<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.3)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. )*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 3)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
PINKERTON'S, INC.
(Name of Issuer)
Common Stock, Par Value $.001 per Share
(Title of Class of Securities)
723429106
(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 25, 1996
(Date of Event which Required Filing of this Statement)
<PAGE> 2
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 [ X ]. (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> 3
SCHEDULE 13D
CUSIP No. 723429106 Page ___ of ___ Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company L.P. ("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. TBC has sole voting power with respect
to 505,295 shares held in certain TBC Accounts (as herein-
after defined). Additionally, certain of the general
NUMBER OF partners of TBC may be deemed to have sole power to vote
SHARES certain shares as more fully set forth herein.
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0 shares
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0 shares, except that certain of the general partners of
TBC may be deemed to have sole power to dispose of
certain shares as more fully set forth herein.
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
574,960 shares held in accounts of TBC
(as hereinafter defined)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,960 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)
6.89%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD,IA & PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
<PAGE> 4
SCHEDULE 13D
CUSIP No. 723429106 Page ___ of ___ Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P. ("TBK")
- --------------------------------------------------------------------------------
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 15,500 shares, except that the general
partners in TBK, solely by reason of their
NUMBER OF positions as such, may be deemed to have shared power
SHARES to vote these shares.
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0 shares
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
15,500 shares, except that 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
15,500 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.19%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP No. 723429106 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*
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 12,100 shares, except that the general
partners in Vanderbilt, solely by reason of their positions
NUMBER OF as such, may be deemed to have shared power to vote these
SHARES shares.
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0 shares
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
12,100 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
12,100 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%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 3 to a Statement on
Schedule 13D originally filed by Tweedy, Browne Company L.P.; a Delaware limited
partnership ("TBC"), and dated as of June 10, 1996 (the "TBC Statement"); (b)
Amendment No. 3 to a Statement on Schedule 13D originally filed by Vanderbilt
Partners, L.P.; a Delaware limited partnership ("Vanderbilt") and dated as of
June 10, 1996 (the "Vanderbilt Statement"); and (c) a Statement on Schedule 13D
filed by TBK Partners, L.P., a Delaware limited partnership ("TBK"),
(collectively the "Combined Statement Amendment"). However, the filing of this
Schedule 13D 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").
ITEM 1. SECURITY AND ISSUER
This Combined Statement Amendment relates to the Common Stock, $.001
par value (the "Common Stock"), of Pinkerton's, Inc. (the "Company"), which, to
the best knowledge of the persons filing this Combined Statement Amendment, is a
company organized under the laws of Delaware, with its principal executive
offices located at 15910 Ventura Boulevard, Suite 900, Encino, California
91436-2810.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Combined Statement Amendment are (i)
Tweedy, Browne Company L.P. ("TBC"), a Delaware limited partnership, (ii) TBK
Partners, L.P. ("TBK"), a Delaware limited partnership and (iii) Vanderbilt
Partners, L.P. ("Vanderbilt"), a Delaware limited partnership. Annexed as
Exhibit 99.1, which is incorporated by reference herein, is an agreement among
TBC, TBK and Vanderbilt that this Combined Statement Amendment is filed on
behalf of each of them. The filing of this Combined Statement Amendment 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 (the
"Act").
This Combined Statement Amendment 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
accounts TBC has investment discretion (the "TBC Accounts"), and with respect to
some of which it has obtained sole or shared voting power.
The general partners of TBK are Christopher H. Browne, William H.
Browne, Thomas P. Knapp and John D. Spears. The general partners of TBC and
Vanderbilt are Christopher H. Browne, William H. Browne and John D. Spears (the
"General Partners"). By reason of their positions as such, the general partners
of TBK may be deemed to control TBK and the general partners of TBC and
Vanderbilt may be deemed to control TBC and Vanderbilt, respectively.
(b) The business address of each of TBC, TBK, Vanderbilt and the
General Partners is 52 Vanderbilt Avenue, New York, New York 10017.
(c) TBC is engaged primarily in the business of a securities broker and
dealer and investment adviser, is registered as a broker-dealer and investment
adviser with the Securities and Exchange Commission, and is a member of the
National Association of Securities Dealers, Inc.
