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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.7)*
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)
0814991105
(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)
AUGUST 16, 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).
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SCHEDULE 13D
CUSIP No. 081499105 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 223,839 shares held in certain TBC accounts
(as hereinafter defined). Additionally, certain of the
general partners 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 general partners of
WITH TBC may be deemed to have sole power to dispose of
certain shares as more fully set forth herein.
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
257,965 shares held in accounts of TBC (as hereinafter
defined).
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,965 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXLUDES CERTAIN SHARES*
/X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.69%
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14 TYPE OF REPORTING PERSON*
BD IA & PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
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PRELIMINARY NOTE
The person filing this Amendment No. 7 is (i) Tweedy, Browne Company
L.P. ("TBC"), a Delaware limited partnership. This Amendment No. 7 amends a
Statement on Schedule 13D filed by TBC dated May 20, 1993 (the "Statement"). The
filing of this Amendment No. 7 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. 7 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. 7, 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. 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 person is 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
shares of Common Stock in open market transactions.
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. 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 257,965 shares of Common Stock, which constitutes
approximately 4.69% 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 257,965 shares, which constitutes approximately 4.69% of the
5,500,000 shares of Common Stock, which the filing person believes 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 respectively, is 257,965
shares, which constitutes approximately 4.69% 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 257,965 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 223,839 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 223,839 shares of
Common Stock held in certain TBC Accounts.
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(c) Information with respect to all transactions in Common Stock
effected by TBC since August 13, 1996, the date of the filing person's last
filing on Schedule 13D, and ended as of the date hereof, is set forth below:
<TABLE>
<CAPTION>
NO. OF SHARES
TBC ACCOUNTS SOLD PRICE PER SHARE
<C> <C> <C>
08/15/96 16,500 $ 7/32
08/16/96 23,000 $ 7/32
</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) TBC ceased to be the beneficial owner of more than 5% of Common
Stock on August 16, 1996.
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 26, 1996
