TWEEDY BROWNE CO LLC /ADV
SC 13D/A, 1999-09-27
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D
                               (Amendment No. 4)*
                                       of
                           Tweedy, Browne Company LLC


                                  SCHEDULE 13D
                               (Amendment No. 4)*
                                       of
                               TBK Partners, L.P.


                                  SCHEDULE 13D
                               (Amendment No. 4)*
                                       of
                            Vanderbilt Partners, L.P.



                    Under the Securities Exchange Act of 1934

                            JAN BELL MARKETING, INC.
                                (Name of Issuer)


                    Common Stock, Par Value $.0001 per Share
                         (Title of Class of Securities)

                                    470760109
                                 (CUSIP Number)



                                 John D. Spears
                                350 Park Avenue
                            New York, New York 10022
                                 (212) 916-0600
                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)


                                SEPTEMBER 9, 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.  470760109            SCHEDULE 13D        Page  2  of  7 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
                         1,548,549 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
    WITH:                     0 shares, except that certain of the members of
                         TBC may be deemed to have sole power to dispose of
                         certain shares as more fully set forth herein.
                ----------------------------------------------------------------
                10.      SHARED DISPOSITIVE POWER
                              1,563,224 shares held in accounts of TBC (as
                         hereinafter defined.
- --------------------------------------------------------------------------------
11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        1,563,224 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)
        5.58%
- --------------------------------------------------------------------------------
14.     TYPE OF REPORTING PERSON*

        BD, IA & 00
================================================================================
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!









<PAGE>   4

- ---------------------------                          ---------------------------
  CUSIP No.  470760109            SCHEDULE 13D        Page  3  of  7 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
                              73,000 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
   PERSON
    WITH:                     73,000 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

        73,000 shares
- --------------------------------------------------------------------------------
12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                            [ ]
- --------------------------------------------------------------------------------
13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        0.26%
- --------------------------------------------------------------------------------
14.     TYPE OF REPORTING PERSON*

        PN
================================================================================
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

















<PAGE>   5

- ---------------------------                          ---------------------------
  CUSIP No.  470760109            SCHEDULE 13D        Page  4  of  7 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!











<PAGE>   6


PRELIMINARY NOTE

         The persons filing this Amendment No. 4 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. 4 amends a
Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated August 5, 1996
( the "Statement"). The filing of this Amendment No. 4 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. 4 relates to the Common Stock, $.0001 par value (the
"Common Stock"), of Jan Bell Marketing, Inc. (The "Company"), which, to the best
knowledge of the persons filing this Amendment No. 4, is a company organized
under the laws of Delaware, with its principal executive offices at 13801 N.W.
14th Street, Sunrise, Florida 33323.

         This Amendment No. 4 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. 4.

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 1,563,224 shares of Common Stock, which constitutes
approximately 5.58% of the 28,000,000 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 73,000 shares of
Common Stock, which constitutes approximately 0.26% of the 28,000,000 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 40,000 shares of Common Stock in open
market transactions, Vanderbilt does not beneficially own directly any shares of
the 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
1,636,224 shares, which constitutes approximately 5.84% of the 28,000,000 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 of TBK and Vanderbilt
respectively, is 1,636,224 shares, which constitutes approximately 5.84% of the
28,000,000 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 73,000 shares of Common Stock which constitutes approximately 0.26% of the
28,000,000 shares of Common Stock outstanding. However, nothing contained herein
shall be construed as an admission that any of the General Partners or Thomas P.



<PAGE>   7

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 TCB, TBK, Vanderbilt, or any person named in Item 2 of the Statement,
beneficially owns any shares of Common Stock.

     (b)   TBC has investment discretion with respect to 1,563,224 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 1,548,459 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) shares 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 1,548,459 shares of Common Stock
held in certain TBC Accounts.

     TBK has the sole power to vote or direct the voting of direct the voting of
and dispose of 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 voting of and to dispose or direct the
disposition of the Vanderbilt 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 and
Vanderbilt are set forth below:

<TABLE>
<CAPTION>
REPORTING                              NO. OF SHARES          PRICE
PERSON             DATE                SOLD                   PER SHARE
<S>                <C>                 <C>                    <C>
TBC Accounts       08/03/99             1,010                 $ 2 3/4
                   08/05/99               420                 $ 3 1/16
                   09/03/99            85,000                 $ 3.13

Vanderbilt         09/03/99            40,000                 $ 3.13
</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.
<PAGE>   8



         (e)      Not applicable.

                                    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



                                            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





September 27, 1999





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