SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Brookline Bankcorp, Inc.
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(NAME OF ISSUER)
Common Stock, $0.01 par value
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(TITLE OF CLASS OF SECURITIES)
11371M107
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(CUSIP NUMBER)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 other provisions of the Act (however, see
the notes).
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THIRD AVENUE MANAGEMENT LLC
(EIN 01-0690900)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE LIMITED LIABILITY COMPANY
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5 SOLE VOTING POWER
2,600,568
NUMBER OF ---------------------------------------------
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SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,146,318
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WITH 8 SHARED DISPOSITIVE POWER
NONE
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,146,318
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.35%
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12 TYPE OF REPORTING PERSON*
IA
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ITEM 1.
(A) NAME OF ISSUER:
Brookline Bancorp, Inc. (the "Issuer").
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES OR,IF NONE,
RESIDENCE:
160 Washington Street, Brookline, MA 02447
ITEM 2.
(A) NAME OF PERSON FILING:
This schedule is being filed by Third Avenue Management LLC
("TAM"). (TAM is sometimes referred to hereinafter as "Filer").
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the principal executive office of TAM is:
622 Third Avenue, 32nd Floor New York, New York 10017-6715.
(C) CITIZENSHIP:
The citizenship or place of organization of the reporting person
is as follows:
Delaware Limited Liability Company.
(D) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value per share.
(E) CUSIP NUMBER:
11373M107
ITEM 3. IF THIS STATEMENT IS BEING FILED PURSUANT TO RULES 13D-1(B),
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(E) Investment Adviser. TAM is registered under Section 203
of the Investment Advisers Act of 1940.
ITEM 4. OWNERSHIP.
(a) & (b) TAM beneficially owns 3,146,318 shares, or 5.35%
of the class of securities of the issuer.
(c) (i) 2,600,568
(ii) Not applicable.
(iii) 3,146,318
(iv) Not applicable.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Third Avenue Value Portfolio of the AEGON/Transamerica Series, an
investment company registered under the Investment Company Act of 1940,
has the right to receive dividends from, and the proceeds from the sale of
366,943 of the shares reported by TAM, Third Avenue Variable Portfolio of the
Third Avenue Variable Series Trust, an investment company registered under
the Investment Company Act of 1940, has the right to receive dividends from,
and the proceeds from the sale of 226,900 of the shares reported by TAM, Third
Avenue Value Fund, an investment company registered under the Investment
Company Act of 1940, has the right to receive dividends from, and the proceeds
from the sale of 529,600 of the shares reported by TAM, American Express
Partners Small Cap Value Fund, an investment company registered under the
Investment Company Act of 1940, has the right to receive dividends from, and
the proceeds from the sale of, 398,400 of the shares reported by TAM, American
Express Variable Portfolio Partners of the Small Cap Value Fund, an investment
company registered under the Investment Company Act of 1940, has the right to
receive dividends from, and the proceeds from the sale of, 51,800 of the
shares reported by TAM, Touchston Variable Series Trust of the Touchstone Third
Avenue Variable Series Trust, an investment company registered under the
Investment Company Act of 1940, has the right to receive dividends from, and
the proceeds from the sale of 67,200 of the shares reported by TAM, Met
Investors Series Trust of the Third Avenue Small Cap Portfolio, an investment
company registered under the Investment Company Act of 1940, has the right to
receive dividends from, and the proceeds from the sale of, 362,800 of the
shares reported by TAM. Various separately managed clients for whom TAM acts
as investment advisor have the right to receive dividends from, and the
proceeds of the sale of 1,142,675 of the shares reported by TAM.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
January 9, 2004
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(Date)
THIRD AVENUE MANAGEMENT LLC
BY:/S/ MARTIN J. WHITMAN
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Martin J. Whitman
Chairman and Co-Chief Investment Officer