FINISH LINE INC /DE/
SC 13G/A, 1997-04-07
SHOE STORES
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<PAGE>


                                 UNITED STATES 
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G/A

                 Under the Securities Exchange Act of 1934
                                Amendment #2 



                              FINISH LINE INC.
                     ----------------------------------
                              (Name of Issuer)

                                COMMON STOCK 
                     ----------------------------------
                       (Title of Class of Securities)

                                 317923100 
                              (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).



<PAGE>

CUSIP No. 317923100                   13G                 Page  2  of  13 Pages
          ---------                                            ---    --- 

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

     Husic Capital Management 
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
     California 
- -------------------------------------------------------------------------------
Number of Shares              (5) Sole Voting Power 
 Beneficially                     0 
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting Power 
 Person With                      996,300 
                             --------------------------------------------------
                              (7) Sole Dispositive Power 
                                  0 
                             --------------------------------------------------
                              (8) Shared Dispositive Power 
                                  996,300 
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
     1,265,100 
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
     7.5%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
     PN, IA 
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 317923100                   13G                 Page  3  of  13 Pages
          ---------                                            ---    --- 

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

     Frank J. Husic and Co. 
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
     California 
- -------------------------------------------------------------------------------
Number of Shares              (5) Sole Voting Power 
 Beneficially                     0 
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting Power 
 Person With                      996,300 
                             --------------------------------------------------
                              (7) Sole Dispositive Power 
                                  0 
                             --------------------------------------------------
                              (8) Shared Dispositive Power 
                                  996,300 
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
     1,265,100 
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
     7.5% 
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
     CO, HC 
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 317923100                   13G                 Page  4  of  13 Pages
          ---------                                            ---    --- 

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

     Frank J. Husic 
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
     U.S.A. 
- -------------------------------------------------------------------------------
Number of Shares              (5) Sole Voting Power 
 Beneficially                     0 
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting Power 
 Person With                      996,300 
                             --------------------------------------------------
                              (7) Sole Dispositive Power 
                                  0 
                             --------------------------------------------------
                              (8) Shared Dispositive Power 
                                  996,300 
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
     1,265,100 
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
     7.5% 
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
     IN, HC 
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>

ITEM 1.

     (a)  NAME OF ISSUER: FINISH LINE INC.

     (b)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
          3308 North Mitthoeffer Road 
          Indianapolis, IN 46236 

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 and 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 


                              Page 5 of 13 pages
<PAGE>

          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:
          
          317923100 

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 Security Act of 1974 
               or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)

                              Page 6 of 13 pages
<PAGE>

     (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 240.13d-1(b)(1)(ii)(H)

ITEM 4.   OWNERSHIP

     (a)  AMOUNT BENEFICIALLY OWNED:  Reporting Persons each directly or 
indirectly beneficially own 1,265,100 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:  7.5%

     (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 996,300 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.

                        IA, Corporate G.P. and Shareholder have no power to 
                        vote 268,800 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 of 1,265,100 shares for 
                        which they have direct or indirect beneficial 
                        ownership. They do not share this power with any 
                        other person.

                              Page 7 of 13 pages
<PAGE>

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 to 
          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.

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 each securities and 
were not acquired in connection with or as a participant in any transaction 
having such purposes or effect.

                              Page 8 of 13 pages
<PAGE>
                                 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.

March 31, 1997 

Dated: April 7, 1997


                                           HUSIC CAPITAL MANAGEMENT 

                                           By:  Frank J. Husic and Co. 
                                           Its: General Partner 

                                           By: 
                                              ------------------------------- 
                                                Frank J. Husic 
                                                President 


                                           FRANK J. HUSIC AND CO. 


                                           By: 
                                              ------------------------------- 
                                                Frank J. Husic 
                                                President 


                                           By: 
                                              ------------------------------- 
                                                Frank J. Husic 








                              Page 9 of 13 pages
<PAGE>

                                 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 10 of 13 pages
<PAGE>

                                  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 FINISH LINE 
INC. may be filed by any of the undersigned as a joint filing on behalf of 
all of the undersigned.

March 31, 1997

Dated: April 7, 1997


                                           HUSIC CAPITAL MANAGEMENT 

                                           By:  Frank J. Husic and Co. 
                                           Its: General Partner 

                                           By: 
                                              ------------------------------- 
                                                Frank J. Husic 
                                                President 


                                           FRANK J. HUSIC AND CO. 


                                           By: 
                                              ------------------------------- 
                                                Frank J. Husic 
                                                President 


                                           By: 
                                              ------------------------------- 
                                                Frank J. Husic 







                              Page 11 of 13 pages
<PAGE>

                                  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 12 of 13 pages


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