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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.5)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 4)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
PROLER INTERNATIONAL CORP.
(Name of Issuer)
Common Stock, Par Value $1.00 per Share
(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)
DECEMBER 3, 1996
(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. 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")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /xx/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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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
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NUMBER OF 7 SOLE VOTING POWER TBC has sole voting
power with respect to 127,450 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.
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10 SHARED DISPOSITIVE POWER
146,068 shares held in accounts of TBC (as
hereinafter defined).
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
146,068 shares
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%
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14 TYPE OF REPORTING PERSON
PN, BD & IA
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CUSIP No. 743396103 PAGE OF PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P. ("Vanderbilt")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /xx/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC AND BK
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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 0 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 0 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
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
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PRELIMINARY NOTE
The persons filing this Joint Amendment No. 4 (as defined below) are
(i) Tweedy, Browne Company L.P. ("TBC"), a Delaware limited partnership and (ii)
Vanderbilt Partners, L.P. ("Vanderbilt"), a Delaware limited partnership. The
filing of this Joint Amendment No. 4 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").
Pursuant 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") and was amended by TBC and Vanderbilt and was dated as of February 6, 1996
(the "Joint Amendment No. 2") and was again amended by TBC and Vanderbilt and
was dated as of October 21, 1996 (the "Joint Amendment No. 3"). This joint
filing by TBC and Vanderbilt is Amendment No. 5 to the TBC 13D and Amendment No.
4 to the Vanderbilt 13D and is dated as of December 10, 1996 (the "Joint
Amendment No. 4").
This Joint Amendment No. 4 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 Joint Amendment No. 4,
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.
This Joint Amendment No. 4 is being filed because the filing persons
are no longer subject to the reporting requirement 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 by PIC
Acquisition Corporation ("PIC") and Schnitzer Steel Industries, Inc.
("Schnitzer") to purchase all outstanding shares of the Company's Common Stock
for $9.00 per share (the "Tender Offer").
This Joint Amendment No. 4 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 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. 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the disposition of 237,400 shares of Common Stock
pursuant to the Tender Offer, as of the date hereof, TBC may be deemed to be the
beneficial owner of an aggregate of 146,068 shares of Common Stock, which
constitutes approximately 3.10% of the 4,717,356 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.
As a result of the disposition of 5,000 shares of Common Stock pursuant
to the Tender Offer, Vanderbilt does not beneficially own 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. 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 146,068 shares,
which constitutes approximately 3.10% of the 4,717,356 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.
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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 146,068 shares, which constitutes approximately 3.10% of the
4,717,356 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.
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 146,068 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 127,450 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 127,450 shares of
Common Stock held in certain TBC Accounts.
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.
(c) Pursuant to the Tender Offer, on December 2, 1996, Vanderbilt
tendered 5,000 shares of Common Stock for $9.00 per share. On December 2 and
December 3, 1996, certain TBC Accounts tendered 128,540 shares of Common Stock
and 108,600 shares of Common Stock, respectively, pursuant to the Tender Offer
for $9.00 per share. As set forth more fully in Item 4 of the Statement, TBC has
instructed the various custodians of the remaining 139,095 shares of Common
Stock held for the benefit of certain TBC Accounts to tender such shares.
(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 deemed to be the beneficial owner
of more than 5% of Common Stock on December 3, 1996.
