<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 3)*
of
TBK Partners, L.P.
Under the Securities Exchange Act of 1934
DEVCON INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
251588109
(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 1, 1999
(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. 251588109 Page ___ of ___ Pages
- --------------------------------------------------------------------------------
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 350,739 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 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0 shares, except that certain of the members of TBC may
WITH be deemed to have sole power to dispose of certain shares
as more fully set forth herein.
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
379,303 shares held in accounts of TBC (as hereinafter
defined)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,303 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)
8.43%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD, IA and OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 251588109 Page 4 of 8 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
3,000 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 3,000 shares, except that certain of 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
3,000 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
PRELIMINARY NOTE
The persons filing this Amendment No. 3 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. 3 amends a Statement
on Schedule 13D filed by TBC and TBK dated January 24, 1994 ( the "Statement").
The filing of this Amendment No. 3 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. The members of TBC are
Christopher H. Browne, William H. Browne, John D. Spears, Thomas H. Shrager,
Robert Q. Wyckoff, Jr. and Holdings (the "Members").
This Amendment No. 3 relates to the Common Stock, $.01 par value (the
"Common Stock"), of Devcon International 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 at
1350 East Newport Centre Drive, Suite 201, Deerfield Beach, Florida 33443.
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.
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 1,2,3,4,6 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 of the date hereof, TBC may be deemed to be the beneficial
owner of an aggregate of 379,303 shares of Common Stock, which constitutes
approximately 8.43% of the 4,499,000 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 3,000 shares of
Common Stock, which constitutes approximately 0.07% of the 4,499,000 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 382,303 shares, which constitutes
approximately 8.50% of the 4,499,000 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 382,303 shares, which constitutes approximately 8.50% of the
4,499,000 shares of Common Stock outstanding. The aggregate number of shares and
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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
3,000 shares of Common Stock which constitutes approximately 0.07% of the
4,499,000 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 379,303 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 350,739 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 350,379 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 Vanderbilt
during the sixty-day period ended as of the date hereof. During the sixty-day
period ended as of the date hereof, transactions in Common Stock effected by TBC
are as follows:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
<S> <C> <C> <C>
TBC Accounts 02/09/99 2,500 $ 2 1/2
02/10/99 1,315 $ 2 1/2
02/11/99 120 $ 2 1/2
02/17/99 5,000 $ 2 5/16
02/19/99 1,465 $ 2 13/32
03/03/99 1,490 $ 2 7/16
03/10/99 2,000 $ 2 1/4
03/12/99 2,500 $ 2.062500
03/18/99 170 $ 2 1/16
03/26/99 5,390 $ 2
03/31/99 13,500 $ 1.62500
04/01/99 2,925 $ 1 5/8
</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.
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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.
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 Amendment No. 3 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
Dated: April 8, 1999
