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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)*
ORCHARD SUPPLY HARDWARE CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
685691107
(CUSIP Number)
Check the following box if a fee is being paid with this statement (A fee is
not required only if the filing 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 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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CUSIP NO. 685691107 13G Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON Husic Capital Management
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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 California
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5 SOLE VOTING POWER 0
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 258,400
OWNED BY
EACH ------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH ------------------------------------------------------
8 SHARED DISPOSITIVE POWER 277,400
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 277,400
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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 9 3.9%
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 685691107 13G Page 3 of 13 Pages
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12 TYPE OF REPORTING PERSON* PN, IA
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1 NAME OF REPORTING PERSON Frank J. Husic and Co.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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 California
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5 SOLE VOTING POWER 0
NUMBER OF
SHARES -------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 258,400
OWNED BY
EACH -------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH -------------------------------------------------------
8 SHARED DISPOSITIVE POWER 277,400
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 277,400
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 685691107 13G Page 4 of 13 Pages
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9%
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12 TYPE OF REPORTING PERSON* CO, HC
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1 NAME OF REPORTING PERSON Frank J. Husic
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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 U.S.A.
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5 SOLE VOTING POWER 0
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 258,400
OWNED BY
EACH -----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH -----------------------------------------------------
8 SHARED DISPOSITIVE POWER 277,400
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 277,400
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 685691107 13G Page 5 of 13 Pages
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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 9 3.9%
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12 TYPE OF REPORTING PERSON* IN, HC
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ITEM 1.
(a) NAME OF ISSUER: ORCHARD SUPPLY HARDWARD CORP.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6450 Via Del Oro
San Jose, Ca. 95119-1208
ITEM 2.
(a) NAME OF PERSON FILING: This statement is being filed by (i) Husic
Capital Management, a California limited partnership and registered investment
adviser ("IA"), (ii) Frank J. Husic and Co., a California corporation
("Corporate G.P.") and (iii) Frank J. Husic ("Shareholder") (collectively, the
"Reporting Persons"). Corporate G.P. controls IA by virtue of its position as
the sole general partner of IA. Shareholder controls IA by virtue of
Shareholder's position as the sole shareholder of Corporate G.P.
IA's beneficial ownership of the Common Stock is direct as a result
of IA's discretionary authority to buy, sell, and vote shares of such Common
Stock for its investment advisory clients. Corporate G.P.'s beneficial
ownership of Common Stock is indirect as a result of its control of IA.
Shareholder's beneficial ownership of Common Stock is indirect as a result of
Shareholder's stock ownership in Corporate G.P. The beneficial ownership of
the Corporate G.P. and Shareholder is reported solely because Rule 13d-1(a) and
(b) under the Securities
* SEE INSTRUCTION BEFORE FILLING OUT!
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Exchange Act of 1934, as amended, requires any person who is "directly or
indirectly" the beneficial owner of more than five percent of any equity
security of a specified class to file a Schedule 13G within the specified time
period. The answers in blocks 6, 8, 9 and 11 on pages 3 and 4 above and in
responses to item 4 by Corporate G.P. and Shareholder are given on the basis of
the "indirect" beneficial ownership referred to in such Rule, based on the
direct beneficial ownership of Common Stock by IA and the relationship of
Corporate G.P. and Shareholder to IA referred to above.
Information with respect to each Reporting Person is given solely by
the respective Reporting Person, and no Reporting Person undertakes hereby any
responsibility for the accuracy or completeness of such information concerning
any other Reporting Person.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
IA's Principal Business Office is located at:
555 California Street, Suite 2900, San Francisco, CA 94104
Corporate G.P.'s Principal Business Office is located at:
555 California Street, Suite 2900, San Francisco, CA 94104
Shareholder's Principal Business Office is located at:
555 California Street, Suite 2900, San Francisco, CA 94104
(c) CITIZENSHIP:
IA is a California limited partnership.
Corporate G.P. is a California corporation.
Shareholder is a United States citizen.
(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
685691107
Page 6 of 13 pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 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
(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
[IA]
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) /x/ Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
[Corporate G.P.]
