SAUCONY INC
SC 13G/A, 1999-02-16
RUBBER & PLASTICS FOOTWEAR
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)*


                         HYDE ATHLETIC INDUSTRIES, INC.
                                (Name of Issuer)

               Class B Common Stock, $.33 1/3 par value per share
                         (Title of Class of Securities)

                                   448632 20 8
                                 (CUSIP Number)

                                December 31, 1998
             (Date of Event Which Requires filing of this Statement)



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
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).


                                Page 1 of 9 Pages


<PAGE>



CUSIP No. 448632 20 8                  13G                  Page 2    of 9 Pages



    1       NAME OF REPORTING PERSON:  Advisory Research, Inc.

            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:   # 36-2831881
- --------------------------------------------------------------------------------
    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                (a)                                        /  /
 
                                (b)                                        / X/
- --------------------------------------------------------------------------------
    3       SEC USE ONLY


- --------------------------------------------------------------------------------
    4       CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware
- --------------------------------------------------------------------------------

              NUMBER OF                   5     SOLE VOTING POWER

               SHARES                           None
                                          --------------------------------------

            BENEFICIALLY                  6     SHARED VOTING POWER

              OWNED BY                          None
                                          --------------------------------------
                EACH                      7     SOLE DISPOSITIVE POWER

              REPORTING                         None
                                          --------------------------------------
               PERSON                     8     SHARED DISPOSITIVE POWER

                WITH                            None
- --------------------------------------------------------------------------------
    9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            None
- --------------------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                           /  /
- --------------------------------------------------------------------------------
    11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            None
- --------------------------------------------------------------------------------
    12      TYPE OF REPORTING PERSON*

            IA
- --------------------------------------------------------------------------------


                     * SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


CUSIP No. 448632 20 8                  13G                  Page 3    of 9 Pages



    1       NAME OF REPORTING PERSON:  David B. Heller

            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
                                (a)                                        /  /
 
                                (b)                                        / X
- --------------------------------------------------------------------------------
    3       SEC USE ONLY


- --------------------------------------------------------------------------------
    4       CITIZENSHIP OR PLACE OF ORGANIZATION

            United States citizen
- --------------------------------------------------------------------------------
              NUMBER OF                   5     SOLE VOTING POWER

               SHARES                           None
                                          --------------------------------------
            BENEFICIALLY                  6     SHARED VOTING POWER

              OWNED BY                          None
                                          --------------------------------------
                EACH                      7     SOLE DISPOSITIVE POWER

              REPORTING                         None
                                          --------------------------------------
               PERSON                     8     SHARED DISPOSITIVE POWER

                WITH                            None
- --------------------------------------------------------------------------------
    9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            None
- --------------------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                           /  /
- --------------------------------------------------------------------------------
    11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            None
- --------------------------------------------------------------------------------
    12      TYPE OF REPORTING PERSON*

            IN
- --------------------------------------------------------------------------------

                     * SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>





ITEM 1(a)         NAME OF ISSUER:

                  Hyde Athletic Industries, Inc.

ITEM 1(b)         NAME OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  Centennial Industrial Park
                  13 Centennial Drive
                  Peabody, Massachusetts 01960

ITEM 2(a)         NAME OF PERSON FILING:

                  Advisory Research, Inc.
                  David B. Heller

ITEM 2(b)         ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 

                  Two Prudential Plaza
                  180 N. Stetson, Suite 5780
                  Chicago, Illinois  60601

ITEM 2(c)         CITIZENSHIP:

                  Advisory Research, Inc. is a Delaware corporation.
                  David B. Heller is a United States citizen.

ITEM 2(d)         TITLE OF CLASS OF SECURITIES:

                  Class B Common Stock, $.33-1/3 par value per share.

ITEM 2(e)         CUSIP NO.:

                  448632 20 8

ITEM 3   IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B), 
         CHECK WHETHER THE PERSON FILING IS A:   

                  (a) / /     Broker or Dealer registered under Section 15 of 
                              the Act

                  (b) / /     Bank as defined in Section 3(a)(6) of the Act


                               Page 4 of 9 Pages


<PAGE>

                  (c) / /     Insurance  Company as defined in Section 3(a)(19)
                              of the Act

                  (d) / /     Investment Company registered under Section 8 of
                              the Investment Company Act.

