<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. 2)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
PROLER INTERNATIONAL CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00
(Title of Class of Securities)
743396103
(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)
October 25, 1995
(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 / /. (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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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
- --------------------------- ---------------------
CUSIP No. 743396103 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) /xx/
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER TBC has sole voting power
power with respect to 415,897 shares held in
SHARES certain TBC accounts (as hereinafter defined).
Additionally, certain of the general partners
BENEFICIALLY of TBC may be deemed to have sole power to vote
certain shares as more fully set forth herein.
OWNED BY EACH -------------------------------------------------------
8 SHARED VOTING POWER
REPORTING
0 shares
PERSON -------------------------------------------------------
9 SOLE DISPOSITIVE POWER 0 shares, except that
WITH 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
453,923 shares held in accounts of TBC (as
hereinafter defined).
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
453,923 shares
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.63%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN, BD & IA
- -----------------------------------------------------------------------------
<PAGE> 4
- --------------------------- ---------------------
CUSIP No. 743396103 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) /xx/
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 5,000 shares, except that
the general partners in Vanderbilt, solely
SHARES by reason of their positions as such, may be
deemed to have shared power to vote these
BENEFICIALLY shares.
-------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0 shares
-------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 5,000 shares, except
that the general partners in Vanderbilt,
WITH 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
5,000 shares
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------------------
<PAGE> 5
PRELIMINARY NOTE
This Joint Amendment No. 2 (as defined below) is being filed because the
filing persons may be deemed to be members of a group comprised of Tweedy,
Browne Company L.P. ("TBC") and Vanderbilt Partners, L.P. ("Vanderbilt"), which
group may be deemed to be the beneficial owner of in excess of 5% of the Common
Stock of Proler International Corporation and is prompted by an examination on
October 25, 1995 of the Issuer's report on Form 10-Q for the quarter ended June
30, 1995. However the filing of this Joint Amendment No. 2 (as defined
below) 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").
Puruant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations, each of TBC and Vanderbilt hereby amend their respective
Statements on Schedule 13D, relating to the Common Stock of Proler
International Corporation. TBC filed a Statement on Schedule 13D, dated as of
December 14, 1994, (the"TBC 13D"). Subsequently, Vanderbilt filed a Statement
on Schedule 13D, dated as of January 26, 1995, (the "Vanderbilt 13D"), which
was also Amendment No. 1 filed by TBC to the TBC 13D (the "Combined
Statement/Amendment"). The Combined Statement/Amendment was also subsequently
amended by TBC and Vanderbilt and was dated as of March 10, 1995 (the "Joint
Amendment No. 1"). This joint filing by TBC and Vanderbilt is Amendment No. 3
to the TBC 13D and Amendment No. 2 to the Vanderbilt 13D and is dated as of
February 6, 1996 (the "Joint Amendment No. 2"). Pursuant to Item 101(a)(2)(ii)
of Regulation S-T, this Joint Amendment No. 2 also includes an amended and
restated composite of all paper filings to date made by TBC and Vanderbilt,
respectively, on Schedule 13D with respect to Proler International Corporation.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $1.00 par value (the
"Common Stock"), of Proler International Corporation (the "Company"), which, to
the best knowledge of the persons filing this Amendment, is a company organized
under the laws of Delaware, with its principal executive offices located at
4265 San Felipe Avenue, Suite 900, Houston, Texas 77027.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Schedule 13D are (i) Tweedy, Browne Company
L.P. ("TBC"), a Delaware limited partnership and (ii) Vanderbilt Partners,
L.P. ("Vanderbilt"), a Delaware limited partnership. Annexed as Exhibit 99.1,
which is incorporated by reference herein, is an agreement between TBC and
Vanderbilt that this Schedule 13D is filed on behalf of each of them. The
filing of this Schedule 13D should not be deemed an admission that TBC and
Vanderbilt comprise a group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Act").
