SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3 )*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 2 )*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 3)*
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
350 Park Avenue
New York, New York 10022
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 17, 2000
(Date of Event which Required Filing of this Statement)
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>
<PAGE>
CUSIP No. 532491107
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Tweedy, Browne Company LLC ("TBC")
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
00
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(5) Check 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 1,459,124 shares held in certain TBC
accounts (as hereinafter defined).
Additionally, certain of the Members of
TBC may be deemed to have sole power to
vote certain shares as more fully set
forth herein.
Number of Shares -------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With: -------------------------------------------------------
(9) Sole Dispositive Power
0 shares, except that certain of the
members of TBC may be deemed to have
sole power to vote certain shares as more
fully set forth herein.
-------------------------------------------------------
(10) Shared Dispositive Power
1,510,353 shares held in accounts of TBC
(as hereinafter defined).
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,510,353 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [x]
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(13) Percent of Class Represented by Amount in Row (11)
6.61%
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(14) Type of Reporting Person (See Instructions)
BD, IA & 00
<PAGE>
CUSIP No. 532491107
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
TBK Partners, L.P. ("TBK")
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ x]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC and BK
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(5) Check 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
85,650 shares, except that the
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 -----------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With: -----------------------------------------------------
(9) Sole Dispositive Power
85,650 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.
-----------------------------------------------------
(10) Shared Dispositive Power
0 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
85,650 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11)
0.37%
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(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No. 532491107
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Vanderbilt Partners, L.P. ("Vanderbilt")
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC and BK
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(5) Check 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
0 shares
Number of Shares ------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by each 0 shares
Reporting Person ------------------------------------------------------
With: (9) Sole Dispositive Power
0 shares
-------------------------------------------------------
(10) Shared Dispositive Power
0 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.0%
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(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 3 to a Statement on
Schedule 13D originally filed by Tweedy, Browne Company LLC ("TBC"), a
Delaware limited liability company and dated March 17, 1998 (The "TBC
Statement"); (b) Amendment No. 3 to a Statement on Schedule 13D originally
filed by Vanderbilt Partners, L.P., ("Vanderbilt"), a Delaware limited
partnership and dated March 17, 1998, (c) Amendment No. 2 to a Statement on
Schedule 13D filed by TBK Partners, L.P.("TBK"), a Delaware limited
partnership and dated September 24, 1998. (collectively the "Joint Amendment
No. 2"). The filing of this Joint Amendment No. 2 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").
This Joint Amendment No. 2 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 Joint Amendment No. 2, is a
company organized under the laws of Delaware, with its principal executive
offices located at 733 South West Street, Indianapolis, Indiana 46225.
This Joint Amendment No. 2 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 investment discretion and sole or shared voting power (the "TBC
Accounts").
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 1,3,4,6 and 7 of the Statement, as amended. Accordingly,
those Items are omitted from this Joint Amendment No. 2.
ITEM 2. IDENTITY AND BACKGROUND
Other than as set forth herein, to the best knowledge of TBC, TBK and
Vanderbilt, there has been no material change in the information set forth in
Item 2 of the Statement, as amended.
(a) The general partners of TBK are Christopher H. Browne, William H.
Browne and John D. Spears (the "TBK General Partners"). The general partners
of Vanderbilt are Christopher H. Browne, William H. Browne and John D. Spears
(the "Vanderbilt General Partners"). The members of TBC are Christopher H.
Browne, William H. Browne, John D. Spears, Thomas H. Shrager, Robert Q.
Wyckoff, Jr. and AMG/TBC Holdings, Inc. ("Holdings") (the "TBC Members").
(b) The business address of each of TBC, TBK, Vanderbilt, the TBC
Members (except Holdings),the TBK General Partners and the Vanderbilt General
Partners is 350 Park Avenue, New York, NY 10022. The business address of
Holdings is Two International Place, 23rd Floor, Boston, MA 02110.
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 1,510,353 shares of Common Stock, which constitutes
approximately 6.61% of the 22,844,053 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 85,650 shares
of Common Stock, which constitutes approximately 0.37% of the 22,844,053
shares of Common Stock which TBK believes to be the total number of
shares of Common Stock outstanding.
As a result of the disposition of 14,100 shares of Common Stock in open
market transactions, Vanderbilt does not beneficially own directly any of the
shares of Common Stock.
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 1,596,003 shares, which constitutes approximately 6.98% of the
22,844,053 shares of Common Stock, which the filing persons believe to be the
total number of shares of Common Stock outstanding. 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 of TBC who are also TBK General Partners
and Vanderbilt General Partners, may be deemed to be the beneficial owner by
reason of their being a Member of TBC and a general partner in TBK and
Vanderbilt, respectively, is 1,596,003 shares, which constitutes approximately
6.98% of the 22,844,053 shares of Common Stock outstanding. However, nothing
contained herein shall be construed as an admission that any of the TBK
General Partners or the Vanderbilt General Partners 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.
Each of Thomas H. Shrager, Robert Q. Wyckoff, Jr. and Holdings, by
reason of its position as a TBC member, may be deemed to be the beneficial
owner of 1,510,353 shares of Common Stock, which constitutes approximately
6.61% of the 22,844,053 shares of Common Stock outstanding. However, nothing
contained herein shall be construed as an admission that any of the TBC
Members 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 TBC Member.
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 of the Statement, beneficially owns any shares of Common
Stock.
(b) TBC has investment discretion with respect to 1,510,353 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 1,459,124 shares of Common
Stock held in certain TBC Accounts.
Each of the TBC Members, 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 1,459,124 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 TBK General Partners,
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 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
Vanderbilt General Partners, 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) Transactions in Common Stock effected by TBC, TBK and Vanderbilt
during the sixty-day period ended as of the date hereof are set forth below:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 10/06/00 515 $29 7/8
10/17/00 58,400 $30.1487
10/18/00 26,820 $29.912000
10/20/00 32,000 $30.0598
10/24/00 30,000 $29.885200
Vanderbilt: 10/17/00 14,100 $30.1487
</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 TBK General
Partners 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 Vanderbilt General Partners may be deemed to have such rights and powers
solely by reason of being general partners in Vanderbilt.
(e) Vanderbilt ceased to be the beneficial owner of more than5% of
the Common Stock on October 17, 2000.
SIGNATURE
Each of Tweedy, Browne Company LLC ("TBC") TBK Partners, L.P.
("TBK")and Vanderbilt Partners, L.P. ("Vanderbilt") after reasonable inquiry
and to the best of its knowledge and belief, hereby certifies that the
information set forth in this Joint Amendment No. 2 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: October 31, 2000
