<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 2)*
of
TBK Partners, L.P.
Under the Securities Exchange Act of 1934
CASTLE & COOKE INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
148433105
(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)
APRIL 4, 2000
(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. 148433105
- --------------------------------------------------------------------------------
(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 205,249
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 vote certain Share as
more fully set forth herein.
---------------------------------------------------------
(10) Shared Dispositive Power
206,669 shares held in accounts of
TBC (as hereinafter defined).
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
206,669 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)
1.21%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
BD, IA & 00
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CUSIP No. 148433105
- --------------------------------------------------------------------------------
(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
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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PRELIMINARY NOTE
The persons filing this Amendment No. 2 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. 2 amends a Statement
on Schedule 13D filed by TBC and TBK dated January 8, 1999 ( the "Statement").
The filing of this Amendment No. 2 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. 2 relates to the Common Stock, no par value (the
"Common Stock"), of Castle & Cooke Inc. (the "Company"), which, to the best
knowledge of the persons filing this Amendment No. 2, is a company organized
under the laws of Delaware, with its principal executive offices at 10900
Wilshire Boulevard, Suite 1600, Los Angeles, CA 90024.
This Amendment No. 2 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. 2 is being filed because the filing persons are no
longer subject to the filing requirements under Section 13(d) of the Securities
Exchange Act of 1934, as a result of the disposition of their respective shares
of Common Stock in open market transactions.
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. 2.
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 206,669 shares of Common Stock, which constitutes
approximately 1.21% of the 17,015,958 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 107,300 shares in open market
transactions, TBK does not beneficially own directly any of the shares of Common
Stock.
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 206,669 shares, which constitutes
approximately 1.21% of the 17,015,958 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 and TBK , respectively, is
206,669 shares, which constitutes approximately 1.21% of the 17,015,958 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 17,015,000 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.
(b) TBC has investment discretion with respect to 206,669 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
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power to vote or to direct the voting of 205,249 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 205,249 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) Transactions in Common Stock effected by TBC and TBK 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
<S> <C> <C> <C> <C>
TBC Accounts 02/14/00 615 $ 12 5/16
02/15/00 160 $ 12 1/4
02/23/00 6,000 $ 12.1833
02/25/00 3,705 $ 12.3176
03/08/00 590 $ 13.1806
03/13/00 245 $ 12 3/8
03/14/00 3,660 $ 12.3125
03/23/00 2,350 $ 12 1/4
03/24/00 20,500 $ 12 1/2
03/28/00 200 $ 12 3/16
03/29/00 10,750 $ 12 1/16
03/30/00 130,800 $ 16.8559
03/31/00 50,000 $ 16 7/8
04/03/00 274,294 $ 16.87500
TBK: 04/03/00 107,300 $ 16.87501
</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) TBC and TBK ceased to be the beneficial owner of more than 5% of
the shares of Common Stock on April 4, 2000.
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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 Statement is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By /s/ Christopher H. Browne
----------------------------------
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By /s/ Christopher H. Browne
-----------------------------------
Christopher H. Browne
General Partner
Dated: April 11, 2000
