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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 4)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 2)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
ECHELON
INTERNATIONAL CORP.
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
278747100
(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)
MARCH 15, 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. 278747100
- ----------------------------------------------------------------------------
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
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) [x]
- ----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0%
- ----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
BD, IA & 00
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CUSIP No. 278747100
- ----------------------------------------------------------------------------
(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
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. 278747100
- ----------------------------------------------------------------------------
(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)
0.0%
- ----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
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PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 4 to a Statement on
Schedule 13D originally filed by Tweedy, Browne Company LLC , a Delaware
limited liability company ("TBC"), and dated as of February 18, 1999 (the
"TBC Statement"); (b) Amendment No. 4 to a Statement filed on Schedule 13D
originally filed by TBK Partners, L.P., a Delaware limited partnership ("TBK")
and dated as of February 18, 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 May 7, 1999.
(collectively the "Joint Amendment No. 2"). However, the filing of this
Joint 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 Joint Amendment No. 2 relates to the Common Stock, $.01 par value
(the "Common Stock"), of Echelon International Inc.(the "Company"), which, to
the best knowledge of the persons filing this Joint Amendment No. 2, is a
company organized under the laws of Florida, with its principal executive
offices located at One Progress Plaza, Suite 1500, St. Petersburg, Florida
33701.
This Joint Amendment No. 2 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 of 1934 (the "Act") as a result of the disposition of
their respective shares of Common Stock pursuant to a Tender Offer (the "Offer")
made by EIN Acquisition Corp., a Florida Corporation and a direct wholly-owned
subsidiary of ETA Holding LLC (the "Parent"), a Delaware limited liability
company dated January 28, 2000, to purchase all the issued and outstanding
shares of Common Stock at a purchase price of $34.00 per Share net to the seller
in cash, without interest thereon, (the "Offer Price"). The Offer was made
pursuant to an Agreement and Plan of Merger, dated as of January 21 2000, by and
among the Company, Purchaser and Parent (the "Merger").
This Joint 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.
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. 2.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the disposition of 389,801 shares of Common Stock
tendered pursuant to the Merger, TBC does not beneficially own directly any of
the shares of Common Stock.
As a result of the disposition of 28,500 shares of Common Stock tendered
pursuant to the Merger, TBK does not beneficially own directly any of the shares
of Common Stock.
As a result of the disposition of 16,000 shares of Common Stock tendered
pursuant to the Merger, Vanderbilt does not beneficially own directly any of the
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 0 shares,
which constitutes approximately 0% of the
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6,719,938 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 0 shares, which constitutes approximately 0% of the 6,719,938
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 6,719,938
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) Not applicable.
(c) On March 10, 2000, TBK and Vanderbilt tendered 28,500 shares of
Common Stock and 16,000 shares of Common Stock, respectively, pursuant to the
terms of the Merger for $34.00 per share. On March 10, 13 and 15, respectively,
TBC tendered a total of 389,801 shares of Common Stock pursuant to the terms of
the Merger for $34.00 per share.
(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) TBK and Vanderbilt ceased to be the beneficial owner of more than 5%
of the Common Stock on March 10, 2000. TBC ceased to be the beneficial owner of
more than 5% of the Common Stock on March 15, 2000.
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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. 2 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: March 23, 2000
