<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 7)*
of
TBK 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)
MARCH 11, 1999
(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. 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 419,497
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
421,177 shares held in accounts of TBC (as hereinafter
defined)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,177 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
0.71%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD IA & 00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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- ------------------- -------------------
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
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
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PRELIMINARY NOTE
The persons filing this Amendment No. 7 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. 7 amends a Statement
on Schedule 13D filed by TBC and TBK and dated October 21, 1996 ( the
"Statement"). The filing of this Amendment No. 7 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. 7 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. 7, 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. 7 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. 7 is being filed because the filing persons are 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 in open market transactions.
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 1,2,3,4,6 and 7 of the Statement, as amended. Accordingly, those Items are
omitted from this Amendment No. 7.
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 421,177 shares of Common Stock, which constitutes
approximately 0.71% 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 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, 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 a result of the disposition of 348,475 shares of Common Stock in
open market transactions, TBK does not beneficially own directly any shares of
Common Stock.
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 421,177 shares, which constitutes
approximately 0.71% of the 59,748,000 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 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 , is 421,177 shares, which constitutes approximately 0.71% 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
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deemed to be a beneficial owner by reason of his being a general partner of TBK
is 0 shares of Common Stock which constitutes approximately 0% 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 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 421,177 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 419,497 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 419,497 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) Transactions in Common Stock effected by TBC and TBK during the
sixty-day period ended as of the date hereof are set forth below:
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
TBC Accounts
01/26/99 4,300 $5 13/16
02/17/99 10,000 $1 13/16
02/19/99 28,335 $1 9/16
02/22/99 213,070 $1.5050
02/23/99 414,300 $1.5013
02/24/99 200,000 $1 3/8
02/25/99 266,400 $1.34000
02/26/99 525,000 $1.3214
03/01/99 145,700 $1.3493
03/12/99 932,000 $1.1904
03/03/99 958,000 $1.23400
03/10/99 330,600 $1.2520
03/11/99 466,000 $1.0844
03/12/99 224,800 $1.125
TBK: 02/22/99 48,930 $1.5050
(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.
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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) TBC ceased to be the beneficial owner of more than 5% of the Common
Stock on March 11, 1999.
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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. 7 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: March 16, 1999