                  (e) /x/     Investment Adviser registered under Section 203 of
                              the Investment Advisers Act of 1940

                  (f) / /     Employee  Benefit Plan,  Pension Fund
                              which is  subject to the  provisions  of the
                              Employee  Retirement  Income Security Act of
                              1974 or Endowment Fund

                  (g) / /     Parent Holding Company,  in  accordance  with Rule
                              13d-1(b)(1)(ii)(G)

                  (h) / /     Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

ITEM 4   OWNERSHIP:

                  (a)      Amount Beneficially Owned:

                           Advisory Research, Inc.            None
                           David B. Heller                    None

                  (b)      Percent of Class:

                           Advisory Research, Inc.            None
                           David B. Heller                    None

                  (c) Number of shares as to which such person has:

                           (i)      Sole power to vote or to direct the vote:

                                    None

                      (ii) Shared power to vote or to direct the vote:

                                    Advisory Research, Inc.   None
                                    David B. Heller           None

                     (iii) Sole  power to  dispose or to direct the  disposition
                           of:



                               Page 5 of 9 Pages


<PAGE>

                                    None

                      (iv) Shared power to dispose or to direct the  disposition
                           of:

                                    Advisory Research, Inc.   None
                                    David B. Heller           None

                  David B. Heller is the President and  controlling  shareholder
                  of Advisory Research, Inc.

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 [ X ].

ITEM 6   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:    

                  Not applicable.

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.



                               Page 6 of 9 Pages


<PAGE>



ITEM 10  CERTIFICATION:

                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are  held in the  ordinary  course  of  business  and were not
                  acquired  and are not  held  for the  purpose  of or with  the
                  effect of changing or influencing the control of the issuer of
                  such  securities  and  were not  acquired  and are not held in
                  connection with or as a participant in any transaction  having
                  such purposes or effect.



                               Page 7 of 9 Pages


<PAGE>



                                    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.

Dated:  February  8, 1999

                                          ADVISORY RESEARCH, INC.


                                          By: /s/ David B. Heller              
                                              ----------------------------------
                                              Name:  David B. Heller
                                              Its:   President



                                    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.

Dated:  February  8, 1999



                                                  By: /s/ David B. Heller
                                                      --------------------------
                                                      David B. Heller



                               Page 8 of 9 Pages





                                     EXHIBIT


                       SCHEDULE 13G JOINT FILING AGREEMENT

                  The  undersigned  and each other person  executing  this joint
filing agreement agree as follows:

                   (i) The  undersigned  and each other  person  executing  this
joint  filing  agreement  are  individually  eligible to use the Schedule 13G to
which this Exhibit is attached,  and such Schedule 13G is filed on behalf of the
undersigned and each other person executing this joint filing agreement; and

                  (ii) The  undersigned  and each other  person  executing  this
joint filing  agreement are  responsible  for the timely filing of such Schedule
13G and any amendments  thereto,  and for the  completeness  and accuracy of the
information   concerning  such  person  contained  therein;   but  none  of  the
undersigned  or any other  person  executing  this  joint  filing  agreement  is
responsible for the  completeness or accuracy of the information  concerning any
other  persons  making the filing,  unless  such  person  knows or has reason to
believe that such information is inaccurate.

                  This Agreement may be executed in one or more  counterparts by
each person executing this joint filing  agreement,  and each such  counterparts
shall be an original but all of which, taken together,  shall constitute but one
and the same instrument.

Dated:  February 8, 1999

                                       ADVISORY RESEARCH, INC.


                                       By: /s/ David B. Heller
                                           -------------------------------------
                                           Name:  David B. Heller
                                           Its:       President



                                                  /s/ David B. Heller
                                                  ------------------------------
                                                  David B. Heller


                               Page 9 of 9 Pages



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