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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
Greyhound Lines
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
398048108
________________________
(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
________________________
(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.
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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 398048108 Page 2 of 8 Pages
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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 4,457,302
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,042,931
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,042,931
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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)
9.38%
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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.
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SCHEDULE 13D
CUSIP No. 398048108 Page 3 of 8 Pages
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 317,762
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
317,762
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,762
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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)
0.60%
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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.
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SCHEDULE 13D
CUSIP No. 398048108 Page 4 of 8 Pages
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
CUSIP No. 398048108 Page 5 of 8 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as follows:
Purchaser Source of Funds Amount
SCM Accounts under Management $19,988,257.12
SP Working Capital $ 1,282,306.80
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
CUSIP No. 398048108 Page 6 of 8 Pages
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:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
SCM 5,042,931 9.38% 0 4,457,302 0 5,042,931
SP 317,762 0.60% 0 317,762 0 317,762
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:
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SCHEDULE 13D
CUSIP No. 398048108 Page 7 of 8 Pages
Purchase Number Price Broker
Name or Sale Date of Shares Per Share Used (1)
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 3,561,131 2.1500 (2)
SP P 12/29/94 229,862 2.1500 (2)
SCM P 12/30/94 100,000 2.2200 sutro
SCM P 12/30/94 20,000 2.3150 nutmg
(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 3,561,131 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 229,862 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.
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 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
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SCHEDULE 13D
CUSIP No. 398048108 Page 8 of 8 Pages
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 18, 1995.
SNYDER CAPITAL MANAGEMENT, INC.
By
Steven J. Block,
Vice President<PAGE>
STIRLING PARTNERS, a California
Limited Partnership
By Snyder Capital Management,
Inc., General Partner
By
Steven J. Block,
Vice President
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