TBK is a private investment partnership and is currently, and at all
relevant times was, engaged primarily in the business of investing in securities
for its own account.
Vanderbilt is a private investment partnership and is currently, and at
all relevant times was, engaged primarily in the business of investing in
securities for its own account.
The present principal occupation of each of the General Partners is
serving as such for TBC, TBK and Vanderbilt. The present principal occupation of
Thomas P. Knapp is serving as a general partner in TBK. The principal business
address of each of TBC, TBK and Vanderbilt is set forth above.
<PAGE> 7
(d) None of TBC, TBK, Vanderbilt, Thomas P. Knapp, nor any General
Partner has, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) None of TBC, TBK, Vanderbilt, Thomas P. Knapp, nor any General
Partner has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
proceeding it or he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect
thereto.
(f) Each of TBC, TBK and Vanderbilt is a Delaware limited partnership.
Each of the General Partners and Thomas P. Knapp is a citizen of the United
States of America.
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 574,960 shares of Common Stock (the
"TBC Shares"), all of which shares were purchased in open market transactions.
The aggregate cost of the TBC Shares, including brokerage commissions, was
$12,203,313.
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 Fleet Clearing Corporation. It is expected that 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, which funds on hand at any time and
from time to time may include, among others, funds borrowed pursuant to margin
accounts maintained at Fleet Clearing Corporation. 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 Chemical Bank, New York,
New York, depending upon the amount of outstanding borrowings at any given time.
As of the date hereof, TBK beneficially owns directly 15,500 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. (TBK and certain of the general partners in TBK, who are
also general partners of TBC and Vanderbilt may also be deemed to be the
indirect beneficial owners of certain other shares of Common Stock, as set forth
in Item 5 hereof.) The aggregate cost of the TBK Shares, including brokerage
commissions, was $327,053.
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 hereof),
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 Chemical Bank. As of the date hereof, TBK has a loan outstanding with
Chemical Bank in the amount of $20,000.00. Borrowings made by TBK pursuant to
that understanding bear interest at the brokers' call rate in effect from time
to time at Chemical Bank. TBK's funds on hand have also included, and it is
expected that they will from time to time include, funds borrowed by it pursuant
to an understanding with The Bank of New York, New York, New York. Pursuant to
that understanding, TBK may borrow funds at the brokers' call rate charged from
time to time by The Bank of New York. As of the date hereof, TBK has a loan
outstanding with The Bank of New York in the amount of $10,000.00. Borrowings
made by TBK pursuant to its understandings with Chemical Bank and The Bank of
New York are secured by securities owned by TBK; such borrowings are not secured
by any TBK Shares. No borrowings from Chemical Bank or The Bank of New York 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
<PAGE> 8
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 12,100
shares of Common Stock (the "Vanderbilt Shares"), all of which shares were
purchased in open market transactions. (Vanderbilt and certain of the general
partners in Vanderbilt, who are also general partners in TBC and TBK may also be
deemed to be the indirect beneficial owners of certain other shares of Common
Stock, as set forth in Item 5 hereof.) The aggregate cost of the Vanderbilt
Shares, including brokerage commissions, was $283,336.
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 hereof), will come from Vanderbilt's general funds, which include cash
and cash equivalents on hand and in banks.
Vanderbilt'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 Chemical Bank. No borrowings from Chemical Bank 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 any applicable
statutes and regulations.
ITEM 4. PURPOSE OF TRANSACTION
Each of TBC, TBK and Vanderbilt has 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 that TBC, TBK and Vanderbilt may dispose of all
or some of the TBC Shares, the TBK Shares and the Vanderbilt Shares,
respectively, 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. Currently, TBC, TBK and Vanderbilt intend to
acquire additional shares of Common Stock in the open market, depending upon the
price of the Common Stock from time to time.
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 574,960 shares of Common Stock, which constitutes
approximately 6.89% of the 8,346,469 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 215 shares of Common Stock held in
a TBC Account for a charitable foundation, of which Christopher H. Browne is a
trustee. Mr. Browne is a general partner in TBC, TBK and Vanderbilt.
