<PAGE> 1
August 13, 1996
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Ben Franklin Stores, Inc.
500 East North Avenue
Carol Stream, IL 60188-2158
Re: Ben Franklin Stores, Inc.
Amendment No. 6 to a Statement on Schedule 13D filed by
Tweedy, Browne Company L.P.
Dear Sirs:
Tweedy, Browne Company L.P. ("TBC") furnishes you herewith, pursuant to
Section 13(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, one copy of Amendment No. 6 to a Statement
on Schedule 13D (the "Amendment No. 6"), relating to ownership of TBC of Common
Stock of Ben Franklin Stores, Inc. The Statement has been filed today with the
Securities and Exchange Commission.
Very truly yours,
M. Gervase Rosenberger
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.6)*
of
Tweedy, Browne Company L.P.
Under the Securities Exchange Act of 1934
BEN FRANKLIN STORES, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
081499105
(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 31, 1996
(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> 4
- -------------------------------------- ----------------------------------------
CUSIP No. 08149910-5 Page 3 of 8 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
- --------------------------------------------------------------------------------
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 254,074 shares held in certain TBC Accounts
(as hereinafter defined). Additionally, certain of
NUMBER OF the general partners of TBC may be deemed to have sole
power to vote certain shares as more fully set forth
SHARES herein.
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0 shares
OWNED BY
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0 shares, except that certain of the general partners
REPORTING of TBC may be deemed to have sole power to dispose of
certain shares as more fully set forth herein.
PERSON ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 297,465 shares held in accounts of TBC (as hereinafter
defined).
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,465 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)
5.41%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD IA & PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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PRELIMINARY NOTE
The person filing this Amendment No. 6 is (i) Tweedy, Browne Company L.P.
("TBC"), a Delaware limited partnership. This Amendment No. 6 amends a Statement
on Schedule 13D filed by TBC dated May 20, 1996 (the "Statement"). The filing of
this Amendment No. 6 should not be deemed an admission that TBC comprises 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. 6 relates to the Common Stock, $0.01 par value (the
"Common Stock"), of Ben Franklin Stores, Inc. (the "Company"), which, to the
best knowledge of the person filing this Amendment No. 6, is a company organized
under the laws of Delaware, with its principal executive offices located at 500
East North Avenue, Carol Stream, IL 60188-2168.
This Amendment No. 6 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, 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. 6.
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 297,465 shares of Common Stock, which constitutes approximately
5.41% of the 5,500,000 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.
TBC 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 could be deemed to be the beneficial owner as of
the date hereof, is 297,465 shares, which constitutes approximately 5.41% of the
5,500,000 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 General Partners may be deemed to be the beneficial owner
by reason of his being a general partner of TBC is 297,465 shares, which
constitutes approximately 5.41% of the 5,500,000 shares of Common Stock
outstanding. However, nothing contained herein shall be construed as an
admission that any of the General Partners 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.
Except as described herein, to the best knowledge of TBC, no person who may
be deemed to comprise a group with any of TBC or any other person named in Item
2 hereof, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 297,465 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 254,079 shares of Common Stock held in
certain TBC Accounts.
<PAGE> 6
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 254,079 shares of Common Stock
held in certain TBC Accounts.
<TABLE>
(c) Information with respect to all transactions in Common Stock effected
by TBC during the 60-day period ended as of the date hereof are as follows:
<CAPTION>
NO. OF SHARES NO. OF SHARES
TBC ACCOUNTS PURCHASED SOLD PRICE PER SHARE
<S> <C> <C>
07/03/96 500 $ 7/8
07/22/96 29,900 $ 5/16
07/29/96 30,000 $ 11/32
07/30/96 34,500 $ 11/32
07/31/96 37,500 $. 34375
</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.
(e) Not applicable.
SIGNATURE
Tweedy, Browne Company 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
Dated: August 13, 1996
