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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.2)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 2)*
of
TBK Partners, L.P.
Under the Securities Exchange Act of 1934
ESPEY MFG. AND ELECTRONICS CORPORATION
(Name of Issuer)
Common Stock, Par Value $0.33 1/3 per Share
(Title of Class of Securities)
296650104
(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)
October 25, 1995
(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. 269650104 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 61,370 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
SHARES forth herein.
BENEFICIALLY ---------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY 0 shares
EACH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER 0 shares, except that certain
REPORTING of the general partners of TBC may be deemed to have
sole power to dispose of certain shares as more fully
PERSON set forth herein.
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
75,300 shares held in accounts of TBC (as
hereinafter defined.)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,300 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.42%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, IA AND PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 269650104 Page __ of __ Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners ("TBK")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
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 100 shares, except that certain of
the general partners of TBK, solely by reason of
NUMBER OF their positions as such, may be deemed to have shared
power to vote these shares.
SHARES
---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares
EACH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER 100 shares, except that
REPORTING certain of the general partners of TBK, solely by
reason of their positions as such, may be deemed to
PERSON have shared power to vote these shares.
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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PRELIMINARY NOTE
This Amendment is being filed because the filing persons may be deemed
to be members of a group comprised of Tweedy, Browne Company L.P. ("TBC") and
TBK Partners, L. P. ("TBK"), which group may be deemed to be the beneficial
owner in the aggregate of in excess of 5% of the Common Stock of Espey Mfg. and
Electronics Corporation and is prompted by an examination on October 25, 1995 of
the Issuer's report on Form 10-Q for the quarter ended June 30, 1995. However,
the filing of this Amendment 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").
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations, each of TBC and TBK hereby amend their respective Statements on
Schedule 13D, relating to the Common Stock of Espey Mfg. and Electronics
Corporation. TBC and TBK filed a Statement on Schedule 13D, dated as of March
14, 1995, which was amended by TBC and TBK on March 24, 1995. Pursuant to Item
101(a)(2)(ii) of Regulation S-T, this Amendment also includes an amended and
restated composite of all paper filings to date made by TBC and TBK,
respectively, on Schedule 13D with respect to Espey Mfg. and Electronics
Corporation.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $0.33 1/3 par value (the
"Common Stock"), of Espey Mfg. and Electronics Corporation (the "Company"),
which, to the best knowledge of the persons filing this Schedule 13D, is a
company organized under the laws of New York, with its principal executive
offices located at Congress and Ballston Avenues, Saratoga Springs, New York
12866.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Schedule 13D are (i) Tweedy, Browne Company
L.P. ("TBC"), a Delaware limited partnership, and (ii) TBK Partners, L.P.
("TBK"), a Delaware limited partnership. Annexed as Exhibit 99.1, which is
incorporated by reference herein, is an agreement between TBC and TBK that this
Schedule 13D is filed on behalf of each of them. The filing of this Schedule 13D
should not be deemed an admission that TBC and TBK comprise a group within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
This Schedule 13D 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 accounts TBC has
investment discretion (the "TBC Accounts"), and with respect to some of which it
has obtained sole or shared voting power.
The general partners of TBK are Christopher H. Browne, William H.
Browne, Thomas P. Knapp and John D. Spears. The general partners of TBC are
Christopher H. Browne, William H. Browne and John D. Spears (the "General
Partners"). By reason of their positions as such, the general partners of TBK
may be deemed to control TBK and the general partners of TBC may be deemed to
control TBC, respectively.
(b) The business address of each of TBC, TBK, the General Partners
and Thomas P. Knapp is 52 Vanderbilt Avenue, New York, New York 10017.
(c) TBC is engaged primarily in the business of a securities broker
and dealer and investment adviser, is registered as a broker-dealer and
investment adviser with the Securities and Exchange Commission, and is a member
of the National Association of Securities Dealers, Inc.
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TBK is a private investment partnership and is currently, and at all
relevant times was, engaged primarily in the business of investing in securities
for its own account.
The present principal occupation of each of the General Partners is
serving as such for TBC and TBK. The present principal occupation of Thomas P.
Knapp is serving as a general partner in TBK. The principal business address of
each of TBC and TBK is set forth above.
(d) None of TBC, TBK, Thomas P. Knapp, nor any General Partner has,
during the last five years, been convicted in any criminal proceeding (excluding
traffic violations and similar misdemeanors).
(e) None of TBC, TBK, Thomas P. Knapp, nor any General Partner has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding it
or he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect thereto.
(f) Each of TBC and TBK is a Delaware limited partnership. Each of
the General Partners and Thomas P. Knapp is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the number of shares with respect to which TBC
may be deemed to be the beneficial owner is 75,300 shares of Common Stock (the
"TBC Shares"), all of which shares were purchased in open market transactions.
