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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5 )*
of
Tweedy, Browne Company LLC
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)
June 24, 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
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company LLC ("TBC")
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX 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
255 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 be
WITH: deemed to have sole power to dispose of certain shares
more fully set forth herein.
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10. SHARED DISPOSITIVE POWER
255 shares held in accounts of TBC (as hereinafter defined).
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.005%
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14. TYPE OF REPORTING PERSON*
BD, IA and OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PRELIMINARY NOTE
The person filing this Amendment No. 5 is Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company. This Amendment No. 5 amends a
Statement on Schedule 13D filed by TBC dated January 24, 1994 (the "Statement").
However, the filing of this Amendment No. 5 should not be deemed an admission
that TBC comprises 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. 5 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. 5, 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. 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 or shared voting power.
This Amendment No. 5 is being filed because the filing person is no
longer subject to the filing requirements of Section 13(d) of the Securities
Exchange Act of 1934, as a result of the disposition of its respective shares of
Common Stock in open market transactions.
Other than as set forth below, to the best knowledge of TBC,there has
been no material change in the information set 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. 5.
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 255 shares of Common Stock, which constitutes approximately
0.005% of the 4,449,000 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.
TBC 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 could be deemed to be the beneficial owner as of
the date hereof, is 255 shares, which constitutes approximately 0.005% of the
4,449,000 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 the Members may be deemed to be the beneficial owner by reason
of his being a member of TBC, is 255 shares, which constitutes approximately
0.005% of the 4,449,000 shares of Common Stock outstanding.
Except as described herein, to the best knowledge of TBC, no person who
may be deemed to comprise a group with any of TBC, or any other person named in
Item 2 hereof, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 255 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 255 shares of Common Stock held in
certain TBC Accounts.
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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 255 shares of Common Stock held
in certain TBC Accounts.
c) During the sixty-day period ended as of the date hereof, transactions
in Common Stock effected by TBC are set forth below:
NO OF SHARES PRICE
TBC ACCOUNTS SOLD PER SHARE
05/07/99 163,408 $ 1.875
05/10/99 6,500 $ 1.875
06/24/99 310 $ 3 1/16
(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.
(e) TBC ceased to be the beneficial owner of more than 5% of Common
Stock on June 24, 1999.
SIGNATURE
Tweedy, Browne Company LLC , after reasonable inquiry and to the best
of its knowledge and belief, hereby certifies that the information set forth in
this Amendment is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By /s/Christopher H. Browne
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Christopher H. Browne
Member
Dated: July 7, 1999
