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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
of
Tweedy, Browne Company LLC
Under the Securities Exchange Act of 1934
NORWOOD PROMOTIONAL PRODUCTS, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
669729105
(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 10, 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).
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- -------------------- -------------------
CUSIP NO. 669729105 SCHEDULE 13D Page 3 of 10 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 DICLOSURE 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*
[X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD, IA, OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
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PRELIMINARY NOTE
The person filing this Amendment No. 1 is (i) Tweedy, Browne Company
LLC ("TBC"), a Delaware limited liability company. This Amendment No. 1 amends a
Statement on Schedule 13D filed by TBC dated February 10, 1998 ( the
"Statement"). The filing of this Amendment No. 1 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").
This Amendment No. 1 relates to the Common Stock, No par value (the
"Common Stock"), of Norwood Promotional Products, Inc. (the "Company"), which,
to the best knowledge of the persons filing this Amendment No. 1, is a company
organized under the laws of Texas, with its principal executive offices at 106
East 6th Street, Suite 300, Austin, Texas 78701.
This Amendment No. 1 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.
This Amendment No. 1 is being filed because the filing person is no
longer subject to the reporting requirements of Section 13(d)(3) of the
Securities Exchange Act (the "Act") as a result of the disposition of its shares
of Common Stock pursuant to a Merger between a wholly-owned subsidiary of FPK,
LLC ("FPK") a limited liability company formed by Frank P. Krasovec, the
Company's Chairman and Chief Executive Officer and Norwood Promotional Products,
Inc. (the "Merger"). The Merger was approved by the Company's stockholders on
August 19, 1998 and became effective on October 30, 1998. Under the terms of the
Merger, each share of Common Stock of the Company has been converted into the
right to receive $20.70 in cash.
Other than as set forth below, to the best knowledge of TBC, 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. 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the disposition of 252,781 shares of Common
Stock tendered pursuant to the Merger, as of the date hereof, TBC does not
beneficially own any shares of Common Stock.
TBC disclaims that it is the beneficial owner of any of the shares of
Common Stock held in the TBC Accounts.
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 of the Statement, beneficially owns any shares of Common Stock.
(b) Not applicable.
(c) During the sixty-day period ended as of the date hereof,
transactions in Common Stock effected by TBC are set forth below:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES PRICE
PERSON DATE SOLD PER SHARE
<S> <C> <C> <C>
TBC Accounts 09/28/98 265 $18 1/4
10/07/98 230 $17
</TABLE>
On November 9 and November 10, 1998, respectively, TBC tendered a total
of 252,781 shares of Common Stock, pursuant to the terms of the Merger, whereas
each share of Common Stock of the Company was converted into $20.70 in cash.
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(e) TBC ceased to be the beneficial owner of any of the shares of
Common Stock on November 10, 1998.
SIGNATURE
Tweedy, Browne Company LLC, after reasonable inquiry and to the best of
its knowledge and belief, hereby certifies that the information set forth in
this Amendment No. 1 is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By /s/ Christopher H. Browne
-----------------------------------
Christopher H. Browne
Member
Dated: November 17, 1998