The aggregate cost of the TBC Shares, including brokerage commissions, was
$919,839.
The TBC Shares are held in the TBC Accounts, the funds therefor coming
from the funds on hand in each individual managed account and in certain
instances from standard margin account borrowings from brokerage accounts
maintained at Fleet Clearing Corporation. It is expected that funds used by the
TBC Accounts to purchase additional shares of Common Stock, if additional shares
are purchased by the TBC Accounts (see Item 4 hereof), will come from the funds
on hand for each individual managed account, which funds on hand at any time and
from time to time may include, among others, funds borrowed pursuant to margin
accounts maintained at Fleet Clearing Corporation. Borrowings made by certain
TBC Accounts pursuant to such margin accounts are secured by margin securities
owned by the respective accounts, including some of the TBC Shares. Interest on
outstanding borrowings under such margin accounts ranges from 1/2% to 2% over
the brokers' call rate in effect from time to time at Chemical Bank, New York,
New York, depending upon the amount of outstanding borrowings at any given time.
As of the date hereof, TBK beneficially owns directly 100 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. (TBK and certain of the general partners in TBK, who are
also general partners of TBC may also be deemed to be the indirect beneficial
owners of certain other shares of Common Stock, as set forth in Item 5 hereof.)
The aggregate cost of the TBK Shares, including brokerage commissions, was
$1,218.
It is expected that funds used by TBK to purchase additional shares of
Common Stock, if additional shares are purchased by TBK (see Item 4 hereof),
will come from TBK's general funds, which include cash and cash equivalents on
hand and in banks.
TBK's general funds have included, and it is expected that they will
from time to time include, funds borrowed by it pursuant to an understanding
with Chemical Bank. As of the date hereof, TBK has a loan outstanding with
Chemical Bank in the amount of $20,000.00. Borrowings made by TBK pursuant to
that
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understanding bear interest at the brokers' call rate in effect from time to
time at Chemical Bank. TBK's funds on hand have also included, and it is
expected that they will from time to time include, funds borrowed by it pursuant
to an understanding with The Bank of New York, New York, New York. Pursuant to
that understanding, TBK may borrow funds at the brokers' call rate charged from
time to time by The Bank of New York. As of the date hereof, TBK has a loan
outstanding with The Bank of New York in the amount of $10,000.00. Borrowings
made by TBK pursuant to its understandings with Chemical Bank and The Bank of
New York are secured by securities owned by TBK; such borrowings are not secured
by any TBK Shares. No borrowings from Chemical Bank or The Bank of New York were
made for the purpose of acquiring the TBK Shares. TBK reserves the right to
include all or any of the shares of Common Stock owned by it at any time or from
time to time, among the securities that serve as collateral for such borrowings,
subject to compliance with any applicable statutes and regulations.
ITEM 4. PURPOSE OF TRANSACTION
Each of TBC and TBK 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 and TBK may dispose of all or some of the TBC
Shares and the TBK 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. Currently, TBC and TBK
intend to acquire additional shares of Common Stock in the open market,
depending upon the price of the Common Stock from time to time.
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 75,300 shares of Common Stock, which constitutes
approximately 5.42% of the 1,388,741 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 100 shares of
Common Stock, which constitutes approximately 0.01% of the 1,388,741 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 75,400 shares, which constitutes
approximately 5.43% of the 1,388,741 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 and TBK, respectively, is
75,400 shares, which constitutes approximately 5.43% of the 1,388,741 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 100 shares
of Common Stock which constitutes approximately 0.01% of the 1,388,741 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.
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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, TBK, or any
other person named in Item 2 hereof, beneficially owns any shares of Common
Stock.
(b) TBC has investment discretion with respect to 75,300 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 61,370 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 61,370 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) During the sixty-day period ended as of the date hereof, there
have been no transactions in Common Stock effected by TBC or TBK.
(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.
(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 or TBK, nor, to the
best knowledge of TBC or TBK, 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)
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SIGNATURE
Each of Tweedy, Browne Company L.P. 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 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
Dated: January 17, 1996
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EXHIBIT 99.1
AGREEMENT dated as of January 17, 1996 between Tweedy, Browne Company
L.P., a Delaware limited partnership ("TBC") and TBK Partners, L.P., a Delaware
limited partnership ("TBK").
WITNESSETH:
WHEREAS, TBC and TBK may be deemed to have acquired, in the aggregate,
beneficial ownership of more than five percent of the Common Stock (the "Common
Stock") of Espey Mfg. and Electronics Corporation (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 and TBK 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 and TBK. 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.
By
--------------------------------
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By
--------------------------------
Christopher H. Browne
General Partner
