<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)*
of
Tweedy, Browne Company L.P.
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
LDI CORPORATION
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
501825103
(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)
May 6, 1996
(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
SCHEDULE 13D
CUSIP No. 501825103 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/
________________________________________________________________________________
3 SEC USE ONLY
00
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
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 263,415 shares held in certain TBC Accounts
NUMBER OF (as hereinafter defined). Additionally, certain of the
general partners of TBC may be deemed to have sole power
SHARES to vote certain shares as more fully set forth herein.
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0 shares
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
O shares, except that certain of the general partners
PERSON of TBC may be deemed to have sole power to dispose of
certain shares as more fully set forth herein.
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
275,515 shares held in accounts of TBC
(as hereinafter defined)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,515 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.10%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
BD & IA
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 4
SCHEDULE 13D
CUSIP No. 501825103 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
NUMBER OF
0 shares
SHARES
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0 shares
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
0 shares
WITH _________________________________________________________________
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
<PAGE> 5
SCHEDULE 13D
CUSIP No. 501825103 Page ______ of ______ 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
NUMBER OF
0 shares
SHARES
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0 shares
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
0 shares
WITH _________________________________________________________________
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
<PAGE> 6
PRELIMINARY NOTE
This Amendment No. 4 is being filed because the filing persons are no
longer subject to the reporting requirements of Section 13(d) of the Securities
Exchange Act of 1934 as a result of the disposition of their respective shares
of Common Stock pursuant to a merger between NationsCredit Commercial Corp. and
LDI Corporation (the "Company") (the "Merger"). The Merger was approved by the
Company's shareholders on April 28, 1996. In accordance with the terms of the
Merger, each share of Common Stock of the Company was tendered for $4.10 per
share.
This Amendment No. 4 is being filed by Tweedy, Browne Company L.P.
("TBC"), TBK Partners, L.P. ("TBK") and Vanderbilt Partners, L.P. ("Vanderbilt")
who may be deemed to be members of a group. However, 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").
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations, each of TBC, TBK and Vanderbilt hereby amend their respective
Statements on Schedule 13D, relating to the Common Stock of LDI Corporation.
TBC, TBK and Vanderbilt filed a Statement on Schedule 13D, dated as of April 8,
1993.
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the disposition of 116,910 shares of Common Stock
tendered pursuant to a Merger, as of the date hereof, TBC may be deemed to be
the beneficial owner of an aggregate of 275,515 shares of Common Stock, which
constitutes approximately 4.10% of the 6,727,457 shares of Common Stock which
TBC 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
tendered pursuant to the merger, as of the date hereof, TBK does not
beneficially own directly any shares of Common Stock.
As a result of the disposition of 13,400 shares of Common Stock
tendered pursuant to the merger as of the date hereof, Vanderbilt does not
beneficially own directly any shares of 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
275,515 shares, which constitutes approximately 4.10% of the 6,727,457 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 General Partners may be deemed to be the beneficial
owner by reason of his being a general partner of TBC, TBK and Vanderbilt,
respectively, is 275,515 shares, which constitutes approximately 4.10% of the
6,727,457 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 6,727,457
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.
<PAGE> 7
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
hereof, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 275,515 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 263,415 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 263,415 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.
On May 3, 1996, TBK and Vanderbilt tendered 40,000 shares of Common
Stock and 13,400 shares of Common Stock respectively, pursuant to the terms of
the Merger for $4.10 per share. On May 3 and 6, 1996, TBC tendered 102,410
shares of Common Stock and 14,500 shares of Common Stock respectively, pursuant
to the terms of the Merger for $4.10 per share. As stated hereinabove, TBC has
instructed the various custodians of the remaining 275,515 shares of Common
Stock held for the benefit of the TBC Accounts to tender such shares.
(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) TBK and Vanderbilt ceased to be the beneficial owner of any shares
of Common Stock on May 3, 1996. TBC ceased to be the beneficial owner of more
than 5% of Common Stock on May 6, 1996.
<PAGE> 8
SIGNATURE
Each of Tweedy, Browne Company L.P., 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 L.P.
By _______________________
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By _______________________
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By _______________________
Christopher H. Browne
General Partner
Dated: May 21, 1996
