<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1 )*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. )*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 1)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
LILLY INDUSTRIES, INC.
(Name of Issuer)
Class A - Common Stock, No Par Value
(Title of Class of Securities)
532491107
(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)
SEPTEMBER 17, 1998
(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. 532491107 SCHEDULE 13D Page ___ of ___ Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company LLC ("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
1,236,035 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 vote certain shares as more fully set
forth herein.
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,294,825 shares held in accounts of TBC (as
hereinafter defined).
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,294,825 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)
5.69%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD IA & 00
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 4
- --------------------------- ---------------------------
CUSIP No. 532491107 SCHEDULE 13D 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
5,650 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 5,650 shares, except that the general
WITH: partners 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
5,650 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 5
- --------------------------- ---------------------------
CUSIP No. 532491107 SCHEDULE 13D 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
14,100 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 14,100 shares, except that the general
WITH: partners 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
14,100 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 6
PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 1 to a Statement on Schedule
13D originally filed by Tweedy, Browne Company LLC, a Delaware limited liability
company ("TBC"), and dated March 17, 1998 (the "TBC Statement"); (b) Amendment
No. 1 to a Statement on Schedule 13D originally filed by Vanderbilt Partners,
L.P., a Delaware limited partnership ("Vanderbilt"), and dated March 17, 1998
(the "Vanderbilt Statement"); and (c) a Statement on Schedule 13D filed by TBK
Partners, L.P., a Delaware limited partnership ("TBK") (collectively the
"Combined Statement Amendment ").
ITEM 1. SECURITY AND ISSUER
This Combined Statement Amendment relates to the Class A - Common Stock, no
par value (the "Common Stock"), of Lilly Industries, Inc. (the "Company"),
which, to the best knowledge of the persons filing this Combined Statement
Amendment is a company organized under the laws of Indiana with its principal
executive offices located at 733 South West Street, Indianapolis, IN 46225.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Combined Statement Amendment 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. 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 Combined Statement Amendment 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 Combined Statement Amendment 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 Vanderbilt are
Christopher H. Browne, William H. Browne and John D. Spears (the "General
Partners"). 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"). By reason of their positions as such, the members of TBC may be
deemed to control TBC and the general partners of TBK and Vanderbilt may be
deemed to control TBK 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.
<PAGE> 7
The present principal occupation of each of the General Partners is serving
as such for TBK and Vanderbilt. The present principal occupation of Thomas P.
Knapp is serving as a general partner in TBK. The present principal occupation
of the Members of TBC is serving as such. Holdings is wholly owned by Affiliated
Managers Group, Inc., a Boston-based holding company which makes equity
investments in investment management firms, in which management personnel retain
a significant interest in the profits of the business. The principal business
address of each of TBC, TBK and Vanderbilt is set forth above.
(d) None of TBC, TBK, Vanderbilt, Thomas P. Knapp, nor any General Partner
or Member 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
or Member 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 TBK and Vanderbilt is a Delaware limited partnership. TBC is a
Delaware limited liability company. Each of the General Partners, Members and
Thomas P. Knapp is a citizen of the United States of America, with the exception
of Holdings, which is a Delaware corporation.
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 1,294,825 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
$21,694,717.
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 US
Clearing. 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 US Clearing. 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 Chase Manhattan 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 5,650 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 $99,831.
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
Chase Manhattan Bank. As of the date hereof, TBK has a loan outstanding with
Chase Manhattan Bank in the amount of $20,000. Borrowings made by TBK pursuant
to that understanding bear interest at the brokers' call rate in effect from
time to time at Chase Manhattan Bank. TBK's funds may also include funds
borrowed pursuant to a Line of Credit Agreement between TBK and Boston Safe
Deposit and Trust Company. Pursuant to the Line of Credit Agreement, TBK may
<PAGE> 8
borrow up to $15,000,000 at the brokers' call rate charged from time to time by
Boston Safe Deposit & Trust Company. Borrowings made by TBK pursuant to its
understandings with Chase Manhattan Bank and the Line of Credit Agreement with
Boston Safe Deposit and Trust Company are secured by securities owned by TBK;
such borrowings are not secured by any TBK Shares. No borrowings from Chase
Manhattan Bank or Boston Safe Deposit and Trust Company 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.
As of the date hereof, Vanderbilt beneficially owns directly 14,100 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 $184,387.
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 funds may include funds borrowed pursuant to a Line of Credit
Agreement between Vanderbilt and Boston Safe Deposit and Trust Company. Pursuant
to the Line of Credit Agreement, Vanderbilt may borrow up to $2,000,000 at the
brokers' call rate charged from time to time by Boston Safe Deposit & Trust
Company. Borrowings made by Vanderbilt pursuant to the Line of Credit Agreement
with Boston Safe Deposit and Trust Company are secured by securities owned by
Vanderbilt; such borrowings are not secured by any Vanderbilt Shares. No
borrowings from Boston Safe Deposit and Trust Company 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 1,294,825 shares of Common Stock, which constitutes
approximately 5.69% of the 22,757,000 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 5,650 shares of
Common Stock, which constitutes approximately 0.02% of the 22,757,000 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 14,100 shares
of Common Stock, which constitutes approximately 0.06% of the 22,757,000 shares
of Common Stock which Vanderbilt believes to be the total number of shares of
Common Stock outstanding.
<PAGE> 9
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 1,314,575
shares, which constitutes approximately 5.78% of the 22,757,000 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 1,314,575 shares, which constitutes approximately 5.78%
of the 22,757,000 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 5,650 shares of Common Stock which constitutes approximately 0.02% of the
22,757,000 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 1,294,825 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 1,236,035 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 1,236,035 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> 10
(c) No transactions in Common Stock were effected by Vanderbilt during the
sixty-day period ended as of the date hereof. Information with respect to all
transactions in Common Stock effected by TBC and TBK during the sixty-day period
ended as of the date hereof, is set forth below:
NO OF SHARES PRICE
TBC ACCOUNTS PURCHASED SOLD PER SHARE
07/28/98 130 $ 21 1/16
07/30/98 3,200 $ 21
08/06/98 300 $ 18 5/8
08/17/98 195 $ 19 13/16
08/28/98 10,000 $ 18.137500
09/15/98 5,000 $ 17 9/16
09/17/98 350 $ 17.3625
TBK:
09/16/98 2,500 $ 17 7/8
09/17/98 3,150 $ 17.3625
(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.
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 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 Combined
Statement Amendment (which includes the Exhibit annexed hereto) is true,
complete and correct.
TWEEDY, BROWNE COMPANY LLC
By /s/ Christopher H. Browne
----------------------------
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By /s/ Christopher H. Browne
---------------------------
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne
---------------------------
Christopher H. Browne
General Partner
Dated: September 24, 1998
