<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7 )*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 3)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 7)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
NATIONAL WESTERN LIFE INSURANCE COMPANY
(Name of Issuer)
Common Stock, Par Value $1.00 PER SHARE
(Title of Class of Securities)
638522102
(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)
MARCH 26, 1999
(Date of Event which Required Filing of this Statement)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 638522102 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 301,475 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 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0 shares, except that certain
PERSON of the members of TBC may be deemed to have
WITH sole power to dispose of certain shares as more fully
set forth herein.
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
323,345 shares held in accounts of TBC (as
hereinafter defined).
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
323,345 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)
9.80%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, IA and 00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP No. 638522102 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 5,000 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 5,000 shares, except that the
PERSON general partners in TBK, solely by reason of their
WITH 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
5,000 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)
0.15%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP No. 638522102 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 7,061 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 7,061 shares, except that the
PERSON general partners in Vanderbilt, solely by reason of
WITH 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
7,061 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)
0.21%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 7 to a Statement on Schedule
13D originally filed by Tweedy, Browne Company LLC, a Delaware limited liability
company ("TBC"), and dated June 17, 1993 (the "TBC Statement"); (b) Amendment
No. 3 to a Statement on Schedule 13D originally filed by TBK Partners, L.P., a
Delaware limited partnership ("TBK"), and dated April 6, 1995 (the "TBK
Statement"); and (c) Amendment No. 7 to a Statement on Schedule 13D filed by
Vanderbilt Partners, L.P., a Delaware limited partnership ("Vanderbilt"), and
dated June 17, 1993 (the "Vanderbilt Statement") (collectively the "Joint
Amendment No. 3").
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.
This Joint Amendment No. 3 relates to the Common Stock, $1.00 par value
(the "Common Stock"), of (the "Company"), which, to the best knowledge of the
persons filing this Joint Amendment No. 3 is a company organized under the laws
of Delaware, with its principal executive offices located at 850 East Anderson
Lane, Austin, Texas 78762-1602.
This Joint Amendment No. 3 contains information regarding shares of Common
Stock that may be deemed to 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, TBK and
Vanderbilt, there has been no material change in the information set forth in
response to Items 1, 2, 4,6 and 7 of the Statement, as amended. Accordingly,
those Items are omitted from this Joint Amendment No. 3.
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 323,345 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
$15,621,070.
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
U.S. 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 U.S. 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 5,000 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 $175,791.
<PAGE> 6
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
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 7,061 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 $53,181.
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 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 323,345 shares of Common Stock, which constitutes approximately
9.80% of the 3,298,000 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 105 shares of Common Stock held in a
TBC Account for a charitable foundation of which Christopher H. Browne is a
trustee. Mr. Browne is a member of TBC and a general partner in TBK and
Vanderbilt.
Also included in the TBC shares are 2,947 shares of Common Stock held in
certain TBC Accounts, of which John D. Spears, a general partner in TBC, TBK and
Vanderbilt, may be deemed to beneficially own directly. Of these 2,947 shares of
Common Stock, 2,597 shares are held in a TBC Account for John D. Spears and 350
shares are held jointly in a TBC Account for John D. Spears and his wife.
<PAGE> 7
As of the date hereof, TBK beneficially owns directly 5,000 shares of
Common Stock, which constitutes approximately 0.15% of the 3,298,000 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 7,061 shares
of Common Stock, which constitutes approximately 0.21% of the 3,298,000 shares
of Common Stock which Vanderbilt believes to be the total number of shares of
Common Stock outstanding.
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 335,406
shares, which constitutes approximately 10.17% of the 3,298,000 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 335,406 shares, which constitutes approximately 10.17% of
the 3,298,000 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 5,000 shares of Common Stock which constitutes approximately 0.15% of the
3,298,000 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 323,345 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 301,475 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 301,475 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. Transactions
in Common Stock effected by TBC during the sixty-day period ended as of the date
hereof, are set forth below:
<TABLE>
<CAPTION>
NO OF SHARES NO OF PRICE
TBC ACCOUNTS PURCHASED SHARES SOLD PER SHARE
<S> <C> <C> <C>
02/22/99 375 $109 1/2
03/03/99 2,800 $106 1/2
03/22/99 3,000 $106 1/2
03/23/99 154 $104 1/2
03/24/99 2,000 $104 1/2
03/26/99 2,000 $103 1/4
</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 Joint Amendment
No. 3 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: April 1, 1999
