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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
AMERICAN INDEMNITY FINANCIAL CORPORATION
(Name of Issuer)
Common Stock,Par Value $3.33 1/3 PER SHARE
(Title of Class of Securities)
026759100
(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)
DECEMBER 2, 1997
(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. 026759100 SCHEDULE 13D 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*
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 184,506 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.
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10. SHARED DISPOSITIVE POWER
199,320 shares held in accounts of TBC (as
hereinafter defined).
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,320 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)
10.16%
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14. TYPE OF REPORTING PERSON*
BD, IA and 00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PRELIMINARY NOTE
The person filing this Amendment No. 5 is (i) Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company. This Amendment No. 5 amends a
Statement on Schedule 13D filed by TBC dated October 24, 1994 ( the
"Statement"). 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").
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. 5 relates to the Common Stock, no par value (the
"Common Stock"), of American Indemnity Financial 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 One American Indemnity Plaza, Galveston, Texas 77550.
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 sole
or shared voting power.
Other than as set forth below, to the best knowledge of TBC, 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. 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 199,320 shares of Common Stock, which constitutes approximately
10.16% of the 1,962,000 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.
Also included in the TBC Shares are 800 shares held in a certain TBC
Account, of which John D. Spears, a Managing Director of TBC may be deemed to
beneficially own directly.
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 199,320 shares, which constitutes approximately 10.16% of
the 1,962,000 shares of Common Stock, which the filing person believes 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 Members may be deemed to be the beneficial owner by reason
of his being a member of TBC, is 199,320 shares, which constitutes approximately
10.16% of the 1,962,000 shares of Common Stock outstanding.
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TBC disclaims beneficial ownership of Common Stock held by the other.
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
of the Statement, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 199,320 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 184,506 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 184,506 shares of Common Stock
held in certain TBC Accounts.
(c) During the sixty-day period ended as of the date hereof, TBC sold
shares of the Common Stock in open market transactions, as follows:
REPORTING NO. OF SHARES PRICE
PERSON DATE SOLD PER SHARE
TBC Accounts 11/26/97 2,000 $ 12 1/2
12/02/97 3,000 $ 12.625
(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) Not applicable.
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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 Statement is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By _________________________
Christopher H. Browne
Member
Dated: December 11, 1997
