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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
of
Tweedy, Browne Company L.P.
Under the Securities Exchange Act of 1934
TCC INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00
(Title of Class of Securities)
872254107
(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)
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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.)
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).
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SCHEDULE 13D
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CUSIP No. 872254107 Page of Pages
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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) /X/
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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) / /
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER TBC has sole voting power with
respect to 171,585 shares held in certain TBC accounts
(as hereinafter defined). Additionally, certain of the
NUMBER OF general partners of TBC may be deemed to have sole power
to vote certain shares as more fully set forth herein.
SHARES ------------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNED BY ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 0 shares, except that certain
EACH of the general partners of TBC may be deemed to have
sole power to dispose of certain shares as more fully
REPORTING set forth herein.
------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
188,185 shares held in accounts of TBC (as hereinafter
WITH defined).
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,185 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)
EXCLUDES CERTAIN SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
6.74%
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14 TYPE OF REPORTING PERSON*
PN, BD & IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
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PRELIMINARY NOTE
This Amendment No. 1 is prompted by an examination by the filing person
on October 25, 1995 of the issuer's report on Form 10-Q for the quarter ended
March 31, 1995.
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations, Tweedy, Browne Company L.P. ("TBC") hereby amends its Statement
on Schedule 13D, relating to the Common Stock of TCC Industries, Inc. TBC filed
a Statement on Schedule 13D, dated as of August 10, 1994. Pursuant to Item
101(a)(2)(ii) of Regulation S-T, this Amendment No. 1 also includes an amended
and restated composite of all paper filings to date made by TBC on Schedule 13D
with respect to TCC Industries, Inc.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $1.00 par value (the
"Common Stock"), of TCC Industries, Inc. (the "Company"), which, to the best
knowledge of the person filing this Schedule 13D is a company organized under
the laws of Texas, with its principal executive offices located at 816 Congress
Avenue, Suite 1250, Austin, Texas 78701.
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this Schedule 13D is Tweedy, Browne Company
L.P. ("TBC"), a Delaware limited partnership. The filing of this Schedule 13D
should not be deemed an admission that TBC comprises 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 are Christopher H. Browne, William H.
Browne and John D. Spears (the "General Partners"). By reason of their
positions as general partners in TBC, the General Partners may be deemed to
control TBC.
(b) The business address of each of TBC 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.
The present principal occupation of each of the General Partners is
serving as such for TBC, TBK Partners, L.P., a private investment partnership
and Vanderbilt Partners, L.P., a private investment partnership. The principal
business address of TBC is set forth above. The principal business address of
each of TBK Partners, L.P. and Vanderbilt Partners, L.P. is 52 Vanderbilt
Avenue, New York, New York 10017.
(d) Neither of TBC, nor any General Partner has, during the last
five years, been convicted in any criminal proceeding (excluding traffic
violations and similar misdemeanors).
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(e) Neither of TBC, 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) TBC is a Delaware limited partnership. Each of the General
Partners is a citizen of the United States of America.
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 188,185 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
$637,109.
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.
ITEM 4. PURPOSE OF TRANSACTION
TBC 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 may dispose of all or some of the TBC Shares, 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 intends 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 188,185 shares of Common Stock, which constitutes
approximately 6.74% of the 2,791,000 shares of Common Stock which TBC believes
to be the total number of shares of Common Stock outstanding. Such shares are
held in the TBC Accounts. TBC disclaims that it is the beneficial owner of any
of the shares of Common Stock held in the TBC Accounts. 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, is 188,185
shares, which constitutes approximately 6.74% of the 2,791,000 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.
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TBC disclaims beneficial ownership of Common Stock held by the other.
Except as described herein, to the best knowledge of TBC, no person who may be
deemed to comprise a group with any of TBC, or any other person named in Item 2
hereof, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 188,185 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 171,585 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 171,585 shares of Common Stock
held in certain TBC Accounts.
<TABLE>
(c) During the sixty day period ended as of the date hereof, TBC has
sold shares of the Common Stock in open market transactions, as follows:
<CAPTION>
REPORTING NO. OF SHARES PRICE
PERSON DATE SOLD PER SHARE
<S> <C> <C> <C>
TBC Accounts 11/17/95 200 $2 3/8
</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.
(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, nor, to the best
knowledge of TBC, any other person named in Item 2 hereof, has any contract,
arrangement, understanding or relationship with respect to any securities of the
Company.
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SIGNATURE
Tweedy, Browne Company 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 is true, complete and correct.
TWEEDY, BROWNE COMPANY L.P.
By
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Christopher H. Browne
General Partner
Dated: November 28, 1995
