<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)*
OF
TWEEDY, BROWNE COMPANY LLC
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SCHEDULE 13D
(AMENDMENT NO. 3)*
OF
TBK PARTNERS, L.P.
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SCHEDULE 13D
(AMENDMENT NO. 3)*
OF
VANDERBILT PARTNERS, L.P.
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
J.W. MAYS, INC.
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(Name of Issuer)
COMMON STOCK, Par Value $1.00 per Share
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(Title of Class of Securities)
578473100
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(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
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(Name, address and telephone number of persons
authorized to receive notices and communications)
December 9, 1997
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(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
- --------------------------- ---------------------------
CUSIP No. 578473100 SCHEDULE 13D Page 3 of 10 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
1,500 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 1,500 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
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500 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)
0.07%
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14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
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CUSIP No. 578473100 SCHEDULE 13D Page 4 of 10 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
85,700 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
104,700 shares held in accounts of TBC (as
hereinafter defined).
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,700 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)
4.90%
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14. TYPE OF REPORTING PERSON*
BD, IA & 00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
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CUSIP No. 578473100 SCHEDULE 13D Page 5 of 10 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 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 20,000 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
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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)
0.94%
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14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
PRELIMINARY NOTE
The persons filing this Amendment No. 3 are( i) Tweedy, Browne Company
LLC ("TBC"), a Delaware limited liability company, (ii) TBK Partners, L.P.
("TBK"), a Delaware limited partnership and (iii) Vanderbilt Partners, L.P.
("Vanderbilt"), a Delaware limited partnership. This Amendment No. 3 amends a
Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated July 5, 1995
(the "Statement"). The filing of this Amendment No. 3 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").
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.
This Amendment No. 3 relates to the Common Stock, $1.00 par value (the
"Common Stock"), of J.W. Mays, Inc. (the "Company"), which, to the best
knowledge of the persons filing this Amendment No. 3, is a company organized
under the laws of Delaware, with its principal executive offices located at 9
Bond Street, Brooklyn, NY 11201.
This Amendment No. 3 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.
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 1,2,3,4,6 and 7 of the Statement, as amended. Accordingly,
those items are omitted from this Amendment No. 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial owner
of 104,700 shares of Common Stock in open market transactions, TBC may be deemed
to be the beneficial owner of an aggregate of 104,700 shares of Common Stock,
which constitutes approximately 4.90% of the 2,136,000 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.
As of the date hereof, TBK beneficially owns directly 20,000 shares of
Common Stock, which constitutes approximately 0.94% of the 2,136,000 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 1,500
shares of Common Stock, which constitutes approximately 0.07% of the 2,136,000
shares of Common Stock which Vanderbilt believes to be the total number of
shares of Common Stock outstanding.
<PAGE> 7
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
126,200 shares, which constitutes approximately 5.91% of the 2,136,000 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 each of the General Partners and Members may be deemed to be
the beneficial owner by reason of his being a general partner of TBK and
Vanderbilt, or a member of TBC is 126,200 shares, which constitutes
approximately 5.91% of the 2,136,000 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 0.94% of the 2,136,000 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 104,700 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 85,700 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 85,700 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
<PAGE> 8
(c) No transactions in Common Stock were effected by TBK or Vanderbilt
during the sixty-day period ended as of the date hereof. During the sixty-day
period ended as of the date hereof, TBC sold shares of the Common Stock in open
market transactions, as follows:
<TABLE>
<CAPTION>
REPORTING DATE NO OF SHARES PRICE
PERSON SOLD
<S> <C> <C> <C>
TBC Accounts 11/03/97 100 $ 10
11/04/97 900 $ 10 1/4
12/09/97 10,000 $ 9 7/8
</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.
(e) Not applicable.
<PAGE> 9
SIGNATURE
Each of Tweedy, Browne Company LLC, 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 is
true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By __________________________
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By __________________________
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By __________________________
Christopher H. Browne
General Partner
Dated: December 15, 1997
<PAGE> 10
[TWEEDYBROWNE COMPANY LLC LETTERHEAD]
December 15, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: J. W. Mays, Inc.
Amendment No. 3 to a Statement on Schedule 13D filed by
Tweedy, Browne Company LLC, TBK Partners, L.P.
and Vanderbilt Partners, L.P.
Dear Sirs:
Tweedy, Browne Company LLC ("TBC"), TBK Partners, L.P. ("TBK") and
Vanderbilt Partners, L.P. ("Vanderbilt") file with you herewith pursuant to
Section 13(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder one copy, of Amendment No. 3 to a Statement
on Schedule 13D (the "Amendment No. 3") relating to ownership by TBC, TBK and
Vanderbilt, respectively, of Common Stock of J. W. Mays, Inc. (the "Company").
A copy of the Amendment No. 3 has today been sent by certified mail to
the Company at its offices at 9 Bond Street, Brooklyn, New York 11202.
Very truly yours,
M. Gervase Rosenberger
