<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. )*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. )*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
GREY ADVERTISING INC.
(Name of Issuer)
Common Stock, Par Value $1.00 PER SHARE
(Title of Class of Securities)
397838103
(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)
UPON EXAMINATION
ON MAY 29, 1997
OF THE ISSUER'S LATEST FILING ON 10Q
DATED AS OF MARCH 31, 1997
(Date of Event which Required Filing of this Statement)
<PAGE> 2
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).
<PAGE> 3
SCHEDULE 13D
CUSIP No. 397838103 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
49,841 shares held in certain TBC accounts (as
hereinafter defined). Additionally, certain of the
general partners 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 general
WITH partners of TBC may be deemed to have sole power to
dispose of certain shares as more fully set forth
herein.
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
58,064 shares held in accounts of TBC (as
hereinafter defined).
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,064 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)
6.46%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, IA & PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP No. 397838103 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
6,000 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 6,000 shares, except that the general partners
WITH 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
6,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.67%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP No. 397838103 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
1,200 shares, except that the general partners
in Vanderbilt, 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 1,200 shares, except that the general partners
WITH in Vanderbilt, 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
1,200 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.13%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
PRELIMINARY NOTE
This Statement on Schedule 13D is being filed because the filing persons
may be deemed to be members of a group comprised of Tweedy, Browne Company L.P.
("TBC"), TBK Partners, L.P. ("TBK") and Vanderbilt Partners, L.P.
("Vanderbilt"), which group may be deemed to be the beneficial owner in the
aggregate of in excess of 5% of the Common Stock of Grey Advertising, Inc.
However, the filing of this Schedule 13D 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").
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $1.00 par value (the
"Common Stock"), of Grey Advertising, Inc. (the "Company"), which, to the best
knowledge of the persons filing this Schedule 13D, is a company organized under
the laws of Delaware, with its principal executive offices located at 777 Third
Avenue, New York, NY 10017.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Schedule 13D 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. Annexed as Exhibit 99.1, which
is incorporated by reference herein, is an agreement among TBC, TBK and
Vanderbilt 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, TBK and
Vanderbilt 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 and Vanderbilt
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 and Vanderbilt may
be deemed to control TBC and Vanderbilt, respectively
(b) The business address of each of TBC, TBK, Vanderbilt and the
General Partners 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.
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.
Vanderbilt 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, TBK and Vanderbilt. The present principal occupation of
Thomas P. Knapp is serving as a general partner in TBK. The principal business
address of each of TBC, TBK and Vanderbilt is set forth above.
<PAGE> 7
(d) None of TBC, TBK, Vanderbilt, 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, Vanderbilt, 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, TBK and Vanderbilt 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 58,064 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
$9,828,535.
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 6,000 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. The aggregate cost of the TBK Shares, including brokerage
commissions, was $1,058,774.
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
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.
<PAGE> 8
As of the date hereof, Vanderbilt beneficially owns directly 1,200 shares
of Common Stock (the "Vanderbilt Shares"), all of which shares were purchased in
open market transactions hereof.) The aggregate cost of the Vanderbilt Shares,
including brokerage commissions, was $204,281.
It is expected that funds used by Vanderbilt to purchase additional
shares of Common Stock, if additional shares are purchased by Vanderbilt (see
Item 4 hereof), will come from Vanderbilt's general funds, which include cash
and cash equivalents on hand and in banks.
Vanderbilt'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. No borrowings from Chemical Bank were made by
Vanderbilt for the purpose of acquiring the Vanderbilt Shares. Vanderbilt
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, 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. Currently, TBC, TBK and Vanderbilt 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 58,064 shares of Common Stock, which constitutes
approximately 6.46% of the 898,909 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 6,000 shares of
Common Stock, which constitutes approximately 0.67% of the 898,909 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 1,200 shares
of Common Stock, which constitutes approximately 0.13% of the 898,909 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 65,264
shares, which constitutes approximately 7.26% of the 898,909 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.
Also included in the TBC Accounts are 200 shares held in the Tweedy,
Browne Company L.P. Profit Sharing Plan (the "TBC Plan"). The TBC Plan is an
employee benefit plan of which Christopher H. Browne and John D. Spears are
trustees. Messrs. Browne and Spears are general partners in TBC, TBK and
Vanderbilt.
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 65,464 shares, which constitutes approximately 7.28% of the
898,909 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
6,000 shares of Common Stock which constitutes approximately 0.67% of
<PAGE> 9
the 898,909 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 58,064 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 49,481 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 49,841 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, TBK and
Vanderbilt did not effect any transactions in Common Stock. During the sixty-day
period ended as of the date hereof, TBC purchased and sold shares of Common
Stock in open market transactions as follows:
<TABLE>
<CAPTION>
NO OF SHARES PRICE
TBC ACCOUNTS PURCHASED SOLD PER SHARE
<S> <C> <C> <C>
03/31/97 300 $269
04/03/97 50 $268
</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.
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.
<PAGE> 10
(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).
<PAGE> 11
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: May 29, 1997
<PAGE> 1
EXHIBIT 99.1
AGREEMENT dated as of May 29, 1997 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 Grey Advertising, 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
----------------------------- ----------------------------------
Christopher H. Browne Christopher H. Browne
General Partner General Partner
TBK PARTNERS, L.P.
By
-----------------------------
Christopher H. Browne
General Partner
