<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 2)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 2)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
PAN AMERICAN BEVERAGES, INC.
(Name of Issuer)
Class A - Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
P74823108
(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)
OCTOBER 15, 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. P74823108
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Tweedy, Browne Company LLC ("TBC")
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
(5) Check 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 8,655,051
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 ---------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each
Reporting Person 0 shares
With: ---------------------------------------------------------
(9) Sole Dispositive Power
0 shares, except that certain of the members of TBC
may be deemed to have sole power to vote certain
shares as more fully set forth herein.
---------------------------------------------------------
(10) Shared Dispositive Power
8,937,234 shares held in accounts of TBC (as
hereinafter defined).
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,937,234 shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [x]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.31%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
BD, IA & 00
================================================================================
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CUSIP No. P74823108
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
TBK Partners, L.P. ("TBK")
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC and BK
- --------------------------------------------------------------------------------
(5) Check 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
385,654 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 ---------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With ---------------------------------------------------------
(9) Sole Dispositive Power
385,654 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
385,654 shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.32%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
================================================================================
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CUSIP No. P74823108
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Vanderbilt Partners, L.P. ("Vanderbilt")
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC and BK
- --------------------------------------------------------------------------------
(5) Check 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
74,790 shares, except that the general partners in
Vanderbilt, solely by reason of their positions as
such, may be deemed to have shared power to vote
these shares.
Number of Shares ---------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With ---------------------------------------------------------
(9) Sole Dispositive Power
74,790 shares, except that the general partners in
Vanderbilt, 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
74,790 shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.06%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
================================================================================
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PRELIMINARY NOTE
The persons filing this Amendment No. 2 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. 2 amends a
Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated March 4, 1999 (
the "Statement"). The filing of this Amendment No. 2 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. 2 relates to the Class A - Common Stock, $.01 par value
(the "Common Stock"), of Pan American Beverages, Inc. (the "Company"), which, to
the best knowledge of the persons filing this Amendment No. 2, is a company
organized under the laws of The Republic of Panama, with its principal executive
offices at Boulevard Manuel Avila Camacho, 40, 22nd Floor, Col. Lomas De
Chapultepec, Del Miguel Hidalgo, 11000, Mexico, D.F., Mexico.
This Amendment No. 2 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 1,2,4,6 and 7 of the Statement, as amended. Accordingly, those
Items are omitted from this Amendment No. 2.
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 8,937,234 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
$150,145,248.
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 384,654 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 $5,345,664.
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.
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.
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As of the date hereof, Vanderbilt beneficially owns directly 74,790 shares
of Common Stock (the "Vanderbilt Shares"), all of which shares were purchased in
open market transactions. The aggregate cost of the Vanderbilt Shares, including
brokerage commissions, was $1,400,270.
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 of
the Statement), 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 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 8,937,234 shares of Common Stock, which constitutes
approximately 7.31% of the 122,285,000 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 860 shares of Common Stock held in a
TBC Account for a charitable foundation of which Christopher H. Browne is a
trustee. Mr. Browne is a member of TBC and a general partner in TBK and
Vanderbilt.
Additionally, 58,550 shares of Common Stock are held in a TBC account for
the Tweedy, Browne Company LLC Profit Sharing Plan (the "Plan"). The TBC plan is
an employee benefit plan of which Christopher H. Browne and John D. Spears are
the trustees. Messrs. Browne and Spears are two of the Members of TBC and two of
the General Partners in TBK and Vanderbilt.
As of the date hereof, TBK beneficially owns directly 384,654 shares of
Common Stock, which constitutes approximately 0.32% of the 122,285,000 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 74,790 shares
of Common Stock, which constitutes approximately 0.06% of the 122,285,000 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 9,396,678
shares, which constitutes approximately 7.69% of the 122,285,000 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 and Vanderbilt,
respectively, is 9,396,678 shares, which constitutes approximately 7.69% of the
122,285,000 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 384,654 shares of Common Stock which constitutes approximately 0.32% of the
122,285,000 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.
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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 of the
Statement, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 8,937,234 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 8,655,051 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 8,655,051 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.
(c) No transactions in Common Stock effected by TBK and Vanderbilt during
the sixty-day period ended as of the date hereof. Transactions in Common Stock
effected by TBC during the sixty-day period ended as of the date hereof are set
forth below:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 08/24/99 2,000 $ 19 3/4
09/08/99 3,425 $ 17 4/16
09/08/99 1,725 $ 17 3/8
09/09/99 1,995 $ 17.675
09/10/99 4,100 $ 17 7/8
09/17/99 1,010 $ 16 13/16
09/27/99 700 $ 17 7/16
09/27/99 6,735 $ 16.8878
09/29/99 805 $ 16 5/8
10/01/99 2,000 $ 16 15/16
10/04/99 8,845 $ 16.1578
10/06/99 4,000 $ 15.6750
10/15/99 1,867,700 $ 14 3/4
10/19/99 505 $ 15 4/16
</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.
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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 Amendment No. 2
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: October 21, 1999
