SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4 )*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 3 )*
of
TBK Partners, LLC
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)
November 9, 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
----------------------------------------------------------------------------
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Tweedy, Browne Company LLC ("TBC")
----------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
----------------------------------------------------------------------------
(3) SEC Use Only
----------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
00
----------------------------------------------------------------------------
(5) Check 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 1,225,840 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
1,250,218 shares held in accounts of TBC
(as hereinafter defined).
----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,218 shares
----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [x]
----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.48%
----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
BD, IA & 00
<PAGE>
CUSIP No. 532491107
----------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
TBK Partners, LLC (FKA TBK Partners, L.P.) ("TBK")
----------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ x]
----------------------------------------------------------------------------
(3) SEC Use Only
----------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC and BK
----------------------------------------------------------------------------
(5) Check 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
85,650 shares, except that the
the Members of TBC, solely by reason of
their being the manager of TBK,
may be deemed to 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
members of TBC, solely by reason
of their being the manager of
TBC 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
85,650 shares
----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.37%
----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
00
<PAGE>
PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 4 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"); and (b) Amendment No. 3 to a Statement on Schedule 13D filed by
TBK Partners, LLC (formerly known as TBK Partners, L.P. ("TBK"), a Delaware
limited liability company, (collectively the "Joint Amendment No. 3"). The
filing of this Joint Amendment No. 3 should not be deemed an admission that
TBC and TBK 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. 3 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 Amendment No. 3, is a company
organized under the laws of Delaware, with its principal executive offices
located at 200 West 103rd St., Indianapolis, IN 46290.
This Joint 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 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 and TBK,
there has been no material change in the information set forth in response to
Items 1,3,6 and 7 of the Statement, as amended. Accordingly, those Items are
omitted from this Joint Amendment No. 3.
ITEM 2. IDENTITY AND BACKGROUND
Other than as set forth herein, to the best knowledge of TBC and TBK,
there has been no material change in the information set forth in Item 2 of
the Statement, as amended.
(a) The managing member of TBK is TBC, the members of which are
Christopher H. Browne, William H. Browne and 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 and TBK, the TBC Members (except
Holdings), 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 1,250,218 shares of Common Stock, which constitutes
approximately 5.48% of the 22,800,000 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 85,650 shares
of Common Stock, which constitutes approximately 0.37% of the 22,800,000
shares of Common Stock which TBK believes to be the total number of
shares of Common Stock outstanding.
Each of TBC and TBK 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 and TBK
could be deemed to be the beneficial owner as of the date hereof, is 1,335,868
shares, which constitutes approximately 5.85% of the 22,800,000 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 which is the Manager of TBK, may
be deemed to be the beneficial owner by reason of their being a Member of TBC,
is 1,335,868 shares, which constitutes approximately 5.85% of the 22,800,000
shares of Common Stock outstanding. However, nothing contained herein shall
be construed as an admission that any of the Members of TBC, 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 TBC and TBK disclaims beneficial ownership of Common Stock
held by the other. Except as described herein, to the best knowledge of TBC
and TBK, no person who may be deemed to comprise a group with any of TBC and
TBK, or any other person named in Item 2 of the Statement, as amended,
beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 1,250,218 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 1,225,840 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 or to direct the
disposition of all of the shares of Common Stock held in the TBC Accounts;
(ii) shared power to vote or direct the vote of 1,225,840 shares of Common
Stock held in certain TBC Accounts and (iii) shared power to vote or direct
the vote of and to dispose or direct the disposition of the TBK Shares.
TBK has the sole power to vote or direct the voting of and dispose or
direct the disposition of the TBK Shares.
( c) No transactions were effected by TBK since October 31, 2000, the
date of the filing persons' last filing on schedule 13D. Transactions in
Common Stock effected by TBC since October 31, 2000, the date of the filing
persons' last filing on Schedule 13D and ended as of the date hereof is set
forth below:
(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 TBC Members
may be deemed to have such rights and powers solely by reason of being the
Members of TBC, which is the Manager of TBK.
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 11/01/00 31,300 $29.7540
11/02/00 32,000 $29.8236
11/03/00 27,300 $29 7/8
11/06/00 35,300 $29.8932
11/07/00 52,200 $29.9234
11/08/00 25,400 $29 15/16
11/09/00 14,400 $29 15/16
</TABLE>
(e) Not applicable.
SIGNATURE
Each of Tweedy, Browne Company LLC ("TBC") and TBK Partners, LLC
("TBK") after reasonable inquiry and to the best of its knowledge and belief,
hereby certifies that the information set forth in this Joint Amendment No. 3
is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By: /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
Member
TBK PARTNERS, LLC
By: Tweedy, Browne Company LLC,
Manager
By /s/ Christopher H. Browne
________________________________
Christopher H. Browne
Managing Director
VANDERBILT PARTNERS, L.P.
By: /s/ Christopher H. Browne
---------------------------------
Christopher H. Browne
General Partner
Dated: November 9, 2000