[Shareholder]
(h) / / Group, in accordance with Section 240.13d1-(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: Reporting Persons each directly or
indirectly beneficially own 277,400 shares of Common Stock. IA's beneficial
ownership is direct and Corporate G.P.'s and Shareholder's beneficial ownership
is indirect.
(b) PERCENT OF CLASS: 3.9%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
IA, Corporate G.P. and Shareholder share the power to vote
258,400 shares. No other person has the power to vote such
shares.
Page 7 of 13 pages
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In addition, IA, Corporate G.P. and Shareholder share with
the investment advisory clients of IA the power to vote 0
shares.
IA, Corporate G.P. and Shareholder have no power to vote
19,000 shares for which they have dispositive power.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
IA, Corporate G.P. and Shareholder share with each other the
power to dispose all 277,400 shares for which they have
direct or indirect beneficial ownership. They do not share
this power with any other person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Ceases to be beneficial owner of 5% or more of the outstanding shares.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
IA, a registered investment adviser, Corporate G.P., IA's sole general
partner, and Shareholder, the sole shareholder of Corporate G.P., have the
right or the power to direct the receipt of dividends from Common Stock,
and to direct the receipt of proceeds from the sale of Common Stock to
IA's investment advisory clients. No single investment advisory client of
IA owns more than 5% of the Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Corporate G.P. and Shareholder are the equivalent of parent holding
companies for purposes of this Schedule 13G. IA is the equivalent of
Corporate G.P.'s direct subsidiary and Shareholder's indirect subsidiary,
and IA acquired the security being reported on by Corporate G.P. and
Shareholder. IA is a registered investment adviser. See Exhibit B.
Page 8 of 13 pages
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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.
Page 9 of 13 pages
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 31, 1996
Dated: February 12, 1996
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic and Co.
Its: General Partner
By: /s/ Frank J. Husic
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Frank J. Husic
President
FRANK J. HUSIC AND CO.
By: /s/ Frank J. Husic
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Frank J. Husic
President
By: /s/ Frank J. Husic
-----------------------------------
Frank J. Husic
Page 10 of 13 pages
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EXHIBITS
EXHIBIT A Statement With Respect To Joint Filing Of Schedule 13G
EXHIBIT B Identification and Classification of Subsidiary Which Acquired
Security Being Reported On By the Parent Holding Company
Page 11 of 13 pages
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EXHIBIT A
STATEMENT WITH RESPECT TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that any statement of Schedule 13G to be
filed with the Securities and Exchange Commission by any of the undersigned,
including any amendment thereto, with respect to securities of ORCHARD SUPPLY
HARDWARE CORP. may be filed by any of the undersigned as a joint filing on
behalf of all of the undersigned.
January 31, 1996
Dated: February 12, 1996
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic and Co.
Its: General Partner
By: /s/ Frank J. Husic
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Frank J. Husic
President
FRANK J. HUSIC AND CO.
By: /s/ Frank J. Husic
----------------------------------
Frank J. Husic
President
By: /s/ Frank J. Husic
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Frank J. Husic
Page 12 of 13 pages
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EXHIBIT B
IDENTIFICATION AND CLASSIFICATION OF
SUBSIDIARY WHICH ACQUIRED SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANIES
IA, a registered investment adviser, acquired "beneficial ownership" of
the securities being reported on as a result of its discretionary authority to
acquire, dispose and (with respect to certain of such securities) vote the
securities being reported on. Pursuant to Rule 13d-1(b)(ii)(G) of the
Securities Exchange Act of 1934, as amended, a parent holding company may file
a statement on Schedule 13G. Under a series of SEC no-action letters,
including the letter issued to WARREN BUFFET AND BERKSHIRE HATHAWAY, INC.
(available December 5, 1986), the SEC allowed individuals to file Schedule 13G,
if such individuals controlled corporations that either were eligible to file
Schedule 13G or directly or indirectly controlled entities eligible to file
Schedule 13G reports. As an individual and an entity, respectively, ultimately
controlling an entity qualified to file Schedule 13G, Shareholder and Corporate
G.P. should be treated as "parent holding companies" and given the benefit of
the Schedule 13G reporting regime to report their indirect beneficial ownership
in such shares.
Page 13 of 13 pages
