<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 1)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 2)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
M&F WORLDWIDE CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
552541104
(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)
December 10, 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. 552541104
- --------------------------------------------------------------------------------
(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
1,209,952 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
Reporting Person 0 shares
With: ---------------------------------------------------------
(9) Sole Dispositive Power
0 shares, except that certain of the members of
TBC may be deemed to have sole power to vote
certain shares as more fully set forth herein.
---------------------------------------------------------
(10) Shared Dispositive Power
1,227,126 shares held in accounts of TBC (as
hereinafter defined).
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,227,126 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)
5.94%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
BD, IA & 00
================================================================================
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CUSIP No. 552541104
- --------------------------------------------------------------------------------
(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) [ ]
- --------------------------------------------------------------------------------
(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
0 shares
Number of Shares ---------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With ---------------------------------------------------------
(9) Sole Dispositive Power
0 shares
---------------------------------------------------------
(10) Shared Dispositive Power
0 shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
================================================================================
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CUSIP No. 552541104
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Vanderbilt Partners, L.P. ("Vanderbilt")
- --------------------------------------------------------------------------------
(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
0 shares
Number of Shares ---------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With ---------------------------------------------------------
(9) Sole Dispositive Power
0 shares
---------------------------------------------------------
(10) Shared Dispositive Power
0 shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
================================================================================
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PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 2 to a Statement on
Schedule 13D originally filed by Tweedy, Browne Company LLC , a Delaware limited
liability company ("TBC"), and dated as of July 9, 1998 (the "TBC Statement");
(b) Amendment No. 1 to a Statement filed on Schedule 13D originally filed by TBK
Partners, L.P., a Delaware limited partnership ("TBK") and dated as of May 26,
1999 (the "TBK Statement"); and (c) Amendment No. 2 to a Statement on Schedule
13D filed by Vanderbilt Partners, L.P., a Delaware limited partnership
("Vanderbilt") and dated as of July 9, 1998 (collectively the "Joint Amendment
No. 1"). However, the filing of this Joint Amendment No. 1 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").
This Joint Amendment No. 1 relates to the Common Stock, $.01 par value
(the "Common Stock"), of M&F Worldwide Corporation (the "Company"), which, to
the best knowledge of the persons filing this Joint Amendment No. 1, is a
company organized under the laws of Delaware, with its principal executive
offices located at 35 East 62nd Street, New York, NY 10021.
This Joint 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.
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, as amended. Accordingly,
those Items are omitted from this Joint Amendment No. 1.
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 1,227,126 shares of Common Stock, which constitutes
approximately 5.94% of the 20,657,000 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.
As a result of the disposition of 130,700 shares of Common Stock in
open market transactions, TBK does not beneficially own directly any shares of
the Common Stock.
As a result of the disposition of 45,000 shares of Common Stock in open
market transactions, 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
1,227,126 shares, which constitutes approximately 5.94% of the 20,657,000 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 Members may be deemed to be the beneficial owner by
reason of his being a Member of TBC and a general partner in TBK and Vanderbilt,
respectively, is 1,227,126 shares, which constitutes approximately 5.94% of the
20,657,000 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 0 shares of Common Stock which constitutes approximately 0% of the 20,657,000
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.
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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 of
the Statement, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 1,227,126 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 1,209,952 shares of Common Stock
held in certain TBC Accounts.
Each of the Members 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 1,209,952 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.
(c) Transactions in Common Stock effected by TBC, TBK and
Vanderbilt during the sixty-day period ended as of the date hereof are set forth
below:
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
TBC Accounts 10/19/99 265 $7 3/16
10/26/99 2,500 $7 1/4
10/28/99 1,840 $7 1/4
11/01/99 26,600 $7
11/09/99 5,045 $6
11/11/99 12,510 $6.0038
11/15/99 4,210 $6.0583
11/17/99 39,045 $5.7500
11/18/99 1,110 $5.8545
11/22/99 3,695 $5 7/8
11/23/99 11,100 $5.625
11/24/99 235 $5 11/16
11/30/99 540 $5 1/2
12/02/99 1,150 $5 5/8
12/03/99 1,195 $5 9/16
12/06/99 2,575 $5 13/16
12/07/99 1,385 $5 1/4
12/09/99 1,000 $5 3/8
12/10/99 20,425 $5 5/16
TBK: 11/17/99 130,700 $5.7500
VANDERBILT: 11/15/99 45,000 $6.0583
(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.
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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) Not applicable
SIGNATURE
Each of Tweedy, Browne Company LLC., 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 Joint Amendment
No. 1 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
VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne
---------------------------------
Christopher H. Browne
General Partner
Dated: December 13, 1999
