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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. ____________)*
SCIENTIFIC ATLANTA INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
808655104
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (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 areporting 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. 808655104 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)
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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 ----------------------------------------------------------------------
6 SHARED VOTING POWER 2,092,750
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7 SOLE DISPOSITIVE POWER 0
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8 SHARED DISPOSITIVE POWER 2,653,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,653,000
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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 7.1%
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 808655104 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)
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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 ----------------------------------------------------------------------
6 SHARED VOTING POWER 2,092,750
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7 SOLE DISPOSITIVE POWER 0
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8 SHARED DISPOSITIVE POWER 2,653,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,653,000
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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. 808655104 13G Page 4 of 13 Pages
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1%
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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)
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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 ----------------------------------------------------------------------
6 SHARED VOTING POWER 2,092,750
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7 SOLE DISPOSITIVE POWER 0
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8 SHARED DISPOSITIVE POWER 2,653,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,653,000
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 808655104 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 7.1%
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12 TYPE OF REPORTING PERSON* IN, HC
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ITEM 1.
(a) NAME OF ISSUER: SCIENTIFIC ATLANTA INC.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Technology Park South
Atlanta, Ga. 30348.
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 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.
* SEE INSTRUCTION BEFORE FILLING OUT!
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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:
808655104
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
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(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 XXXXXXXXXXXX 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: 7.1%
(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 2,092,750_ shares. No other person has the
power to vote such shares.
In addition, IA, Corporate G.P. and Shareholder
share with the investment advisory clients of IA
the power to vote 0_ shares.
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IA, Corporate G.P. and Shareholder have no power
to vote 560,250_ 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 2,653,000_ 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
Not applicable.
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.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
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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.
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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 28, 1994
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic and Co.
Its: General Partner
By: /s/ Frank J. Husic
________________________________
Frank J. Husic
President
FRANK J. HUSIC AND CO.
By: /s/ Frank J. Husic
________________________________
Frank J. Husic
President
By: /s/ Frank J. Husic
________________________________
Frank J. Husic
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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
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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 Scientific Atlanta Inc. may
be filed by any of the undersigned as a joint filing on behalf of all of the
undersigned.
January 28, 1994
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic and Co.
Its: General Partner
By: /s/ Frank J. Husic
________________________________
Frank J. Husic
President
FRANK J. HUSIC AND CO.
By: /s/ Frank J. Husic
________________________________
Frank J. Husic
President
/s/ Frank J. Husic
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Frank J. Husic
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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.
