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, LLC
SCHEDULE 13D
(Amendment No. 2)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
Value City Department Stores, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
920387107
(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 6, 2000
(Date of Event which Required Filing of this Statement)
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).
<PAGE>
<PAGE>
CUSIP No. 920387107
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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) [x]
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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 2,607,984 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
2,707,357 shares held in accounts of TBC
(as hereinafter defined).
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,707,357 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [x]
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(13) Percent of Class Represented by Amount in Row (11)
8.06%
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(14) Type of Reporting Person (See Instructions)
BD, IA & 00
<PAGE>
CUSIP No. 920387107
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
TBK Partners, LLC (FKA TBK Partners, L.P.) ("TBK")
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ x]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC and BK
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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
201,205 shares, except that the
the members of TBC, solely by reason of
their being the manager of TBK,
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
201,205 shares, except that the
members of TBC, solely
by reason of their being the manager
of TBK, 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
201,205 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)
0.60%
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(14) Type of Reporting Person (See Instructions)
00
<PAGE>
CUSIP No. 920387107
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Vanderbilt Partners, L.P. ("Vanderbilt")
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
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(3) SEC Use Only
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(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) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
41,300 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
41,300 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
41,300 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)
0.12%
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(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
PRELIMINARY NOTE
The persons filing this Amendment No. 2 are (i) Tweedy, Browne Company
LLC ("TBC"), a Delaware limited liability company, (ii) TBK Partners, LLC
(formerly known as TBK Partners, L.P. ("TBK"), a Delaware limited liability
company and (iii) Vanderbilt Partners, L.P. ("Vanderbilt"), a Delaware limited
partnership. This Amendment No. 2 amends a Statement on Schedule 13D filed by
TBC, TBK and Vanderbilt dated April 9, 1999 (the "Statement"). The filing of
this Amendment No. 2 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 Amendment No. 2 relates to the Common Stock, no par value (the
"Common Stock") of Value City Department Stores, Inc. (the "Company"), which,
to the best knowledge of the persons filing this Amendment No. 2, is a company
organized under the laws of Ohio, with its principal executive offices located
at 3241 Westerville Road, Columbus, Ohio 43224.
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
investment discretion and sole or shared voting power (the "TBC Accounts").
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 1,4,6 and 7 of the Statement, as amended. Accordingly,
those Items are omitted from this Amendment No. 2.
ITEM 2. IDENTITY AND BACKGROUND
Other than as set forth herein, to the best knowledge of TBC, TBK and
Vanderbilt, there has been no material change in the information set forth in
Item 2 of the Statement, as amended.
(a) The managing member of TBK is TBC, the members of which are
Christopher H. Browne, William H. Browne and John D. Spears, Thomas H.
Shrager, Robert Q. Wyckoff, Jr. and AMG/TBC Holdings, Inc. ("Holdings") (the
"TBC Members"). The general partners of Vanderbilt are Christopher H. Browne,
William H. Browne and John D. Spears (the "Vanderbilt General Partners").
(b) The business address of each of TBC, TBK, Vanderbilt, the TBC
Members (except Holdings), and the Vanderbilt General Partners is 350 Park
Avenue, New York, NY 10022. The business address of Holdings is Two
International Place, 23rd Floor, Boston, MA 02110.
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 2,707,357 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 $24,991,371.
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 of the Statement), 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.
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.
As of the date hereof, TBK beneficially owns directly 201,205 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. The aggregate cost of the TBK Shares, including
brokerage commissions, was $1,705,272.
It is expected that funds used by TBK to purchase additional shares of
Common Stock, if additional shares are purchased by TBK (see Item 4 of the
Statement), will come from TBK's general funds, which include cash and cash
equivalents on hand and in banks.
TBK's general funds have included, and it is expected that they will
from time to time include, funds borrowed by it pursuant to an understanding
with Chase Manhattan Bank. As of the date hereof, TBK has a loan outstanding
with Chase Manhattan Bank in the amount $20,000. Borrowings made by TBK
pursuant to that understanding bear interest at the brokers' call rate in
effect from time to time at Chase Manhattan Bank. TBK's funds may also
include funds borrowed pursuant to a Line of Credit Agreement between TBK and
Boston Safe Deposit and Trust Company. Pursuant to the Line of Credit
Agreement, TBK may borrow up to $15,000,000 at the brokers' call rate charged
from time to time by Boston Safe Deposit and Trust Company. Borrowings made
by TBK pursuant to its understanding with Chase Manhattan Bank and the Line of
Credit Agreement with Boston Safe Deposit & Trust Company are secured by
securities owned by TBK; such borrowings are not secured by any TBK Shares.
No borrowing from Chase Manhattan Bank or Boston Safe Deposit and Trust
Company were made for the purpose of acquiring the TBK Shares. TBK reserves
the right to include all or any of the shares of Common Stock owned by it at
any time or from time to time, among the securities that serve as collateral
for such borrowings, subject to compliance with any applicable statutes and
regulations.
