<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 3)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 3)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
NATIONAL EDUCATION CORPORATION
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
635771108
(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)
April 15, 1996
(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
CUSIP No. 635771108 Page ______ of ______ 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*
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 1,356,630 shares held in certain TBC Accounts
NUMBER OF (as hereinafter defined). Additionally, certain of the
general partners of TBC may be deemed to have sole power
SHARES to vote certain shares as more fully set forth herein.
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0 shares
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
0 shares, except that certain of the general partners
PERSON of TBC may be deemed to have sole power to dispose of
certain shares as more fully set forth herein.
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
1,408,117 shares held in accounts of TBC
(as hereinafter defined).
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,408,117 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.23%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
BD, IA & PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 4
SCHEDULE 13D
CUSIP No. 635771108 Page ______ of ______ Pages
________________________________________________________________________________
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 59,500 share, except that the
NUMBER OF general partners in TBK, solely by reason of their
positions, as such, may be deemed to have shared power
SHARES to vote these shares.
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0 shares
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
59,50O shares, except that the general partners,
PERSON solely by reason of their positions as such, may be
deemed to have shared power to vote these shares.
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
0 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,500 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.18%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 5
SCHEDULE 13D
CUSIP No. 635771108 Page ______ of ______ Pages
________________________________________________________________________________
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*
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 31,700 shares, except that the
NUMBER OF general partners in Vanderbilt, solely by reason of
their positions as such, may be deemed to have shared
SHARES power to vote these shares.
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0 shares
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
31,700 shares, except that the general partners in
PERSON Vanderbilt, solely by reason of their positions as
such, may be deemed to have shared power to vote
WITH theses shares.
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
0 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,700 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 6
PRELIMINARY NOTE
The persons filing this Amendment No. 3 are (i) Tweedy, Browne Company L.P.
("TBC"), a Delaware limited partnership, (ii) TBK Partners, L.P. ("TBK"), a
Delaware limited partnership and (iii) Vanderbilt Partners, L.P.
("Vanderbilt"), a Delaware limited partnership. This Amendment No. 3 amends a
Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated January 19,
1994 (the "Statement"). The filing of this Amendment No. 3 should not be
deemed an admission that TBC, TBK 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").
This Amendment No. 3 relates to the Common Stock, $0.01 par value (the
"Common Stock"), of National Education Corporation (the "Company"), which,
to the best knowledge of the persons filing this Amendment No. 3, is a company
organized under the laws of Delaware, with its principal executive offices
located at 18400 Von Karman Avenue, Irvine, CA 92715-1594.
This Amendment No. 3 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.
This Amendment No. 3 is being filed because the filing persons are no
longer subject to the reporting requirements of Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Act") as a result of the disposition of
their respective shares of Common Stock in open market transactions.
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, 3, 4, 6 and 7 of the Statement, as amended. Accordingly,
those Items are omitted from this Amendment No. 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the disposition of 1,131,695 shares of Common Stock in
open market transactions, as of the date hereof, TBC may be deemed to be the
beneficial owner of an aggregate of 1,408,117 shares of Common Stock, which
constitutes approximately 4.23% of the 33,288,192 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 a result of the disposition of 175,000 shares of Common Stock in open
market transactions, as of the date hereof, TBK beneficially owns directly
59,500 shares of Common Stock, which constitutes approximately 0.18% of the
33,288,192 shares of Common Stock which TBK believes to be the total number of
shares of Common Stock outstanding.
As a result of the disposition of 50,000 shares of Common Stock in open
market transactions, as of the date hereof, Vanderbilt beneficially owns
directly 31,700 shares of Common Stock, which constitutes approximately 0.09% of
the 33,288,192 shares of Common Stock which Vanderbilt believes to be the total
number of shares of Common Stock outstanding.
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 1,499,317
shares, which constitutes approximately 4.50% of the 33,288,192 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 may be deemed to be the beneficial owner
by reason of his being a general partner of TBC, TBK and Vanderbilt,
respectively, is 1,499,317 shares, which constitutes approximately 4.50% of the
33,288,192 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
<PAGE> 7
of his being a general partner of TBK is 59,500 shares of Common Stock which
constitutes approximately 0.18% of the 33,288,192 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, 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 hereof,
beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 1,408,117 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 1,356,630 shares of Common Stock
held in certain TBC Accounts.
Each of the General Partners 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 1,356,630 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.
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, TBK and
Vanderbilt have sold shares of Common Stock in open market transactions as
follows:
<TABLE>
<CAPTION>
TBC ACCOUNTS NO OF SHARES PRICE PER SHARE
SOLD
<S> <C> <C>
03/13/96 335 $10 5/8
03/28/96 1,365 $10 5/8
03/29/96 30,000 $11 1/2
04/02/96 63,000 $12.40079
04/03/96 155,000 $12.875
04/04/96 158,000 $12 5/8
04/09/96 32,700 $12.73585
04/10/96 68,400 $12.9909
04/15/96 617,000 $12 5/8
TBK
04/04/96 125,000 $12 5/8
04/15/96 50,000 $12 5/8
VANDERBILT
04/04/96 25,000 $12 5/8
04/15/96 25,000 $12 5/8
</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 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.
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) TBC, TBK and Vanderbilt ceased to be the beneficial owner of more than
5% of Common Stock on April 15, 1996.
SIGNATURE
Each of Tweedy, Browne Company L.P., 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 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
VANDERBILT PARTNERS, L.P.
By
---------------------------
Christopher H. Browne
General Partner
Dated: April 16, 1996
