<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 6)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 6)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
SUN HEALTHCARE GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
866933104
(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)
NOVEMBER 23, 1998
(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 [ ]. (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. 866933104 SCHEDULE 13D 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 4,982,865
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
PERSON 0 shares, except that certain of the members of TBC may
WITH be deemed to have sole power to vote certain shares as
more fully set forth herein.
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
5,210,345 shares held in accounts of TBC (as hereinafter
defined)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,210,345 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
8.72%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD IA & 00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 4
- ------------------- --------------------
CUSIP NO. 866933104 SCHEDULE 13D 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
348,475 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
PERSON 348,475 shares, except that the general partners in TBK,
WITH 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
348,475 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.58%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 5
- ------------------- --------------------
CUSIP NO. 866933104 SCHEDULE 13D 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
0 shares
NUMBER OF -------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 6
PRELIMINARY NOTE
The persons filing this Amendment No. 6 are (i) Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company, (ii) TBK Partners, L.P. ("TBK"),
a Delaware limited partnership and (iii) Vanderbilt Partners, L.P.
("Vanderbilt"), a Delaware limited partnership. This Amendment No. 6 amends a
Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated October 21,
1996 ( the "Statement"). The filing of this Amendment No. 6 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. 6 relates to the Common Stock, $0.01 par value (the
"Common Stock"), of Sun Healthcare Group, Inc. (the "Company"), which, to the
best knowledge of the persons filing this Amendment No. 6, is a company
organized under the laws of Delaware, with its principal executive offices at
101 Sun Lane, N.E., Albuquerque, New Mexico 87109.
This Amendment No. 6 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. 6.
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 5,210,345 shares of Common Stock, which constitutes
approximately 8.72% of the 59,748,000 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 845 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 of TBK and
Vanderbilt.
Also included in the TBC shares are 50,600 shares of Common Stock held in
certain TBC Accounts, of which John D. Spears, a member of TBC and a general
partner of TBK and Vanderbilt, may be deemed to beneficially own directly. Of
these 50,600 shares of Common Stock, 47,300 shares are held in a TBC Account for
John D. Spears and 3,300 shares are held jointly in a TBC Account for John D.
Spears and his wife.
As of the date hereof, TBK beneficially owns directly 348,475 shares of
Common Stock, which constitutes approximately 0.58% of the 59,748,000 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 50,740 shares of Common Stock in open
market transactions, Vanderbilt does not beneficially own directly any 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 5,558,820
shares, which constitutes approximately 9.30% of the 59,748,000 shares of Common
<PAGE> 7
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 Members and General Partners may be deemed to be the
beneficial owner by reason of his being a Member of TBC and a general partner in
TBK and Vanderbilt, respectively, is 5,558,820 shares, which constitutes
approximately 9.30% of the 59,748,000 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 348,475 shares of Common Stock which constitutes
approximately 0.58% of the 59,748,000 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 of the
Statement, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 5,210,345 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 4,982,865 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 4,982,865 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 during the
sixty-day period ended as of the date hereof. Transactions in Common Stock
effected by TBC 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
10/01/98 880 $6 3/16
10/02/98 6,100 $6 1/16
10/05/98 38,900 $6 1/4
10/06/98 168,000 $6.0625
10/06/98 1,528 $6.0625
10/07/98 100,000 $5 1/2
10/12/98 980 $5 7/8
10/16/98 2,115 $5 3/8
10/28/98 1,215 $5 13/16
11/04/98 118,000 $6 1/4
11/20/98 5,000 $5 3/4
11/23/98 145,360 $5.77277
11/25/98 60,000 $5.6979
Vanderbilt: 11/23/98 50,740 $5.77277
</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 Statement is
true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
/S/ Christopher H. Browne
By _________________________________
Christopher H. Browne
Member
TBK PARTNERS, L.P.
/S/ Christopher H. Browne
By _________________________________
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
/S/ Christopher H. Browne
By _________________________________
Christopher H. Browne
General Partner
Dated: December 2, 1998
