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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1*)
GREYHOUND LINES
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
398048108
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(CUSIP Number)
Douglas L. Hammer, Esq.
Shartsis Friese & Ginsburg
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 29, 1994
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(Date of Event which Requires Filing of this Statement)
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 being 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.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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.
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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 other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
SNYDER CAPITAL MANAGEMENT, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX 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
CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,325,449
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
4,893,276
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,893,276
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 398048108 PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
STIRLING PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 308,101
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
308,101
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,101
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 398048108 PAGE 4 OF 8 PAGES
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ITEM 1. SECURITY AND ISSUER.
This amended statement relates to shares of Common Stock (the "Stock") of
Greyhound Lines, a Delaware corporation ("GL"). The principal executive
office of GL is located at 15110 N. Dallas Parkway, Suite 600, Dallas, TX
75248.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this amended statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective
places of organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, is as follows:
(a) Snyder Capital Management, Inc., a California corporation
("SCM"); Stirling Partners, a California Limited Partnership ("SP"); Alan
B. Snyder ("Snyder"); Steven J. Block ("Block"); Walter Niemasik, Jr.
("Niemasik"); and Margot Murtaugh ("Murtaugh").
(b) The business address of SCM, SP, Snyder, Block, Niemasik and
Murtaugh is 350 California Street, Suite 1460, San Francisco, CA 94104.
(c) Snyder is the President of SCM, and Block, Niemasik and Murtaugh
are the Vice Presidents of SCM. Snyder and Niemasik are the sole
shareholders of SCM. SCM is the General Partner of SP, which is an
investment limited partnership.
(d) During the last five years, none of such persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of such persons was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) All such persons are citizens of the United States of America.
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SCHEDULE 13D
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CUSIP NO. 398048108 PAGE 5 OF 8 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
<TABLE>
<CAPTION>
Purchaser Source of Funds Amount
--------- --------------- ------
<S> <C> <C>
SCM Accounts under Management $19,666,498.87
SP Working Capital $ 1,261,535.65
</TABLE>
ITEM 4. PURPOSE OF TRANSACTION.
The principal purpose of the acquisitions of securities is investment. The
persons named in Item 2 of this amended statement have no plans or
proposals that relate to or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving GL or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of GL or of any
of its subsidiaries;
(c) Any change in the present board of directors or management of GL,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(d) Any material change in the present capitalization or dividend
policy of GL;
(e) Any other material change in GL's business or corporate
structure;
(f) Changes in GL's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of GL
by any person;
(g) Causing a class of securities of GL to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(h) A class of equity securities of GL becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(i) Any action similar to any of those enumerated above.
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SCHEDULE 13D
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CUSIP NO. 398048108 PAGE 6 OF 8 PAGES
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When the persons named in Item 2 of this statement filed Schedule 13D on
June 24, 1994, with respect to their ownership of Stock, such persons
intended to communicate directly with GL's management regarding its
financial condition, management and business plan, with a view to
formulating suggestions for improvement. Such persons were also
considering the advisability of discussing these matters with other
significant shareholders and other ways to support and improve GL's
business operations. Such persons no longer intend to engage in these
activities or otherwise to attempt to change or influence the management or
control of GL. The shares of Stock such persons acquired in the last 60
days were acquired in the ordinary course of business and not with the
purpose or effect of changing or influencing the control of GL, nor in
connection with or as a participant in any transaction having such a
purpose or effect.
Because their purposes in acquiring and holding Stock have changed as
described in the preceding paragraph, the persons named in Item 2 of this
statement intend this amended statement to be their final statement on
Schedule 13D with respect to the Stock, unless their purposes in acquiring
and holding Stock change again so as to require the filing of a statement
on Schedule 13D. Such persons intend to file a statement on Schedule 13G
with respect to the Stock by February 15, 1995.
Such persons may acquire additional Stock at any time or may dispose of
part or all of their Stock at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the persons named in Item 2 of
this amended statement is as follows at the date hereof:
<TABLE>
<CAPTION>
Aggregate
Beneficially Owned Voting Power Dispositive Power
------------------ ------------ -----------------
Name Number Percent Sole Shared Sole Shared
---- ------ ------- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
SCM 4,893,276 8.7% 0 4,325,449 0 4,893,276
SP 308,101 0.6% 0 308,101 0 308,101
</TABLE>
The persons filing this statement effected the following transactions in the
Stock on the dates indicated, and such transactions are the only transactions by
the persons filing this statement in the Stock since October 30, 1994:
<PAGE>
SCHEDULE 13D
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CUSIP NO. 398048108 PAGE 7 OF 8 PAGES
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<TABLE>
<CAPTION>
Purchase Number Price Broker
Name or Sale Date of Shares Per Share Used (1)
---- -------- ---- --------- --------- --------
<S> <C> <C> <C> <C> <C>
SCM P 11/3/94 20,000 2.5625 niko
SCM S 11/3/94 20,000 2.5625 niko
SCM P 12/29/94 3,411,476 2.1500 (2)
SP P 12/29/94 220,201 2.1500 (2)
SCM P 12/30/94 100,000 2.2200 sutro
SCM P 12/30/94 20,000 2.3150 nutmg
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<FN>
(1) Key to brokers used:
niko - Louis Nicoud
nutmg - Nutmeg Securities
sutro - Sutro & Company
(2) Shares were issued by GL. In an offering that closed on December 29,
1994 (the "Rights Offering"), GL offered up to 16,279,070 shares of
Stock pursuant to transferable rights ("Rights") issued to persons,
including SCM and SP, who were holders of record of Stock on November
29, 1994. In addition to exercising its Rights, SCM agreed to
oversubscribe, on behalf of 49 accounts managed by it (including SP),
for up to an aggregate of 2,182,000 additional shares of Stock (the
"Committed Oversubscription"). Through the exercise of its Rights and
the pro rata portion of the Committed Oversubscription allocable to
the 48 participating accounts other than SP, SCM purchased a total of
3,411,476 shares of Stock on December 29, 1994. Through the exercise
of its Rights and its pro rata portion of the Committed
Oversubscription, SP purchased a total of 220,201 shares of Stock on
December 29, 1994. In consideration for SCM's commitment to
oversubscribe, GL paid each of the 49 SCM accounts that participated
in the Committed Oversubscription (including SP) a commitment fee
equal to one percent of the aggregate exercise price for each
account's pro rata portion of the Committed Oversubscription. In
addition, GL paid each such SCM account a fee equal to five percent of
the exercise price actually paid for Stock acquired pursuant to the
Committed Oversubscription.
</TABLE>
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
SCM is the General Partner of SP, pursuant to a limited partnership
agreement providing to SCM the authority, among other things, to invest the
funds of SP in the Stock, to vote and dispose of those securities and to
file this statement on behalf of SP. Pursuant to such limited partnership
agreement, the general partner of SP is
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SCHEDULE 13D
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CUSIP NO. 398048108 PAGE 8 OF 8 PAGES
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entitled to fees based on assets under management. Pursuant to investment
management agreements, SCM is authorized, among other things, to invest
funds of its various investment advisory clients, and to vote and dispose
of those securities. Such investment management agreements may be
terminated by either party on thirty days' notice, and provide for fees
payable to SCM based on assets under management.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
(previously filed).
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this amended statement is true, complete
and correct.
DATED: January ___, 1995.
SNYDER CAPITAL MANAGEMENT, INC. STIRLING PARTNERS, a California
Limited Partnership
By Snyder Capital Management, Inc.,
General Partner
By __________________________
Steven J. Block,
Vice President By _____________________________
Steven J. Block,
Vice President
