<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 1)*
of
TBK Partners, L.P.
Under the Securities Exchange Act of 1934
ECHELON INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
278747100
(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)
APRIL 15, 1999
(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. 278747100 SCHEDULE 13D Page 3 of 11 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*
OO
- --------------------------------------------------------------------------------
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 390,880
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
423,400 shares held in accounts of TBC (as hereinafter
defined).
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,400 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)
6.33%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD IA & 00
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
<PAGE> 4
- ------------------------ -----------------------
CUSIP No. 278747100 SCHEDULE 13D Page 4 of 11 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P.
- --------------------------------------------------------------------------------
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
28,500 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 28,500 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
28,500 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.43%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
<PAGE> 5
PRELIMINARY NOTE
The persons filing this Amendment No. 1 are (i) Tweedy, Browne Company
LLC ("TBC"), a Delaware limited liability company, and (ii) TBK Partners, L.P.
("TBK"), a Delaware limited partnership. This Amendment No. 1 amends a Statement
on Schedule 13D filed by TBC and TBK dated February 18, 1999 ( the "Statement").
The filing of this Amendment No. 1 should not be deemed an admission that TBC
and TBK 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. 1 relates to the Common Stock, $.01 par value (the
"Common Stock"), of Echelon International Corporation (the "Company"), which, to
the best knowledge of the persons filing this Amendment No. 1, is a company
organized under the laws of Florida, with its principal executive offices at One
Progress Plaza, Suite 1500, St. Petersburg, Florida 33701.
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.
Other than as set forth below, to the best knowledge of TBC and TBK,
there has been no material change in the information set forth in response to
Items 1, 2, 4, 6 and 7 of the Statement, as amended. Accordingly, those Items
are omitted from this Amendment No. 1.
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 423,400 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
$9,054,432.
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 of the Statement), 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 28,500 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 $625,718.
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 of the
Statement), will come from TBK's general funds, which include cash and cash
equivalents on hand and in banks.
<PAGE> 6
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.
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 423,400 of Common Stock, which constitutes approximately
6.33% of the 6,681,000 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 directly 28,500 shares of
Common Stock, which constitutes approximately 0.43% of the 6,681,000 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
Each of TBC and TBK 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 and TBK could be deemed to be
the beneficial owner as of the date hereof, is 451,900 shares, which constitutes
approximately 6.76% of the 6,681,000 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 Members may be deemed to be the beneficial owner by
reason of his being a Member of TBC and a general partner in TBK, respectively,
is 451,900 shares, which constitutes approximately 6.76% of the 6,681,000 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 28,500
shares of Common Stock which constitutes approximately 0.43% of the 6,681,000
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 and TBK disclaims beneficial ownership of Common Stock held
by the other. Except as described herein, to the best knowledge of TBC and TBK,
no person who may be deemed to comprise a group with any of TBC and TBK, 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 423,400 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 390,880 shares of Common Stock
<PAGE> 7
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 390,880 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.
(c) No transactions in Common Stock were effected by TBK during the
sixty-day period ended as of the date hereof. During the sixty-day period ended
as of the date hereof, transactions in Common Stock effected by TBC are set
forth below:
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
TBC Accounts 02/19/99 700 $21
02/24/99 5,000 $21
02/26/99 3,500 $20 3/4
03/01/99 5,000 $20 3/4
03/02/99 350 $20 7/8
03/05/99 400 $20 3/4
03/10/99 2,200 $21
03/15/99 245 $21 1/4
03/16/99 12,300 $21 3/16
03/17/99 2,000 $20.8844
03/23/99 325 $20 9/16
03/24/99 8,700 $20 1/2
03/25/99 5,000 $20 1/2
03/26/99 590 $20 5/16
03/29/99 325 $20 5/8
03/31/99 11,500 $19.7804
04/05/99 16,300 $19 3/8
04/07/99 11,700 $18 5/8
04/09/99 1,000 $18 3/4
04/13/99 750 $19 15/16
04/15/99 5,000 $19.1875
04/19/99 10,100 $19.7506
(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.
(e) Not applicable.
<PAGE> 8
SIGNATURE
Each of Tweedy, Browne Company LLC and TBK Partners, L.P, 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
--------------------------------
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By
--------------------------------
Christopher H. Browne
General Partner
Dated: April 22, 1999