As of the date hereof, TBK beneficially owns directly 15,500 shares of
Common Stock, which constitutes approximately 0.19% of the 8,346,469 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 12,100
shares of Common Stock, which constitutes approximately 0.14% of the 8,346,469
shares of Common Stock which Vanderbilt believes to be the total number of
shares of Common Stock outstanding.
<PAGE> 9
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
602,560 shares, which constitutes approximately 7.22% of the 8,346,469 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 General Partners may be deemed to be the beneficial
owner by reason of his being a general partner of TBC, TBK and Vanderbilt,
respectively, is 602,560 shares, which constitutes approximately 7.22% of the
8,346,469 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
15,500 shares of Common Stock which constitutes approximately 0.19% of the
8,346,469 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
hereof, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 574,690 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 505,295 shares of Common Stock
held in certain TBC Accounts.
Each of the General Partners 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 505,295 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.
Christopher H. Browne may be deemed to have (i) sole power to dispose
of or to direct the disposition of and (ii) sole power to vote or direct the
vote of 215 shares of Common Stock held in a TBC Account for a charitable
foundation, of which he is a trustee.
<PAGE> 10
(c) Information with respect to all transactions in Common Stock
effected by TBC, TBK and Vanderbilt since July 11, 1996, the date of the filing
persons' last filing on Schedule 13D and ended as of the date hereof, is as
follows:
<TABLE>
<CAPTION>
NO. OF SHARES
REPORTING PERSON DATE PURCHASED PRICE PER SHARE
<S> <C> <C> <C>
TBC: 07/15/96 450 $21 7/8
07/24/96 1,100 $20 7/8
07/25/96 23,500 $21
07/30/96 22,000 $21 1/2
TBK: 07/25/96 15,500 $21
VANDERBILT: 07/30/96 5,000 $21 1/2
</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) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise described herein, none of TBC, TBK or Vanderbilt,
nor, to the best knowledge of TBC, TBK or Vanderbilt, any other person named in
Item 2 hereof, has any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 - - Agreement pursuant to Rule 13d-1(f)(1)(iii).
<PAGE> 11
SIGNATURE
Each of Tweedy, Browne Company L.P., 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 Combined
Statement Amendment (which includes the Exhibit annexed hereto) is true,
complete and correct.
TWEEDY, BROWNE COMPANY L.P.
By ______________________
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By ______________________
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By ______________________
Christopher H. Browne
General Partner
Dated: July 31, 1996
<PAGE> 1
EXHIBIT 99.1
AGREEMENT dated as of July 31, 1996 among Tweedy, Browne Company L.P.,
a Delaware limited partnership ("TBC"), TBK Partners, L.P., a Delaware limited
partnership ("TBK"), and Vanderbilt Partners L.P., a Delaware limited
partnership ("Vanderbilt").
WITNESSETH:
WHEREAS, TBC, TBK and Vanderbilt may be deemed to have acquired, in the
aggregate, beneficial ownership of more than five percent of the Common Stock
(the "Common Stock") of Pinkerton's, Inc. (the "Company") and
WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange Act of
1934 (the "Act"), a Statement on Schedule 13D must be filed by any person who
acquires more than five percent of registered equity securities; and
WHEREAS, in accordance with Rule 13d-1(f) of the Act, only one such
Statement need be filed whenever two or more persons are required to file such a
Statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement is
filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
TBC, TBK and Vanderbilt do hereby agree, in accordance with Rule
13d-1(f) under the Act, to file one Statement on Schedule 13D relating to their
ownership of the Common Stock, and do hereby further agree that said Statement
shall be filed on behalf of each of TBC, TBK and Vanderbilt. Nothing herein,
however, shall be, or shall be deemed to be, an admission that the parties
hereto, or any of them, are members of a "group" (within the meaning of Section
13(d) of the Act and the rules and regulations promulgated thereunder) with
respect to any securities of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
TWEEDY, BROWNE COMPANY L.P. VANDERBILT PARTNERS, L.P.
By ______________________ By ______________________
Christopher H. Browne Christopher H. Browne
General Partner General Partner
TBK PARTNERS, L.P.
By ______________________
Christopher H. Browne
General Partner
