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.
SCHEDULE 13D
(Amendment No. 3)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
SOLA INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
834092108
(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)
May 9, 2000
(Date of Event which Required Filing of this Statement)
<PAGE>
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
theAct, but shall be subject to all the provisions of the Act (however, see
the Notes).
<PAGE>
<PAGE>
CUSIP No. 834092108
- ----------------------------------------------------------------------------
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 1,005,639 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 shares as more
fully set forth herein.
-------------------------------------------------------
(10) Shared Dispositive Power
1,043,663 shares held in accounts of TBC
(as hereinafter defined).
- ----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,043,663 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)
4.19%
- ----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
BD, IA & 00
<PAGE>
CUSIP No. 834092108
- ----------------------------------------------------------------------------
(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
91,930 shares, except that the
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 0 shares
Reporting Person
With: -----------------------------------------------------
(9) Sole Dispositive Power
91,930 shares, 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.
-----------------------------------------------------
(10) Shared Dispositive Power
0 shares
- ----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
91,930 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)
0.37%
- ----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No. 834092108
- ----------------------------------------------------------------------------
(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
35,755 shares, except that the general
partners in Vanderbilt, 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 0 shares
Reporting Person ------------------------------------------------------
With: (9) Sole Dispositive Power
35,755 shares, except that the general
partners in Vanderbilt, solely by
reason of their positions as such, may
be deemed to have shared power to
vote these shares.
-------------------------------------------------------
(10) Shared Dispositive Power
0 shares
- ----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
35,755 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%
- ----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
PRELIMINARY NOTE
The persons filing this Amendment No. 3 are Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company, (ii) TBK Partners, L.P.
("TBK"), a Delaware limited partnership and (iii) Vanderbilt Partners, L.P.
("Vanderbilt"), a Delaware limited partnership. This Amendment No. 3 amends a
Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated December 1,
1999. (the "Statement"). The filing of this Amendment No. 3 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 Exchange Act of 1934, as amended
(the "Act"). However, the filing of this Amendment No. 3 should not be deemed
an admission that TBC, TBK and Vanderbilt comprise a group within the meaning
of Sectino 13(d)(3) of the Securities Exhange Act of 1934, as amended.
This Amendment No. 3 relates to the Common Stock, $.01 par
value (the "Common Stock"), of Sola International, Inc. (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 located at 2420 Sand Hill Road, Suite 200, Menlo Park, CA 94025.
This Amendment No. 3 is being filed because the filing persons are no
longer subject to the reporting requirements of Section 13(d)(3) of the
Securities Exchange Act (the "Act") as a result of the disposition of their
respective shares of Common Stock in open market transactions.
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, 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 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 1,043,663 shares of Common Stock, which constitutes
approximately 4.19% of the 24,937,216 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 of the date hereof, TBK beneficially owns directly 91,930 shares
of Common Stock, which constitutes approximately 0.36% of the 24,937,216
shares of Common Stock which TBK believes to be the total number of
shares of Common Stock outstanding.
As of the date hereof, Vanderbilt beneficially owns directly 35,755
shares of Common Stock, which constitutes approximately 0.14% of the
24,937,216 shares of Common Stock which Vanderbilt believes to be the total
number of shares of Common Stock outstanding.
Also included in the TBC shares are 635 shares of Common Stock held in a
certain TBC Account for a charitable foundation of which Christopher H. Browne
is a trustee. Mr. Browne is a member of TBC and is also a general partner in
TBK and Vanderbilt.
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 1,171,348 shares, which constitutes approximately 4.70% of the
24,937,216 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 1,171,348 shares, which constitutes
approximately 4.70% of the 24,937,216 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 91,930 shares of Common Stock which
constitutes approximately 0.37% of the 24,937,216 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, 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 1,043,663 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 1,005,639 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 1,005,639 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) No transactions in Common Stock were effected by TBK since April
24, 2000, the date of the filing persons' last filing on Schedule 13D.
Transactions in Common Stock effected by TBC and Vanderbilt since April 24,
2000, the date of the filing persons' last filing on Schedule 13D 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 04/25/00 20,580 $4.5769
04/28/00 54,445 $4.4879
05/03/00 31,925 $4.5092
Vanderbilt: 05/03/00 4,075 $4.5092
</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.
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) TBC, TBK and Vanderbilt ceased to be the beneficial owner of
more than 5% of the Common Stock on May 9, 2000.
<PAGE>
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 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
VANDERBILT PARTNERS, L.P.
By : /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
General Partner
Dated: May 19, 2000
