SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 2)*
of
TBK Partners, L.P.
Under the Securities Exchange Act of 1934
HUB GROUP, INC.
(Name of Issuer)
Class A - Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
443320106
(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)
SEPTEMBER 18, 2000
(Date of Event which Required Filing of this Statement)
<PAGE>
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
theAct, but shall be subject to all the provisions of the Act (however, see
the Notes).
<PAGE>
<PAGE>
CUSIP No. 443320106
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Tweedy, Browne Company LLC ("TBC")
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
(2)(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
TBC has sole voting power with respect
to 517,422 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
0 shares, except that certain of the
members of TBC may be deemed to have
sole power to vote certain shares as more
fully set forth herein.
-------------------------------------------------------
(10) Shared Dispositive Power
520,992 shares held in accounts of TBC
(as hereinafter defined).
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
520,992 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [x]
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(13) Percent of Class Represented by Amount in Row (11)
7.45%
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(14) Type of Reporting Person (See Instructions)
BD, IA & 00
<PAGE>
CUSIP No. 443320106
----------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
TBK Partners, L.P. ("TBK")
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ x]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC and BK
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items (2)(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
80,864 shares, except that the
the general partners in TBK,
solely by reason of their positions
as such, may be deemed to have
shared power to vote these shares.
Number of Shares -----------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With: -----------------------------------------------------
(9) Sole Dispositive Power
80,864 shares, except that the
general partners in TBK, 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
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
80,864 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11)
1.16%
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(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
PRELIMINARY NOTE
The persons filing this Amendment No. 2 are (i) Tweedy, Browne Company
LLC ("TBC"), a Delaware limited liability company, and (ii) TBK Partners,
L.P., a Delaware limited partnership. This Amendment No. 2 amends a Statement
on Schedule 13D filed by TBC and TBK dated June 30, 1999. However, the filing
of this Amendment No. 2 should not be deemed an admission that TBC and TBK
comprises 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. 2 relates to the Class A - Common Stock, $.01 par
value (the "Common Stock"), of Hub Group, Inc.(the "Company"), which, to the
best knowledge of the persons filing this Amendment No. 2, is a company
organized under the laws of Delaware, with its principal executive offices
located at 377 East Butterfield Road, Suite 700, Lombard, Illinois 60148.
This Amendment No. 2 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 TBK,
there has been no material change in the information set forth in response to
Items 1,4,6 and 7 of the Statement, as amended. Accordingly, those Items are
omitted from this Amendment No. 2.
ITEM 2. IDENTITY AND BACKGROUND
Other than as set forth herein, to the best knowledge of TBC and TBK,
there has been no material change in the information set forth in Item 2 of
the Statement, as amended.
(a) The general partners of TBK are Christopher H. Browne, William H.
Browne and John D. Spears (the "TBK General Partners"). The members of TBC
are Christopher H. Browne, William H. Browne, John D. Spears, Thomas H.
Shrager, Robert Q. Wyckoff, Jr. and AMG/TBC Holdings, Inc. ("Holdings") (the
"TBC Members").
(b) The business address of each of TBC, TBK, the TBC Members (except
Holdings) and the TBK General Partners is 350 Park Avenue, New York, NY 10022.
The business address of Holdings is Two International Place, 23rd Floor,
Bosotn, MA 02110.
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 520,992 shares of Common Stock
(the "TBC Shares"), all of which shares were purchased in open market
transactions. The aggregate cost of the TBC Shares, including brokerage
commissions, was $ 8,790,864.
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 of the Statement), will come
from the funds on hand for each individual managed account, which funds on
hand at any time and from time to time may include, among others, funds
borrowed pursuant to margin accounts maintained at U.S. Clearing. Borrowings
made by certain TBC Accounts pursuant to such margin accounts are secured by
margin securitites 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.
As of the date hereof, TBK beneficially owns directly 80,864 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. The aggregate cost of the TBK Shares, including
brokerage commissions, was $1,126,079.
It is expected that funds used by TBK to purchase additional shares of
Common Stock, if additional shares are purchased by TBK (see Item 4 hereof),
will come from TBK's general funds, which include cash and cash equivalents on
hand and in banks.
