-----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, Ai/77NI1mzCpOPu/iTIxycq/kNVkx9diyoc8nm7yIE8IF6GHbLt/nzEIx5djwNLv CwHY8Xa82JvBSOqDewrTeQ== 0000950135-96-001421.txt : 19960321 0000950135-96-001421.hdr.sgml : 19960321 ACCESSION NUMBER: 0000950135-96-001421 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960320 SROS: NONE GROUP MEMBERS: TBK PARTNERS, L.P. GROUP MEMBERS: TWEEDY BROWNE CO L P GROUP MEMBERS: TWEEDY, BROWNE COMPANY L.P. GROUP MEMBERS: VANDERBILT PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT INSURANCE GROUP INC CENTRAL INDEX KEY: 0000319735 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 592027555 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41222 FILM NUMBER: 96536464 BUSINESS ADDRESS: STREET 1: ONE INDEPENDENT DR CITY: JACKSONVILLE STATE: FL ZIP: 32276 BUSINESS PHONE: 9043585151 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TWEEDY BROWNE CO L P CENTRAL INDEX KEY: 0000732905 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133381587 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 52 VANDERBILT AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129160600 MAIL ADDRESS: STREET 1: 52 VANDERBILT AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 INDEPENDENT INSURANCE ON BEHALF OF TWEEDY BROWNE 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No.5)* of Tweedy, Browne Company L.P. SCHEDULE 13D (Amendment No. 5)* of TBK Partners, L.P. SCHEDULE 13D (Amendment No. 4)* of Vanderbilt Partners, L.P. Under the Securities Exchange Act of 1934 INDEPENDENT INSURANCE GROUP, INC. (Name of Issuer) Non-Voting Common Stock, Par Value $1.00 per Share (Title of Class of Securities) 453838201 (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) March 6, 1996 (Date of Event which Required Filing of this Statement) 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.) * 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). 3 SCHEDULE 13D - -------------------------- ------------------------- CUSIP No. 453838201 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 REQUIRD PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER TBC has sole voting power with respect to 314,630 shares held in certain TBC accounts (as NUMBER OF hereinafter defined). Additionally, certain of the general partners of TBC may be deemed to have sole power SHARES to vote certain shares as more fully set forth herein. ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 shares, except that certain of the general partners of REPORTING TBC may be deemed to have sole power to dispose of certain shares as more fully set forth herein. PERSON ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 333,648 shares held in accounts of TBC (as hereinafter defined). - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 333,648 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.23% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BD, IA & PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D - -------------------------- ------------------------- CUSIP No. 453838201 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* WC and BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRD PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares PERSON ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 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 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D - -------------------------- ------------------------- CUSIP No. 453838201 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* WC and BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRD PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares PERSON ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 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 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 PRELIMINARY NOTE This Joint Amendment constitutes (a) Amendment No. 5 to a Statement on Schedule 13D originally filed by Tweedy, Browne Company L.P., a Delaware limited partnership ("TBC") and dated November 19, 1990 (the "TBC Statement"); (b) Amendment No. 5 to a Statement on Schedule 13D originally filed by TBK Partners, L.P., a Delaware limited partnership ("TBK") and dated November 19, 1990 (the "TBK Statement"); and (c) Amendment No. 4 to a Statement on Schedule 13D originally filed by Vanderbilt Partners, L.P., a Delaware limited partnership ("Vanderbilt") and dated September 23, 1991 (the "Vanderbilt Statement") (collectively the "Joint Amendment"). This Joint Amendment relates to the Non-Voting Common Stock, $1.00 par value (the "Non-Voting Common Stock"), of Independent Insurance Group, Inc. (the "Company"), which, to the best knowledge of the persons filing this Schedule 13D, is a company organized under the laws of Florida, with its principal executive offices located at One Independent Drive, Jacksonville, Florida 32276. This Joint Amendment contains information regarding shares of Non-Voting 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. This Joint Amendment is being filed because the filing persons are no longer subject to the reporting requirements 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 Non-Voting Common Stock pursuant to an Agreement and Plan of Merger by and among the Company, American General Corporation and AGC Life Insurance Company, a wholly owned subsidiary of American General (the "Merger"). The Merger was approved by the Company's shareholders at a Special Meeting of Shareholders held on February 29, 1996. In accordance with the terms of the Merger, each share of Non-Voting Common Stock of the Company was tendered for $27.50 per share. Other than as set forth below, to the best knowledge of TBC, TBK 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 TBC Statement, the TBK Statement and the Vanderbilt Statement, as amended. Accordingly, those Items are omitted from this Joint Amendment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As a result of the dispostion of 303,407 shares of Non-Voting Common Stock tendered pursuant to the Merger, as of the date hereof, TBC may be deemed to be the beneficial owner of an aggregate of 333,648 shares of Non-Voting Common Stock, which constitutes approximately 4.23% of the 7,444,396 shares of Non-Voting Common Stock which TBC believes to be the total number of shares of Non-Voting Common Stock outstanding at the close of business on January 8, 1996 (the "Record Date"). The TBC Shares are held in the TBC Accounts. TBC has instructed the various custodians for such TBC Accounts to tender their respective shares. Such shares are in the process of being tendered. As a result of the disposition of 52,460 shares of Non-Voting Common Stock tendered pursuant to the Merger, as of the date hereof, TBK does not beneficially own directly any shares of Non-Voting Common Stock. As a result of the disposition of 19,000 shares of Non-Voting Common Stock tendered pursuant to the Merger, as of the date hereof, Vanderbilt does not beneficially own directly any shares of Non-Voting Common Stock. Each of TBC, TBK and Vanderbilt disclaims that it is the beneficial owner of any of the shares of Non-Voting Common Stock held in the TBC Accounts. 7 Each of TBC, TBK and Vanderbilt disclaims beneficial ownership of Non-Voting 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 of the TBC Statement, the TBK Statement and the Vanderbilt Statement, beneficially owns any shares of Non-Voting Common Stock. (b) TBC has investment discretion with respect to 333,648 shares of Non-Voting 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 314,630 shares of Non-Voting 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 Non-Voting Common Stock held in the TBC Accounts; and (ii) shared power to vote or direct the vote of 314,630 shares of Non-Voting Common Stock held in certain TBC Accounts. (c) On March 5, 1996, TBK and Vanderbilt tendered 52,460 shares of Non-Voting Common Stock and 19,000 shares of Non-Voting Common Stock, respectively, pursuant to the terms of the Merger for $27.50 per share. On March 6, 1996, certain of the TBC Accounts tendered 303,407 shares of Non-Voting Common Stock pursuant to the terms of the Merger for $27.50 per share. As stated hereinabove, TBC has instructed the various custodians of the remaining 333,648 shares of Non-Voting Common Stock held for the benefit of the 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 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) TBK and Vanderbilt ceased to be the beneficial owner of any shares of Non-Voting Common Stock on March 5, 1996. TBC ceased to be the beneficial owner of more than 5% of Non-Voting Common Stock on March 6, 1996. 8 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 Joint Amendment 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: March 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----