<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3 )*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 3 )*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 3 )*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
MERCHANTS GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 PER SHARE
(Title of Class of Securities)
588539106
(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)
AUGUST 11, 1998
(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
SCHEDULE 13D
CUSIP NO. 588539106 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 219,714 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 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 of
PERSON the general partners of TBC may be deemed to have sole
WITH power to dispose of certain shares as more fully set
forth herein.
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
229,114 shares held in accounts of TBC
(as hereinafter defined)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
229,114 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)
7.88%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD, IA, 00
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 588539106 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*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.17%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 588539106 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 3,600 shares, except that the general
partners in Vanderbilt, solely by reason of their
positions as much, 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 3,600 shares, except that the
PERSON general partners in Vanderbilt, 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
3,600 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 6
PRELIMINARY NOTE
This Amendment No. 3 is being filed because the filing persons may be
deemed to be members of a group comprised of Tweedy, Browne Company LLC ("TBC"),
TBK Partners, L.P. ("TBK") and Vanderbilt Partners, L.P. ("Vanderbilt"), which
group may be deemed to be the beneficial owner in the aggregate of in excess of
5% of the Common Stock of Merchants Group, Inc. However, the filing of this
Amendment No. 3 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").
Pursuant to Rule 13d-2 (a) of Regulation 13D-G of the General Rules and
Regulations, each of TBC, TBK and Vanderbilt hereby amend their respective
Statements on Schedule 13D, relating to the Common Stock of Merchants Group,
Inc. TBC, TBK and Vanderbilt filed a Statement on Schedule 13D, dated October
14, 1993, which was amended by TBC, TBK and Vanderbilt on November 2, 1993 and
February 24, 1994. Pursuant to Item 101(a) (2) (ii) of Regulation S-T, this
Amendment No. 3 also includes an amended and restated composite of all paper
filings to date made by TBC, TBK and Vanderbilt, respectively, on Schedule 13D
with respect to Merchants Group, Inc.
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.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $0.01 par value (the
"Common Stock"), of Merchants Group, Inc. (the "Company"), which, to the best
knowledge of the persons filing this Schedule 13D, is a company organized under
the laws of Delaware, with its principal executive offices located at 250 Main
Street, Buffalo, New York 14202.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Schedule 13D 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. Annexed as Exhibit 99.1, which
is incorporated by reference herein, is an agreement among TBC, TBK and
Vanderbilt that this Schedule 13D is filed on behalf of each of them. The filing
of this Schedule 13D 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 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 TBK are Christopher H. Browne, William H.
Browne, Thomas P. Knapp and John D. Spears. The general partners of Vanderbilt
are Christopher H. Browne, William H. Browne and John D. Spears (the "General
Partners"). The members of TBC are Christopher H. Browne, William H. Browne,
John D. Spears, Thomas H. Shrager, Robert Q. Wyckoff, Jr. and Holdings (the
"Members"). By reason of their positions as such, the members of TBC may be
deemed to control TBC and the general partners of TBK and Vanderbilt may be
deemed to control TBK and Vanderbilt, respectively.
(b) The business address of each of TBC, TBK, Vanderbilt and the
General Partners is 52 Vanderbilt Avenue, New York, New York 10017.
<PAGE> 7
(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.
TBK is a private investment partnership and is currently, and at all
relevant times was, engaged primarily in the business of investing in securities
for its own account.
Vanderbilt is a private investment partnership and is currently, and at
all relevant times was, engaged primarily in the business of investing in
securities for its own account.
The present principal occupation of each of the General Partners is
serving as such for TBK and Vanderbilt. The present principal occupation of
Thomas P. Knapp is serving as a general partner in TBK. The present principal
occupation of the Members of TBC is serving as such. Holdings is wholly owned by
Affiliated Managers Group, Inc., a Boston-based holding company which makes
equity investments in investment management firms, in which management personnel
retain a significant interest in the profits of the business. The principal
business address of each of TBC, TBK and Vanderbilt is set forth above.
