<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 3)*
of
TBK Partners, L.P.
Under the Securities Exchange Act of 1934
RDO EQUIPMENT COMPANY
(Name of Issuer)
Class A - Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
749413100
(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)
NOVEMBER 9, 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. 749413100
- --------------------------------------------------------------------------------
(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 587,095
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 0 shares
Reporting Person
With ---------------------------------------------------------
(9) Sole Dispositive Power
0 shares, except that certain of the members of TBC
may be deemed to have sole power to dispose of
certain shares as more fully set forth herein.
---------------------------------------------------------
(10) Shared Dispositive Power
596,240 shares held in accounts of TBC (as
hereinafter defined)
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
596,240 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)
10.40%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
BD, IA & 00
- --------------------------------------------------------------------------------
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CUSIP No. 749413100
- --------------------------------------------------------------------------------
(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) [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
100,000 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
Reporting Person 0 shares
With ---------------------------------------------------------
(9) Sole Dispositive Power
100,000 shares, except that certain of the general
partners in TBK, solely by reason of their
positions as such, may be deemed to have power to
vote these shares.
---------------------------------------------------------
(10) Shared Dispositive Power
0 shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 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)
1.75%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
- --------------------------------------------------------------------------------
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PRELIMINARY NOTE
The persons filing this Amendment No. 3 are (i) Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company and (ii) TBK Partners, L.P.
("TBK"), a Delaware limited partnership. This Amendment No. 3 amends a Statement
on Schedule 13D filed by TBC and TBK dated July 21, 1998 ( the "Statement"). The
filing of this Amendment No. 3 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. 3 relates to the Class A - Common Stock, $.01 par value
(the "Common Stock"), of RDO Equipment Company (the "Company"), which, to the
best knowledge of the persons filing this Amendment No. 3, is a company
organized under the laws of Delaware, with its principal executive offices at
2829 South University Drive, Fargo, North Dakota 58103.
This Amendment No. 3 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 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. 3.
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 596,240 shares of Common Stock, which constitutes approximately
10.40% of the 5,731,000 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 250 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 of TBK.
As of the date hereof, TBK beneficially owns directly 100,000 shares of
Common Stock, which constitutes approximately 1.75% of the 5,731,000 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
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 696,240 shares, which constitutes
approximately 12.15% of the 5,731,000 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 member of TBC and a general partner of TBK ,
respectively, is 696,240 shares, which constitutes approximately 12.15% of the
5,731,000 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
100,000 shares of Common Stock which constitutes approximately 1.75% of the
5,731,000 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.
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.
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(b) TBC has investment discretion with respect to 596,240 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 587,095 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 587,095 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) No transactions in Common Stock were effected by TBK 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
- --------- ---- ------------- ------------- ---------
TBC Accounts
<S> <C> <C>
09/27/99 2,125 $ 7.4972
09/29/99 400 $ 7 1/8
09/30/99 525 $ 6 5/8
10/04/99 1,990 $ 6.7842
10/06/99 1,215 $ 6 5/8
10/07/99 655 $ 6 1/2
10/19/99 100 $ 6 3/8
10/22/99 100 $ 6 3/8
10/26/99 1,400 $ 6.3895
10/29/99 1,000 $ 6 3/4
11/01/99 4,535 $ 6.3333
11/02/99 9,000 $ 6
11/08/99 1,455 $ 6 1/6
11/09/99 8,000 $ 6 1/8
</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 LLC 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 Amendment No. 3 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
Dated: November 15, 1999
