<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 1)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
O'SULLIVAN CORPORATION
(Name of Issuer)
Common Stock, Par Value $ 1.00 PER SHARE
(Title of Class of Securities)
688605104
(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 15, 1999
(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. 688605104 SCHEDULE 13D Page ___ of ___ Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company LLC ("TBC")
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5. CHECK BOX 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 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0 shares
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD IA & 00
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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- --------------------------- ---------------------------
CUSIP No. 688605104 SCHEDULE 13D Page ___ of ___ Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P. ("Vanderbilt")
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC and BK
- --------------------------------------------------------------------------------
5. CHECK BOX 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 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0 shares
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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PRELIMINARY NOTE
The persons filing this Amendment No. 1 are Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company, and (ii) Vanderbilt Partners,
L.P. ("Vanderbilt") , a Delaware limited partnership. This Amendment No. 1
amends a Statement on Schedule 13D filed by TBC and Vanderbilt dated April 13,
1998 (the "Statement"). However, the filing of this Amendment No. 1 should not
be deemed an admission that TBC 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. 1 relates to the Common Stock, $1.00 par value (the
"Common Stock") of O'Sullivan Corporation (the "Company"), which, to the best
knowledge of the persons filing this Amendment No. 1, is a company organized
under the laws of Virginia with its principal executive offices at 1944 Valley
Avenue, P.O. Box 3510, Winchester, Virginia 22601.
This Amendment No. 1 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 or
shared voting power.
This Amendment No. 1 is being filed because the filing persons are no
longer subject to the filing requirements of Section 13(d) of the Securities
Exchange Act of 1934, as a result of the disposition of their respective shares
of Common Stock pursuant to a Tender Offer by TGC Acquisition Company ("TGC") a
Virginia Corporation and a wholly owned subsidiary of The Geon Company ("Geon"),
in which TGC offered to purchase for cash, at a price of $12.25 per share, all
outstanding shares of the common stock, of O'Sullivan Corporation (the "Tender
Offer"). The Tender Offer was approved by the Board of Directors of the Company
on July 8, 1999. In accordance with the terms of the Tender Offer, shareholders
of the Company tendered all outstanding shares of the common stock for $12.25
per share.
Other than as set forth below, to the best knowledge of TBC and Vanderbilt,
there has been no material change in the information set 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. 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC does not beneficially own directly any
shares of the Common Stock.
As a result of the disposition of 30,800 shares of Common Stock pursuant to
the Tender Offer, Vanderbilt does not beneficially own directly any shares of
Common Stock.
Each of TBC and Vanderbilt disclaims that it is the beneficial owner of any
of the shares of Common Stock held in the TBC Accounts.
Each of TBC and Vanderbilt disclaims beneficial ownership of Common Stock
held by the other. Except as described herein, to the best knowledge of TBC and
Vanderbilt, no person who may be deemed to comprise a group with any of TBC,
Vanderbilt, or any other person named in Item 2 hereof, beneficially owns any
shares of Common Stock.
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(c) On July 15, 1999, TBC tendered 719,809 shares of Common Stock for
$12.25 per share pursuant to the terms of the Tender Offer. On July 15, 1999,
Vanderbilt tendered 30,800 shares of Common Stock for $12.25 per share pursuant
to the terms of the Tender Offer
(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 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 and Vanderbilt ceased to be the beneficial owner of more than 5% of
the Common Stock on July 15, 1999.
SIGNATURE
Each of Tweedy, Browne Company LLC 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. 1 is true, complete and
correct.
TWEEDY, BROWNE COMPANY LLC
By /s/ Christopher H. Browne
------------------------------------
Christopher H. Browne
Member
VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne
------------------------------------
Christopher H. Browne
General Partner
Dated: July 22, 1999