(d) None of TBC, TBK, Vanderbilt, Thomas P. Knapp, nor any General
Partner or Member has, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) None of TBC, TBK, Vanderbilt, Thomas P. Knapp, nor any General
Partner or Member 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.
(f) Each of TBK and Vanderbilt is a Delaware limited partnership.
TBC is a Delaware limited liability company. Each of the General Partners,
Members and Thomas P. Knapp is a citizen of the United States of America, with
the exception of Holdings, which is a Delaware corporation.
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 229,114 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
$3,880,860.
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 $83,016.
<PAGE> 8
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 3,600
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 $ 58,000.
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 4. PURPOSE OF TRANSACTION
Each of TBC, TBK and Vanderbilt 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, TBK and Vanderbilt may dispose of all
or some of the TBC Shares, the TBK Shares and the Vanderbilt 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, TBK and Vanderbilt intend 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 229,114 shares of Common Stock, which constitutes
approximately 7.88% of the 2,909,000 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.
<PAGE> 9
As of the date hereof, TBK beneficially owns directly 5,000 shares of
Common Stock, which constitutes approximately 0.17% of the 2,909,000 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 3,600
shares of Common Stock, which constitutes approximately 0.12% of the 2,909,000
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
237,714 shares, which constitutes approximately 8.17% of the 2,909,000 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 237,714 shares, which constitutes
approximately 8.17% of the 2,909,000 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 0.17% of the 2,909,000 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 229,114 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 219,714 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 219,714 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> 10
(c) No transactions in Common Stock were effected by TBK and Vanderbilt
during the sixty-day period and ended as of the date hereof. Transactions in
Common Stock effected by TBC during the sixty-day period and ended as of the
date hereof are set forth below.
<TABLE>
<CAPTION>
NO OF SHARES PRICE
TBC ACCOUNTS SOLD PER SHARE
<S> <C> <C>
07/31/98 500 $23 3/4
08/03/98 200 $23 1/2
08/04/98 2,000 $23 3/8
08/05/98 200 $23
08/06/98 200 $22 5/8
08/07/98 200 $22 3/8
08/10/98 200 $22
08/11/98 2,850 $21 3/8
</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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as otherwise described herein, none of TBC, TBK or Vanderbilt,
nor, to the best knowledge of TBC, TBK or Vanderbilt, any other person named in
Item 2 hereof, has any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
<PAGE> 11
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 (which
includes the Exhibit annexed hereto) 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: August 19, 1998
<PAGE> 1
EXHIBIT 99.1
AGREEMENT dated as of August 19, 1998, among Tweedy, Browne Company
LLC, a Delaware limited liability company ("TBC"), TBK Partners, L.P., a
Delaware limited partnership ("TBK"), and Vanderbilt Partners, L.P., a Delaware
limited partnership ("Vanderbilt").
WITNESSETH:
WHEREAS, TBC, TBK and Vanderbilt may be deemed to have acquired, in the
aggregate, beneficial ownership of more than five percent of the Common Stock
(the "Common Stock") of Merchants Group, Inc. (The "Company") and
WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange Act of
1934 (the "Act"), a Statement on Schedule 13D must be filed by any person who
acquires more than five percent of registered equity securities; and
WHEREAS, in accordance with Rule 13d-1(f) of the Act, only one such
Statement need be filed whenever two or more persons are required to file such a
Statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement is
filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
TBC, TBK and Vanderbilt do hereby agree, in accordance with Rule
13d-1(f) under the Act, to file one Statement on Schedule 13D relating to their
ownership of the Common Stock, and do hereby further agree that said Statement
shall be filed on behalf of each of them.. Nothing herein, however, shall be, or
shall be deemed to be, an admission that the parties hereto, or any of them, are
members of a "group" (within the meaning of Section 13(d) of the Act and the
rules and regulations promulgated thereunder) with respect to any securities of
the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
TWEEDY, BROWNE COMPANY LLC TBK PARTNERS, L.P.
By /s/ Christopher H. Browne By /s/ Christopher H. Browne
---------------------------- -----------------------------
Christopher H. Browne Christopher H. Browne
Member General Partner
VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne
----------------------------
Christopher H. Browne
General Partner
