<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.5)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 5)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 5)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
HPSC, INC.
(Name of Issuer)
Common Stock, Par Value $01 per Share
(Title of Class of Securities)
404264103
(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)
FEBRUARY 7, 1997
(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. 404264103 SCHEDULE 13D Page 3 of 8
----------- --- ---
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
TWEEDY, BROWNE COMPANY L.P. ("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
331,465 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
units as more fully set forth herein.
NUMBER OF ------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNED BY EACH ------------------------------------------------------
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
WITH 0 shares except that certain of the general
partners of TBC may be deemed to have sole
power to dispose of certain shares as more
fully set forth herein.
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
360,562 shares held in accounts of TBC (as
herein defined)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
360,562 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).
7.70%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD, IA & PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE. RESPONSES TO ITEMS 1 - 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 404264103 SCHEDULE 13D Page 4 of 8
----------- --- ---
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER 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
15,000 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 0 shares
OWNED BY EACH ------------------------------------------------------
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
WITH 15,000 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.
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
15,000 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
0.32%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE. RESPONSES TO ITEMS 1 - 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
CUSIP No. 404264103 SCHEDULE 13D Page 5 of 8
----------- --- ---
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER 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*
- -------------------------------------------------------------------------------
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
10,000 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 0 shares
OWNED BY EACH ------------------------------------------------------
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
WITH 10,000 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.
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
10,000 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
0.21%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 - 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
PRELIMINARY NOTE
The persons filing this Amendment No. 5 are (i) Tweedy, Browne Company L.P.
("TBC"), a Delaware limited partnership, (ii) TBK Partners, L.P. ("TBK"), a
Delaware limited partnership and (iii) Vanderbilt Partners, L.P. ("Vanderbilt"),
a Delaware limited partnership. This Amendment No. 5 amends a Statement on
Schedule 13D filed by TBC, TBK and Vanderbilt dated August 27, 1992 (the
"Statement"). The filing of this Amendment No. 5 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 Amendment No. 5 relates to the Common Stock, $.01 par value (the
"Common Stock"), of HPSC, Inc. (the "Company"), which, to the best knowledge of
the persons filing this Amendment No. 5, is a company organized under the laws
of Delaware, with its principal executive offices located at 25 Stuart Street,
Boston, MA 02116.
This Amendment No. 5 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 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, 3,4, 6 and 7 of the Statement, as amended. Accordingly,
those Items are omitted from this Amendment No. 5.
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 360,562 shares of Common Stock, which constitutes approximately
7.70% of the 4,687,000 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 15,000 shares of Common Stock,
which constitutes approximately 0.32% of the 4,687,000 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 10,000 shares of Common
Stock, which constitutes approximately 0.21% of the 4,687,000 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 385,562
shares, which constitutes approximately 8.23% of the 4,687,000 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 may be deemed to be the beneficial owner
by reason of his being a general partner of TBC, TBK and Vanderbilt,
respectively, is 385,562 shares, which constitutes approximately 8.23% of the
4,687,000 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
15,000 shares of Common Stock which constitutes approximately 0.32% of the
4,687,000 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.
<PAGE> 7
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 360,562 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 331,465 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 331,465 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.
(c) During the sixty day period ended as of the date hereof, TBK and
Vanderbilt did not effect any transactions in Common Stock. During the sixty day
period ended as of the date hereof, TBC sold shares of Common Stock in open
market transactions, as follows:
<TABLE>
<CAPTION>
REPORTING NO. OF PRICE
PERSON DATE SHARES SOLD PER SHARE
<S> <C> <C> <C>
TBC 12/09/96 1,050 $6 1/8
02/07/97 27,000 $6 1/8
</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> 8
SIGNATURE
Each of Tweedy, Browne Company L.P., 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 Statement is
true, complete and correct.
TWEEDY, BROWNE COMPANY L.P.
By __________________________
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By __________________________
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By __________________________
Christopher H. Browne
General Partner
Dated: February 18, 1997
