-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SSpDhYHEefz+m3sCKxVGoLnIc1Q8IeX69Y7l/1dT4pdAh3g/DJSaxHzv8QSIp+NP Hq8cU8cpzlNaAPVe32oNIQ== 0000732905-01-000006.txt : 20010131 0000732905-01-000006.hdr.sgml : 20010131 ACCESSION NUMBER: 0000732905-01-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010130 GROUP MEMBERS: TWEEDY BROWNE CO LLC// GROUP MEMBERS: TWEEDY, BROWNE COMPANY LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALUE CITY DEPARTMENT STORES INC /OH CENTRAL INDEX KEY: 0000874444 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 311322832 STATE OF INCORPORATION: OH FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42110 FILM NUMBER: 1518950 BUSINESS ADDRESS: STREET 1: 3241 WESTERVILLE RD CITY: COLUMBUS STATE: OH ZIP: 43224 BUSINESS PHONE: 6144714722 MAIL ADDRESS: STREET 1: 3241 WESTERVILLE RD CITY: COLUMBUS STATE: OH ZIP: 43224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TWEEDY BROWNE CO LLC// CENTRAL INDEX KEY: 0000732905 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133381587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129160600 MAIL ADDRESS: STREET 1: 350 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TWEEDY BROWNE CO L P DATE OF NAME CHANGE: 19950926 SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3)* of Tweedy, Browne Company LLC Under the Securities Exchange Act of 1934 Value City Department Stores, Inc. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 920387107 (CUSIP Number) John D. Spears 350 Park Avenue New York, New York 10022 (212) 916-0600 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 25, 2001 (Date of Event which Required Filing of this Statement) 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). CUSIP No. 920387107 - ---------------------------------------------------------------------------- Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Tweedy, Browne Company LLC ("TBC") - ---------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ---------------------------------------------------------------------------- (3) SEC Use Only - ---------------------------------------------------------------------------- (4) Source of Funds (See Instructions) 00 - ---------------------------------------------------------------------------- (5) Check 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 3,328,784 shares held in certain TBC accounts (as hereinafter defined). Additionally, certain of the Members of TBC may be deemed to have sole power to vote certain shares as more fully set forth herein. Number of Shares ------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each 0 shares Reporting Person With: ------------------------------------------------------- (9) Sole Dispositive Power 3,429,174 shares held in certain TBC Accounts (as hereinafter defined). Additionally, certain of the Members of TBC may be deemed to have sole power to dispose of certain shares as more fully set forth herein. ------------------------------------------------------- (10) Shared Dispositive Power 0 shares - ---------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,429,174 shares - ---------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [] - ---------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 10.21% - ---------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) BD, IA & 00 PRELIMINARY NOTE The person filing this Amendment No. 3 is Tweedy, Browne Company LLC ("TBC"), a Delaware limited liability company. This Amendment No. 3 amends a Statement on Schedule 13D filed by TBC, TBK Partners, LLC ("TBK") (formerly known as TBK Partners, L.P.), a Delaware limited liability company, and Vanderbilt Partners, LLC ("Vanderbilt") (formerly known as Vanderbilt Partners, LP.), a limited liability company, dated April 9, 1999 (the "Statement"). As a result of a reorganization, TBC is the Managing Member of TBK and Vanderbilt and as such may now be deemed to be the sole beneficial owner of shares held by TBK and Vanderbilt. The filing of this Amendment No. 3 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"). This Amendment No. 3 relates to the Common Stock, no par value (the "Common Stock") of Value City Department Stores, Inc. (the "Company"), which, to the best knowledge of the persons filing this Amendment No. 3, is a company organized under the laws of Ohio, with its principal executive offices located at 3241 Westerville Rd., Columbus, Ohio 43224. This Amendment No. 3 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 clients of TBC with respect to which it has investment discretion and sole or shared voting power (the "TBC Accounts"). Other than as set forth herein, to