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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.4)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 4)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 4)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
DUPLEX PRODUCTS INC.
(Name of Issuer)
Common Stock, Par Value $1.00 per Share
(Title of Class of Securities)
266093103
(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 22, 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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CUSIP No. 266093103 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 L.P. ("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*
00
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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 581,701 shares held in certain TBC accounts
(as hereinafter defined). Additionally, certain of
NUMBER OF the general partners of TBC may be deemed to have sole
power to vote certain shares as more fully set forth
SHARES herein.
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0 shares
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EACH 9. SOLE DISPOSITIVE POWER
0 shares, except that certain of the general partners
REPORTING of TBC may be deemed to have sole power to dispose of
certain shares as more fully set forth herein.
PERSON ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
671,358 shares held in accounts of TBC (as hereinafter
defined).
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,358 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.90%
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14. TYPE OF REPORTING PERSON*
BD, IA & PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 266093103 Page of Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P. ("TBK")
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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*
WC and BK
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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 20,000 shares, 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.
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0 shares
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EACH 9. SOLE DISPOSITIVE POWER
20,000 shares, except that the general partners,
REPORTING solely by reason of their positions as such, may be
deemed to have shared power to vote these shares.
PERSON ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27%
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14. TYPE OF REPORTING PERSON*
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 266093103 Page of Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P. ("Vanderbilt")
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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*
WC and BK
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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 12,300 shares, except that the
NUMBER OF general partners in Vanderbilt, solely by reason
of their positions as such, may be deemed to have
SHARES shared power to vote these shares.
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0 shares
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EACH 9. SOLE DISPOSITIVE POWER 12,300 shares, except that the
general partners in Vanderbilt, solely by reason of
REPORTING their positions as such, may be deemed to have shared
power to vote these shares.
PERSON ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,300 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16%
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14. TYPE OF REPORTING PERSON*
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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PRELIMINARY NOTE
The persons filing this Amendment No. 4 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. 4 amends a Statement on
Schedule 13D filed by TBC, TBK and Vanderbilt dated December 21, 1993 (the
"Statement"). The filing of this Amendment No. 4 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. 4 relates to the Common Stock, $1.00 par value (the
"Common Stock"), of Duplex Products Inc. (the "Company"), which, to the best
knowledge of the persons filing this Amendment No. 4, is a company organized
under the laws of Delaware, with its principal executive offices located at 1947
Bethany Road, Sycamore, Illinois 60178.
This Amendment No. 4 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, 3, 6 and 7 of the Statement, as amended. Accordingly,
those Irems are omitted from this Amendment No. 4.
ITEM 4. PURPOSE OF TRANSACTION
Each of TBC, TBK and Vanderbilt has acquired the shares of Common Stock
owned by it for investment purposes and for none of the reasons enumerated in
Item 4 of Schedule 13D, except that TBC, TBK and Vanderbilt may dispose of all
or some of the TBC Shares, the TBK Shares and the Vanderbilt Shares,
respectively, or may acquire additional shares of Common Stock from time to
time, depending upon price and market conditions, evaluation of alternative
investments, and other factors. In a letter, dated April 21, 1996, to The
Reynolds and Reynolds Company ("Reynolds"), each of TBC, TBK and Vanderbilt
indicated their current intent to tender the TBC Shares, the TBK Shares and the
Vanderbilt Shares, respectively, pursuant to the offer by Delaware Acquisition
Co., a wholly owned subsidiary of Reynolds, to purchase all outstanding shares
of the Company's Common Stock at $12 per share. A copy of such letter is
attached as Exhibit 99.2, and is incorporated by reference herein.
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 671,358 shares of Common Stock, which constitutes approximately
8.90% of the 7,543,278 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 20,000 shares of
Common Stock, which constitutes approximately 0.27% of the 7,543,278 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 12,300 shares
of Common Stock, which constitutes approximately 0.16% of the 7,543,278 shares
of Common Stock which Vanderbilt believes to be the total number of shares of
Common Stock outstanding.
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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 703,658
shares, which constitutes approximately 9.33% of the 7,543,278 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 deemd to be the beneficial owner by
reason of his being a general partner of TBC, TBK and Vanderbilt, respectively,
is 703,658 shares, which constitutes approximately 9.33% of the 7,543,278 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 of his being a general partner of TBK is 20,000
shares of Common Stock which constitutes approximately 0.27% of the 7,543,278
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 671,358 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 581,701 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 581,701 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) No transactions in Common Stock were effected by TBC, TBK or Vanderbilt
during the sixty-day period ended as of the date hereof.
