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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )*
of
Tweedy, Browne Company L.P.
Under the Securities Exchange Act of 1934
MID-AMERICA BANCORP
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
595915109
(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)
May 16, 1996
(Date of Event which Required Filing of this Statement)
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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 [ X ]. (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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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).
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CUSIP No. 595915109 Page of Pages
--------- ---- ----
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1 NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company L.P. ("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 DISCLOSED OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Deleware
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7 SOLE VOTING POWER TCB has sole voting power with
respect to 73,055 shares held in certain TBC accounts
(as hereinafter defined). Additionally, certain of the
NUMBER OF general partners of TBC may be deemed to have sole
power to vote certain shares as more fully set forth
SHARES herein.
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares, except that certain of the general partners
of TBC may be deemed to have sole power to dispose of
PERSON certain shares as more fully set forth herein.
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WITH 10 SHARED DISPOSITIVE POWER
78,388 shares held in accounts of TBC (as herinafter
defined).
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,388 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)
8.59%
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14 TYPE OF REPORTING REPSON
BD, IA & PN
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PRELIMINARY NOTE
This Statement on Schedule 13D is being filed because the filing person
may be deemed to be members of a group comprised of Tweedy, Browne Company L.P.
("TBC"), which group may be deemed to be the beneficial owner of in excess of 5%
of the Common Stock of Mid-America Bancorp. However the filing of this Schedule
13D should not be deemed an admission that TBC comprises a group within the
meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as
amended (the "Act").
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, no par value (the
"Common Stock"), of Mid-America Bancorp. (the "Company"), which, to the best
knowledge of the person filing this Schedule 13D, is a company organized under
the laws of Kentucky, with its principal executive offices located at 500 West
Broadway, Louisville, Kentucky 40202.
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this Schedule 13D is (i) Tweedy, Browne Company
L.P. ("TBC"), a Delaware limited partnership. The filing of this Schedule 13D
should not be deemed an admission that TBC comprises a group within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
This Schedule 13D 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 TBC are Christopher H. Browne, William H.
Browne and John D. Spears (the "General Partners"). By reason of their positions
as general partners in TBC, the General Partners may be deemed to control TBC.
(b) The business address of each of TBC 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.
The present principal occupation of each of the General Partners is
serving as such for TBC, TBK Partners, L.P. and Vanderbilt Partners, L.P., two
private investment partnerships. The principal business address of TBC is set
forth above. The principal business address of TBK Partners, L.P. and Vanderbilt
Partners, L.P. is 52 Vanderbilt Avenue, New York, New York 10017.
(d) Neither of TBC, nor any General Partner has, during the last five
years, been convicted in any criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) Neither of TBC, nor any General Partner 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.
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(f) TBC is a Delaware limited partnership. Each of the General Partners
is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT 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 78,388 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
$1,286,357.
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 Fleet Clearing Corporation. 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 Fleet Clearing Corporation. 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 Chemical Bank, New York,
New York, depending upon the amount of outstanding borrowings at any given time.
ITEM 4. PURPOSE OF TRANSACTION
TBC 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 may dispose of all or some of the TBC 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 intends 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 78,388 shares of Common Stock, which constitutes
approximately 8.59 % of the 9,117,127 shares of Common Stock which TBC believes
to be the total number of shares of Common Stock outstanding. Such shares are
held in the TBC Accounts.
TBC 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 could be deemed to be the beneficial owner as of
the date hereof, is 78,388 shares, which constitutes approximately 8.59% of the
9,117,127 shares of Common Stock which the filing person believes 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 may be deemed to be the beneficial
owner by reason of his being a general partner of TBC is 78,388 shares, which
constitutes approximately 8.59% of the 9,117,127 shares of Common Stock
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outstanding. However, nothing contained herein shall be construed as an
admission that any of the 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.
Except as described herein, to the best knowledge of TBC, no person who
may be deemed to comprise a group with any of TBC or any other person named in
Item 2 hereof, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 78,388 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 73,055 shares of Common Stock held
in certain TBC Accounts.
Each of the General Partners 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 73,055 shares of
Common Stock held in certain TBC Accounts.
(c) During the sixty-day period ended as of the date hereof, TBC
purchased shares of the Common Stock in open market transactions, as follows:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES PRICE
PERSON PURCHASED PER SHARE
TBC Accounts
<S> <C> <C>
05/03/96 40,000 $17
05/06/96 1,500 $17
05/14/96 5,000 $17 1/4
05/15/96 300 $17 1/4
05/16/96 27,900 $17 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.
(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, nor, to the best
knowledge of TBC, any other person named in Item 2 hereof, has any contract,
arrangement, understanding or relationship with respect to any securities of the
Company.
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SIGNATURE
Tweedy, Browne Company L.P., after reasonable inquiry and to the best
of its knowledge and belief, hereby certifies that the information set forth in
this Schedule 13D is true, complete and correct.
TWEEDY, BROWNE COMPANY L.P.
By ________________________
Christopher H. Browne
General Partner
Dated: May 20, 1996
