<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 1)*
of
TBK Partners, L.P.
Under the Securities Exchange Act of 1934
UNITED FOODS, INC.
(Name of Issuer)
Common Stock, Par Value $1.00 per Share
(Title of Class of Securities)
910365303
(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)
JULY 3, 1997
(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).
<PAGE> 3
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CUSIP No. 910365303 Page of Pages
--------- --- ----
- ----------------------------------------- --------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company L.P. ("TBC")
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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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
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7. SOLE VOTING POWER TBC has sole voting power with
NUMBER OF respect to 0 shares held in certain TBC accounts
(as hereinafter defined). Additionally, certain of
SHARES the general partners of TBC may be deemed to have sole
power to vote certain shares as more fully set forth
BENEFICIALLY herein.
------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0 Shares
------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 0 Shares, except that certain
of TBC may be deemed to have sole power to dispose of
PERSON certain shares as more fully set forth herein.
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WITH 10. SHARED DISPOSITIVE POWER
0 shares held in accounts of TBC (as herein after
defined).
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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%
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14. TYPE OF REPORTING PERSON*
BD, IA, & PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 910365303 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/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC and BK
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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
NUMBER OF
SHARES 0 Shares
------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0 Shares
------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0 Shares
PERSON ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
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!
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PRELIMINARY NOTE
The persons filing this Amendment No. 1 are (i) Tweedy, Browne Company L.P.
("TBC"), a Delaware limited partnership, 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 March 21, 1996 ( 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, $1.00 par value (the
"Common Stock"), of United Foods, Inc. (The "Company"), which, to the best
knowledge of the persons filing this Amendment No. 1, is a company organized
under the laws of Delaware, with its principal executive offices at 10 Pictsweet
Drive, Bells, TN 38006.
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 also contains information regarding
shares that are held in a TBC account for the Tweedy, Browne Company L.P. Profit
Sharing Plan ( the "TBC Plan"), an employee benefit plan of which Christopher H.
Browne and John D. Spears are the sole trustees (see Item 5 hereof).
This Amendment No. 1 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 of 1934 (the "Act") as a result of the disposition of
their respective shares of Common Stock pursuant to a Tender Offer by United
Foods, Inc. to its shareholders to purchase back shares of the Common Stock at
$2.50 per share (the "Tender Offer").
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. 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the disposition of 306,453 shares of Common Stock
pursuant to the Tender Offer, as of the date hereof, TBC does not beneficially
own any shares of Common Stock.
Additionally, 6000 shares of Common Stock held in a TBC Account for the TBC
Plan were also tendered pursuant to the Tender Offer. The TBC Plan is an
employee benefit plan of which Christopher H. Browne and John D Spears are the
sole trustees. Messrs. Browne and Spears are two of the general partners in TBC
and TBK.
As a result of the disposition of 22,800 shares of Common Stock pursuant to
the Tender Offer, TBK does not beneficially own 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 0 shares, which constitutes
approximately 0 % of the 5,108,550 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.
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The aggregate number of shares and percentage of Common Stock with respect
to which each of the General Partners may be deemed to be the beneficial owner
by reason of his being a general partner of TBC, and TBK respectively, is 0
shares, which constitutes approximately 0% of the 5,108,550 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 0 shares of Common Stock which
constitutes approximately 0 % of the 5,108,550 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 0 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 0 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 0 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 as follows:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE TENDERED SOLD PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 06/25/97 2,370 $2 5/16
07/03/97 306,453 $2.50
TBK: 07/03/97 22,800 $2.50
</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.
(e) Not applicable.
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SIGNATURE
Each of Tweedy, Browne Company L.P. 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 Statement is true, complete and correct.
TWEEDY, BROWNE COMPANY L.P.
By
-------------------------------------
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By
-------------------------------------
Christopher H. Browne
General Partner
Dated: July 11, 1997
