect to each Reporting Person is given solely by the
respective Reporting Person, and no Reporting Person undertakes hereby any
responsibility for the accuracy or completeness of such information concerning
any other Reporting Person.
(b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
TCM's Principal Business Office is located at:
60 E. Sir Francis Drake Blvd., Ste. 204
Larkspur, CA 94939
Page 4 of 9
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Melvin T. Tukman's Principal Office is located at:
60 E. Sir Francis Drake Blvd., Ste. 204
Larkspur, CA 94939
(c) Citizenship:
-----------
TCM is a Delaware corporation.
Melvin T. Tukman is a citizen of the United States.
(d) Title of Class of Securities:
----------------------------
Common Stock
(e) CUSIP Number:
------------
361582109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) Broker or Dealer registered under Section 15 of the Act
--
(b) Bank as defined in section 3(a)(6) of the Act
--
(c) Insurance Company as defined in section 3(a)(19) of the act
--
(d) Investment Company registered under section 8 of the Investment
--
Company Act
(e) X Investment Advisor registered under section 203 of the
--
Investment Advisers Act
(f) Employee Benefit Plan, Pension Fund which is subject to the
--
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see 240.13d-1 (b) (1) (ii) (F)
(g) Parent Holding Company, in accordance with 240.13d-1 (b) (ii) (G)
--
(Note: See Item 7)
(h) Group, in accordance with 240.13d1 - (b) (1) (ii) (H)
--
Page 5 of 9
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ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: Reporting Persons directly or indirectly
-------------------------
beneficially own 3,020,231 shares of Common Stock. TCM's beneficial
ownership is direct and MTT's beneficial ownership is indirect as a
result of being a majority shareholder of TCM.
(b) Percent of Class: 4.5%
----------------
(c) Number of shares as to which such person has:
--------------------------------------------
(I) Sole power to vote:
TCM and MTT have the sole power to vote -0- shares.
(ii) Shared power to vote:
TCM and MTT share the power to vote 1,455,600 shares. No other
person has the power to vote such shares.
TCM and MTT have no power to vote 1,564,631 shares.
(iii)/(iv) Sole/shared power to dispose:
TCM and MTT share with each other the power to dispose all
3,020,231 shares for which they have beneficial ownership. Thus,
neither has the sole power to dispose of any shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ X ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
Page 6 of 9
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issue of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 22, 1996
Tukman Capital Management, Inc.
/s/ MELVIN T. TUKMAN
____________________________________
By: Melvin T. Tukman
President
/s/ MELVIN T. TUKMAN
____________________________________
Melvin T. Tukman
Page 7 of 9
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EXHIBIT
EXHIBIT A Statement With Respect To Joint Filing Of Schedule 13G
Page 8 of 9
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EXHIBIT A
STATEMENT WITH RESPECT TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that any statement of Schedule 13G to be filed
with the Securities and Exchange Commission by any of the undersigned, including
any amendment thereto, with respect to securities of GEICO Corporation may be
filed by any of the undersigned as a joint filing on behalf of all of the
undersigned.
January 22, 1996
Tukman Capital Management, Inc.
/s/ MELVIN T. TUKMAN
____________________________________
By: Melvin T. Tukman
President
/s/ MELVIN T. TUKMAN
____________________________________
Melvin T. Tukman
Page 9 of 9