(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.
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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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise described herein, none of TBC, TBK or Vanderbilt, nor,
to the best knowledge of TBC, TBK or Vanderbilt, any other person named in Item
2 hereof, has any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 99.2 -- Conformed copy of letter, dated April 21, 1996, to The
Reynolds and Reynolds Company.
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
---------------
John D. Spears
General Partner
TBK PARTNERS, L.P.
By
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John D. Spears
General Partner
VANDERBILT PARTNERS, L.P.
By
---------------
John D. Spears
General Partner
Dated: April 22, 1996
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EXHIBIT 99.1
AGREEMENT dated as of April 22, 1996 among Tweedy, Browne Company L.P., a
Delaware limited partnership ("TBC"), TBK Partners, L.P., a Delaware limited
partnership ("TBK"), and Vanderbilt Partners L.P., a Delaware limited
partnership ("Vanderbilt").
WITNESSETH:
WHEREAS, TBC, TBK and Vanderbilt may be deemed to have acquired, in the
aggregate, beneficial ownership of more than five percent of the Common Stock
(the "Common Stock") of Duplex Products Inc. (the "Company") and
WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange Act of 1934
(the "Act"), a Statement on Schedule 13D must be filed by any person who
acquires more than five percent of registered equity securities; and
WHEREAS, in accordance with Rule 13d-1(f) of the Act, only one such
Statement need be filed whenever two or more persons are required to file such a
Statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement is
filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
TBC, TBK and Vanderbilt do hereby agree, in accordance with Rule 13d-1(f)
under the Act, to file one Statement on Schedule 13D relating to their ownership
of the Common Stock, and do hereby further agree that said Statement shall be
filed on behalf of each of TBC, TBK and Vanderbilt. Nothing herein, however,
shall be, or shall be deemed to be, an admission that the parties hereto, or any
of them, are members of a "group" (within the meaning of Section 13(d) of the
Act and the rules and regulations promulgated thereunder) with respect to any
securities of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TWEEDY, BROWNE COMPANY L.P. VANDERBILT PARTNERS, L.P.
By By
--------------- ---------------
John D. Spears John D. Spears
General Partner General Partner
TBK PARTNERS, L.P.
By
---------------
John D. Spears
General Partner
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EXHIBIT 99.2
[TYPED ON TWEEDY, BROWNE COMPANY L.P. LETTERHEAD]
April 21, 1996
The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
Re: DUPLEX PRODUCTS, INC.
Dear Sir or Madam:
Tweedy, Browne Company L.P. ("TBC") is registered as an investment adviser
with the the Securities and Exchange Commission, and as such, has investment
discretion and/or voting discretion over 671,758 shares of Common Stock, par
value $1.00 per share (the "Common Stock") of Duplex Products, Inc. (the
"Company"). Such shares (the "TBC Shares") are beneficially owned by various
client accounts, and TBC has investment discretion with respect to all of the
TBC Shares and has voting authority with respect to 581,701 TBC Shares.
In addition, two affiliated investment partnerships, Vanderbilt Partners,
L.P. ("Vanderbilt") and TBK Partners, L.P. ("TBK") own shares of Common Stock.
Each of the general partners of each of Vanderbilt and TBK (three of whom are
also general partners of TBC) have investment and voting discretion with respect
to the shares of Common Stock owned by Vanderbilt and TBK. Vanderbilt
beneficially owns directly 12,300 shares of Common Stock (the "Vanderbilt
Shares") and TBK beneficially owns directly 20,000 shares of Common Stock (the
"TBK Shares").
It is the current intention of each of TBC, TBK and Vanderbilt to tender
the TBC Shares, the TBK Shares and the Vanderbilt Shares, respectively, for $12
per share in the merger transaction described in our discussion with the Company
held on April 18, 1996. We believe that an all cash bid of $12 per share is an
attractive price for the Company's Common Stock in the current environment, and
we intend to support the proposed merger. However, we reserve the right to
accept a higher bid offered at any time by other parties.
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Letter to The Reynolds and Reynolds Company
April 21, 1996
Page Two
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Each of TBC, TBK and Vanderbilt hereby agrees to permit you to disclose to
others the information set forth above.
Very truly yours,
TWEEDY, BROWNE COMPANY L.P.
By:
---------------
John D. Spears
General Partner
TBK PARTNERS, L.P.
By:
---------------
John D. Spears
General Partner
VANDERBILT PARTNERS, L.P.
By:
---------------
John D. Spears
General Partner