the best knowledge of TBC, there has been no material change in the information set forth in response to Items 1, 6 and 7 of the Statement, as amended. Accordingly, those Items are omitted from this Amendment No. 3. ITEM 2. IDENTITY AND BACKGROUND Other than as set forth herein, to the best knowledge of TBC, there has been no material change in the information set forth in Item 2 of the Statement, as amended. (a) The members of TBC are Christopher H. Browne, William H. Browne, John D. Spears, Thomas H. Shrager, Robert Q. Wyckoff, Jr. (the "TBC Members") and AMG/TBC Holdings, Inc. ("Holdings"). Messrs. Christopher H. Browne, William H. Browne and John D. Spears are members of the management committee that operates TBC on a daily basis including making investment decisions (the "TBC Committee Members"). 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 3,429,174 shares of Common Stock (the "TBC Shares"). Such shares are held in the accounts of various customers of TBC with respect to which TBC has obtained investment discretion and sole or shared voting authority (the "TBC Accounts"). All of the TBC Shares were purchased in open market transactions. The aggregate cost of the TBC Shares, including brokerage commissions, was $29,529,731. 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 U.S. Clearing. It is expected that the 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, some of which funds may be borrowed pursuant to margin accounts maintained at U.S. Clearing or borrowings made pursuant to arrangements or Line of Credit Agreements with certain clients' custodian banks. 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 The Bank of New York, New York, New York, depending upon the amount of outstanding borrowings at any given 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 3,429,174 shares of Common Stock, which constitutes approximately 10.21% of the 33,568,779 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. 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. Also included in the TBC Shares are 575 shares of Common Stock held in a certain TBC Account for a charitable foundation of which Christopher H. Browne is a trustee. Mr. Browne is a TBC Committee Member. The TBC Committee Members may be deemed to be the beneficial owner by reason of their being a Member of TBC of 3,429,174 shares, which constitutes approximately 10.21% of the 33,568,779 shares of Common Stock outstanding. However, nothing contained herein shall be construed as an admission that any of the TBC Members is the beneficial owner of any shares of Common Stock. (b) TBC has investment discretion with respect to 3,429,174 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 3,328,784 shares of Common Stock held in certain TBC Accounts. Each of the TBC Committee Members, solely by reason of his position as such, may be deemed to have (i) shared power to dispose 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 3,328,784 shares of Common Stock held in certain TBC Accounts. However, each of the TBC Committee Members disclaims beneficial ownership of any of the shares of Common Stock held in the TBC Accounts. (c) Transactions in Common Stock effected by TBC during the 60-day period ended as of the date hereof are set forth below:
REPORTING NO. OF SHARES NO. OF SHARES PRICE PERSON DATE PURCHASED SOLD Other PER SHARE TBC Accounts 11/28/00 4,300 $7.3212 11/29/00 1,318 $6.8125 12/01/00 65,600 $6.9520 12/01/00 2,910 $6.8578 12/04/00 5,320 $7.0090 12/05/00 13,200 $7.0000 12/06/00 6,000 $6 3/4 12/07/00 2,355 $6.3697 12/07/00 25,000 $6 1/2 12/08/00 825 $6 1/4 12/08/00 2,200 $6 1/4 12/11/00 5,165 $6.8032 12/15/00 1,030 $5.6250 12/18/00 520 $6 1/8 12/19/00 1,000 $6.0000 12/21/00 4,500 $5.4375 12/22/00 6,000 $4.6406 12/22/00 5,600 $4.5279 12/26/00 6,240 $4.6978 12/26/00 1,100 $4.6250 12/27/00 111,800 $4.563100 12/28/00 175 $4 15/16 12/29/00 1,510 $5.1447 12/29/00 800 $5.0625 01/04/01 3,715 $5 9/16 01/05/01 3,200 $5.4355 01/09/01 5,200 $5.0240 01/10/01 18,200 $4.7816 01/11/01 13,360 $5.0000 01/12/01 32,100 $5.0062 01/16/01 1,000 $5.1250 01/17/01 1,850 $5.3750 01/19/01 10,700 $5 1/4 01/22/01 11,000 $5.4250 01/23/01 2,100 $5.3750 01/25/01 195,000 $5 3/8
(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. SIGNATURE TBC, after reasonable inquiry and to the best of its knowledge and belief, hereby certifies that the information set forth in this Amendment No.3 is true, complete and correct. TWEEDY, BROWNE COMPANY LLC By: /s/ Christopher H. Browne -------------------------------- Christopher H. Browne Member Dated: January 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----