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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
of
Tweedy, Browne Company LLC
Under the Securities Exchange Act of 1934
Spacelabs Medical Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
846247104
(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 28, 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. 976592105
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Tweedy, Browne Company LLC ("TBC")
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
(2)(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
TBC has sole voting power with respect to
1,205,213 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
1,237,763 shares held in certain TBC
Accounts (as hereinafter defined).
Additionally, certain of the Members of
TBC may be deemed to have sole power to
dispose of certain shares as more fully set
forth herein.
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(10) Shared Dispositive Power
0 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,237,763 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) []
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(13) Percent of Class Represented by Amount in Row (11)
12.96%
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(14) Type of Reporting Person (See Instructions)
BD, IA & 00
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PRELIMINARY NOTE
The person filing this Amendment No. 5 is Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company. This Amendment No. 5 amends a
Statement on Schedule 13D filed by TBC and TBK Partners, LLC ("TBK") (formerly
known as TBK Partners, L.P.), a Delaware limited liability company, dated July
21, 1998 (the "Statement"). As a result of a reorganization, TBC is the Managing
Member of TBK and as such may now be deemed to be the sole beneficial owner of
shares held by TBK. The filing of this Amendment No. 5 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. 5 relates to the Common Stock, $0.01 par value (the
"Common Stock") of Spacelabs Medical Inc. (the "Company"), which, to the best
knowledge of the persons filing this Amendment No. 5, is a company organized
under the laws of Delaware, with its principal executive offices located at
15220 N.E. 40th Street, P. O. Box 97013, Redmond, VA 98073-9713.
This Amendment No. 5 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 clients of TBC with respect to which it has investment
discretion and sole or shared voting power (the "TBC Accounts").
Other than as set forth herein, to the best knowledge of TBC, there has
been no material change in the information set forth in response to Items 1,2 6
and 7 of the Statement, as amended. Accordingly, those Items are omitted from
this Amendment No. 5.
ITEM 2. IDENTITY AND BACKGROUND
Other than as set forth herein, to the best knowledge of TBC, there has
been no material change in the information set forth in Item 2 of the Statement,
as amended.
(a) The members of TBC are Christopher H. Browne, William H. Browne, John
D. Spears, Thomas H. Shrager, Robert Q. Wyckoff, Jr. (the "TBC Members") and
AMG/TBC Holdings, Inc. ("Holdings"). Messrs. Christopher H. Browne, William H.
Browne and John D. Spears are members of the management committee that operates
TBC on a daily basis including making investment decisions (the "TBC Committee
Members").
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the number of shares with respect to which TBC may
be deemed to be the beneficial owner is 1,237,763 shares of Common Stock (the
"TBC Shares"). Such shares are held in the accounts of various customers of TBC
with respect to which TBC has obtained investment discretion and sole or shared
voting authority (the "TBC Accounts"). All of the TBC Shares were purchased in
open market transactions. The aggregate cost of the TBC Shares, including
brokerage commissions, was $16,814,520.
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The TBC Shares are held in the TBC Accounts, the funds therefor coming from
the funds on hand in each individual managed account and in certain instances
from standard margin account borrowings from brokerage accounts maintained at
U.S. Clearing. It is expected that the funds used by the TBC Accounts to
purchase additional shares of Common Stock, if additional shares are purchased
by the TBC Accounts (see Item 4 hereof), will come from the funds on hand for
each individual managed account, some of which funds may be borrowed pursuant to
margin accounts maintained at U.S. Clearing or borrowings made pursuant to
arrangements or Line of Credit Agreements with certain clients' custodian banks.
Borrowings made by certain TBC Accounts pursuant to such margin accounts are
secured by margin securities owned by the respective accounts, including some of
the TBC Shares. Interest on outstanding borrowings under such margin accounts
ranges from 1/2% to 2% over the brokers' call rate in effect from time to time
at The Bank of New York, New York, New York, depending upon the amount of
outstanding borrowings at any given time.
ITEM 4. PURPOSE OF TRANSACTION
The TBC Accounts have acquired the shares of Common Stock owned by it for
investment purposes and for none of the reasons enumerated in Item 4 of Schedule
13D, except as set forth herein. TBC may dispose of all or some of the TBC
Shares, or may acquire additional shares of Common Stock from time to time,
depending upon price and market conditions, evaluation of alternative
investments, and other factors. However, the TBC Shares are subject to client
directions; e.g., should a TBC Account decide to liquidate, TBC would be
instructed to sell certain of the TBC Shares.
On December 28, 2000, TBC sent a letter to the Company's management and
Board of Directors urging them to continue to explore all strategic alternatives
to maximize shareholder value, including but not limited to a possible purchase
of the Company by Cardiac Science for $15 per share or more. A copy of TBC's
letter is attached as Exhibit 99.2.
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 1,237,763 shares of Common Stock, which constitutes
approximately 12.96% of the 9,548,418 shares of Common Stock as reported in the
Company's Form 10Q for the Quarter Ended September 30, 2000, 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. Nothing contained herein shall be
construed as an admission that TBC is the beneficial owner of any of the TBC
Shares.
Also included in the TBC Shares are 270 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 TBC Committee Member.
The TBC Committee Members may be deemed to be the beneficial owner by
reason of their being a Member of TBC of 1,237,763 shares, which constitutes
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approximately 12.96% of the 9,548,418 shares of Common Stock outstanding.
However, nothing contained herein shall be construed as an admission that any of
the TBC Members is the beneficial owner of any shares of Common Stock.
(b) TBC has investment discretion with respect to 1,237,763 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 1,205,213 shares of Common Stock
held in certain TBC Accounts.
Each of the TBC Committee Members, solely by reason of his position as
such, may be deemed to have (i) shared power to dispose 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 1,205,213 shares of Common Stock
held in certain TBC Accounts. However, each of the TBC Committee Members
disclaims beneficial ownership of any of the shares of Common Stock held in the
TBC Accounts.
(c) Transactions in Common Stock effected by TBC during the 60-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 Other PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 11/03/00 3,000 $ 11
11/06/00 2,500 $ 10.9375
11/06/00 105 $ 10.6875
11/20/00 2,525 $ 11.3632
11/21/00 410 $ 12
11/22/00 2,925 $ 12.9375
11/29/00 913 $ 13.50
11/30/00 3,740 $ 13.3750
12/01/00 5,260 $ 13.0043
12/06/00 500 $ 13.50
12/07/00 600 $ 13.1250
12/11/00 370 $ 13.250
12/18/00 215 $ 13
</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) Not applicable.
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SIGNATURE
TBC, after reasonable inquiry and to the best of its knowledge and belief,
hereby certifies that the information set forth in this Amendment No.5 is true,
complete and correct.
TWEEDY, BROWNE COMPANY LLC
By: /s/ Christopher H. Browne
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Christopher H. Browne
Member
Dated: December 28, 2000
