-----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, FbzVVUN+zeFaZITGvVOSLMy3FxhvbierbXqzpWBb2lTmTwchWmf/YjGYSMaugEJy UqttL991KEybp2RgRCh5hw== 0000950135-96-005288.txt : 19961213 0000950135-96-005288.hdr.sgml : 19961213 ACCESSION NUMBER: 0000950135-96-005288 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961212 SROS: NYSE 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: PROLER INTERNATIONAL CORP CENTRAL INDEX KEY: 0000080693 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 741051251 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10062 FILM NUMBER: 96679744 BUSINESS ADDRESS: STREET 1: 4265 SAN FELIPE SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136273737 MAIL ADDRESS: STREET 1: 4265 SAN FELIPE STREET 2: STE 900 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: PROLER STEEL CORP DATE OF NAME CHANGE: 19740129 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 PROLER INTERNATIONAL CORP. 1 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) 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 - --------------------------- --------------------- 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 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. ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 146,068 shares held in accounts of TBC (as hereinafter defined). - ----------------------------------------------------------------------------- 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% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN, BD & IA - ----------------------------------------------------------------------------- 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 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 - ----------------------------------------------------------------------------- 5 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. 6 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. -----END PRIVACY-ENHANCED MESSAGE-----