TBK's general funds have included, and it is expected that they will
from time to time include, funds borrowed by it pursuant to an understanding
with Chase Manhattan Bank. As of the date hereof, TBK has a loan outstanding
with Chase Manhattan Bank of in the amount $20,000. Borrowings made by TBK
pursuant to that understanding bear interest at the brokers' call rate in
effect from time to time to Chase Manhattan Bank. TBK's funds may also
include funds borrowed pursuant to a Line of Credit Agreement between TBK and
Boston Safe Deposit and Trust Company. Pursuant to the Line of Credit
Agreement, TBK may borrow up to $15,000,000 at the brokers' call rate charged
from time to time by Boston Safe Deposit & Trust Company. Borrowings made by
TBK pursuant to its understandings with Chase Manhattan Bank and the Line of
Credit Agreement with Boston Safe Deposit and Trust Company are secured by
securities owned by TBK; such borrowings are not secured by any TBK Shares.
No borrowing from Chase Manhattan Bank or Boston Safe Deposit and Trust
Company were made for the purpose of acquiring the TBK Shares. TBK reserves
the right to include all or any of the shares of Common Stock owned by it at
any time or from time to time, among the securities that serve as collateral
for such borrowings, subject to compliance with any applicable statutes and
regulations.
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 520,992 shares of Common Stock, which constitutes
approximately 7.45% of the 6,991,000 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 of the date hereof, TBK beneficially owns directly 80,864 shares
of Common Stock, which constitutes approximately 1.16% of the 6,991,000
shares of Common Stock which TBK believes to be the total number of
shares of Common Stock outstanding.
Each of TBC and TBK 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 TBK could be deemed to be
the beneficial owner as of the date hereof, is 601,856 shares, which
constitutes approximately 8.61% of the 6,991,000 shares of Common Stock, which
the filing persons believe to be the total number of shares of Common Stock
outstanding. Nothing contained herein shall be construed as an admission that
TBC is the beneficial owner of any of the TBC Shares.
The aggregate number of shares and percentage of Common Stock with
respect to which each of the Members of TBC who are also TBK General Partners
may be deemed to be the beneficial owner by reason of his being a Member of
TBC and a general partner in TBK, respectively, is 601,856 shares, which
constitutes approximately 8.61% of the 6,991,000 shares of Common Stock
outstanding. However, nothing contained herein shall be construed as an
admission that any of the TBK General Partners or 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 Thomas H. Shrager, Robert Q. Wyckoff, Jr. and Holdings, by
reason of their or its position as a TBC Member, may be deemed to be the
beneficial owner of 601,856 shares which constitutes approximately 8.61% of
the 6,991,000 shares of Common Stock outstanding. However, nothing
contained herein shall be constued as an admission that any of the TBC
Members is the beneficial owner of any shares of Common Stock, except as set
forth herein as expressly and admittedly being beneficially onwed by a
particular TBC Member.
Each of TBC and TBK disclaims beneficial ownership of
Common Stock held by the other. Except as described herein, to the best
knowledge of TBC and TBK, no person who may be deemed to comprise a group with
any of TBC, TBK, or any other person named in Item 2 of the Statement,
beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 520,992 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 517,422 shares of Common
Stock held in certain TBC Accounts.
Each of the Members of TBC, solely by reason of their positions as
such, may be deemed to have (i) shared power to dispose of 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 517,422 shares of Common
Stock held in certain TBC Accounts.
TBK has the sole power to vote or direct the voting of and dispose or
direct the disposition of the TBK Shares. Each of the TBK General Partners
solely by reason of their positions as general partners, may be deemed to have
shared power to vote or direct the vote of and to dispose or direct the
disposition of the TBK Shares.
( c) Transactions in Common Stock effected by TBC and TBK during the
sixty-day period ended as of the date hereof are set forth below:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 07/20/00 1,000 $ 12 1/8
07/28/00 413 $ 13 1/16
08/11/00 1,300 $ 13
08/17/00 490 $ 13/14
08/18/00 100 $ 13
09/13/00 29,200 $ 12.065900
09/14/00 180 $ 11
09/18/00 24,430 $ 11
09/20/00 815 $ 11 1/4
TBK: 09/18/00 15,570 $ 11
</TABLE>
(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 TBK General
Partners may be deemed to have such rights and powers solely by
reason of being General Partners in TBK.
(e) Not applicable.
<PAGE>
SIGNATURE
Each of Tweedy, Browne Company LLC and TBK Partners, L.P. after
reasonable inquiry and to the best of its knowledge and belief, hereby
certifies that the information set forth in this Amendment No. 2 is
true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By: /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By: /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
General Partner
Dated: September 18, 2000