This Schedule 13D 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 TBC and Vanderbilt are Christopher H. Browne,
William H. Browne and John D. Spears (the "General Partners"). By reason of
their positions as general partners in TBC and Vanderbilt, the General Partners
may be deemed to control TBC and Vanderbilt, respectively.
<PAGE> 6
(b) The business address of each of TBC, 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.
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, Vanderbilt and TBK Partners, L.P., a private
investment partnership. The principal business address of TBC and Vanderbilt
is set forth above. The principal business address of TBK Partners, L.P. is 52
Vanderbilt Avenue, New York, New York 10017.
(d) None of TBC, Vanderbilt, 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, Vanderbilt, 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 and Vanderbilt is a Delaware limited partnership. Each
of the General Partners is a citizen of the United States of Ameria.
ITEM 3. SOURCE AND AMOUNT 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 453, 923 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
$3,166,365.
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, Vanderbilt beneficially owns directly 5,000 shares
of Common Stock (the "Vanderbilt Shares"), all of which shares were purchased
in open market transactions. The aggregate market value of the Vanderbilt
Shares, including brokerage commissions, was $32,867.
<PAGE> 7
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 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 and Vanderbilt may dispose of all or some of
the TBC 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 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 453,923 shares of Common Stock, which constitutes
approximately 9.63% of the 4,714,158 shares of Common Stock which TBC believes
to the total number of shares of Common Stock outstanding. Such shares are
held in the TBC Accounts.
As of the date hereof, Vanderbilt beneficially owns directly 5,000 shares
of Common Stock, which constitutes approximately 0.11% of the 4,714,158 shares
of Common Stock which Vanderbilt believes to be the total number of shares of
Common Stock outstanding.
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. The aggregate
number of shares of Common Stock with respect to which TBC and Vanderbilt
could be deemed to be the beneficial owner as of the date hereof, is 458,923
shares, which constitutes approximately 9.73% of the 4,714,158 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 and Vanderbilt, respectively,
is 458,923 shares, which constitutes approximately 9.73 % of the 4,714,158
shares of Common Stock outstanding. However, nothing contained herein shall be
construed as an admission that any of the 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.
<PAGE> 8
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.
(b) TBC has investment discretion with respect to 453,923 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 415,897 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 voting of 415,897 shares
of Common Stock held in certain TBC Accounts.
Vanderbilt has the sole power to vote or direct the vote 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 voting of and to
dispose or direct the disposition of the Vanderbilt Shares.
<TABLE>
(c) During the sixty day period ended as of the date hereof, TBC and
Vanderbilt have purchased shares of the Common Stock in open market
transactions, as follows:
<CAPTION>
REPORTING NO. OF SHARES PRICE
PERSON DATE PURCHASED PER SHARE
<S> <C> <C> <C>
TBC 12/19/95 1,500 $7 3/8
12/20/95 500 $7 3/8
12/22/95 630 $7 3/8
12/28/95 1,340 $7 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 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.
<PAGE> 9
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as otherwise described herein, none of TBC or Vanderbilt, nor, to
the best knowledge of TBC, or Vanderbilt, any other person named in Item 2
hereof, has any contract, arrangement, understanding or relationship with
respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 - - Agreement pursuant to Rule 13d-1(f)(1)(iii).
<PAGE> 10
SIGNATURE
Each of Tweedy, Browne Company 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 Schedule 13D (which includes
the Exhibit annexed hereto) is true, complete and correct.
TWEEDY, BROWNE COMPANY L.P.
By --------------------------
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By --------------------------
Christopher H. Browne
General Partner
Dated: February 6, 1996
<PAGE> 1
EXHIBIT 99.1
AGREEMENT dated as of February 6, 1996 between Tweedy, Browne Company
L.P., a Delaware limited partnership ("TBC") and Vanderbilt Partners L.P., a
Delaware limited partnership ("Vanderbilt").
WITNESSETH:
WHEREAS, TBC 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 Proler International Corporation (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 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 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