As of the date hereof, Vanderbilt beneficially owns directly 41,300
shares of Common Stock (the "Vanderbilt Shares"), all of which shares were
purchased in open market transactions. The aggregate cost of the Vanderbilt
Shares, including brokerage commissions, was $376,058.
It is expected that funds used by Vanderbilt to purchase additional
shares of Common Stock, if additional shares are purchased by Vanderbilt (see
Item 4 of the Statement), will come from Vanderbilt's general funds, which
include cash and cash equivalents on hand and in banks.
Vanderbilt's funds may include funds borrowed pursuant to a Line of
Credit Agreement between Vanderbilt and Boston Safe Deposit and Trust Company.
Pursuant to the Line of Credit Agreement, Vanderbilt may borrow up to
$2,000,000 at the brokers' call rate charged from time to time by Boston Safe
Deposit and Trust Company. Borrowings made by Vanderbilt pursuant to the Line
of Credit Agreement with Boston Safe Deposit and Trust Company are secured by
securities owned by Vanderbilt; such borrowings are not secured by any
Vanderbilt Shares. No borrowings from Boston Safe Deposit and Trust Company
were made by Vanderbilt for the purpose of acquiring the Vanderbilt Shares.
Vanderbilt reserves the right to include all or any of the shares of Common
Stock owned by it at any time or from time to time, among the securities that
serve as collateral for such borrowings, subject to compliance with applicable
statutes and regulations.
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 2,707,357 shares of Common Stock, which constitutes
approximately 8.06% of the 33,576,000 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 575 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 Member and is also a Vanderbilt
General Partner.
As of the date hereof, TBK beneficially owns directly 201,205 shares
of Common Stock, which constitutes approximately 0.60% of the 33,576,000
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 41,300
shares of Common Stock, which constitutes approximately 0.12 of the 33,576,000
shares of Common Stock which Vanderbilt believes to be the total number of
shares of Common Stock outstanding.
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 2,949,862 shares, which constitutes approximately 8.79% of the
33,576,000 shares of Common Stock, which the filing persons believe to be the
total number of shares of Common Stock outstanding. 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 of TBC which is the Manager of TBK, and
who are also Vanderbilt General Partners, may be deemed to be the beneficial
owner by reason of their being a Member of TBC and a general partner in
Vanderbilt, respectively, is 2,949,862 shares, which constitutes approximately
8.79% of the 33,576,000 shares of Common Stock outstanding. However, nothing
contained herein shall be construed as an admission that any of the Members of
TBC, some of whom are also Vanderbilt General Partners, 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.
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, as amended, beneficially owns any shares of
Common Stock.
(b) TBC has investment discretion with respect to 2,707,357 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 2,607,984 shares of Common
Stock held in certain TBC Accounts.
Each of the TBC Members, solely by reason of their positions 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;
(ii) shared power to vote or direct the vote of 2,607,984 shares of Common
Stock held in certain TBC Accounts and (iii) shared power to vote or direct
the vote of and to dispose or direct the disposition of the TBK Shares.
TBK has the sole power to vote or direct the voting of and 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
Vanderbilt General Partners, 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 were effected by Vanderbilt during the sixty-day
period ended as of the date hereof. 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 Other PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 09/13/00 250 $8 3/16
09/21/00 365 $8 1/2
09/22/00 2,150 $8 3/8
10/04/00 3,660 $8
10/06/00 710 $8
10/16/00 6,645 $7
10/18/00 26,400 $7.0497
10/19/00 20,500 $7.218800
10/24/00 100,000 $7 1/16
10/25/00 180,600 $7 1/2
10/26/00 *27,500
10/27/00 2,200 $7 9/16
10/30/00 9,000 $7 1/2
11/01/00 ** 5,605
11/03/00 142,980 $6.955700
11/06/00 57,315 $6 1/4
TBK Accounts 11/03/00 57,020 $6.955700
11/06/00 8,085 $6 1/4
* 27,500 shares of Common Stock were delivered out of a certain TBC Account
pursuant to the Client's instructions.
** 5,605 shares of Common Stock were delivered out of a certain TBC Account
pursuant to the Client's instructions.
</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 TBC Members
may be deemed to have such rights and powers solely by reason of being the
Members of TBC, which is the Manager of 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
Vanderbilt General Partners 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 ("TBC") TBK Partners, LLC
("TBK")and Vanderbilt Partners, L.P. ("Vanderbilt") after reasonable inquiry
and to the best of its knowledge and belief, hereby certifies that the
information set forth in this Amendment No. 2 is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By: /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
Member
TBK PARTNERS, LLC
By: Tweedy, Browne Company LLC,
Manager
By: /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
Managing Director
VANDERBILT PARTNERS, L.P.
By : /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
General Partner
Dated: November 6, 2000
