HUSIC CAPITAL MANAGEMENT
SC 13G, 2000-02-14
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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. )*



                             BLOCKBUSTER, INC. CL A
- --------------------------------------------------------------------------------
                                (Name of Issuer)


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


                                    93679108
                      ------------------------------------
                                 (CUSIP Number)


                                DECEMBER 31, 1999
     --------------------------------------------------------------------
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         /X/  Rule 13d-1(b)

         / /  Rule 13d-1(c)

         / /  Rule 13d-1(d)

*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
disclosure 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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                                                              Page 2 of 10 Pages

CUSIP NO.  93679108
           --------

- --------------------------------------------------------------------------------
          Name of Reporting Persons.
1         I.R.S. Identification Nos. of Above Persons (Entities Only).

          HUSIC CAPITAL MANAGEMENT

- --------------------------------------------------------------------------------
          Check the Appropriate Box If a Member of a Group (See Instructions)
2
          (A)   / /

          (B)   / /

- --------------------------------------------------------------------------------
          Sec Use Only
3

- --------------------------------------------------------------------------------
          Citizenship or Place of Organization
4
          CALIFORNIA

- --------------------------------------------------------------------------------

                         5      SOLE VOTING POWER

                                1,900,000
                        --------------------------------------------------------

   NUMBER OF             6      SHARED VOTING POWER
    SHARES
  BENEFICIALLY                  0
    OWNED BY            --------------------------------------------------------
      EACH
   REPORTING             7      SOLE DISPOSITIVE POWER
  PERSON WITH
                                1,900,000
                        --------------------------------------------------------

                         8      SHARED DISPOSITIVE POWER

                                0
- --------------------------------------------------------------------------------

9      Aggregate Amount Beneficially Owned by Each Reporting Person

       1,900,000
- --------------------------------------------------------------------------------

10     Check If the Aggregate Amount in Row (9) Excludes Certain Shares
       (See Instructions)

- --------------------------------------------------------------------------------

11     Percent of Class Represented by Amount in Row (9)
       6.13%
- --------------------------------------------------------------------------------

12     Type  of Reporting Person (See Instructions)
       PN, IA
- --------------------------------------------------------------------------------
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                                                                   Page 3 of 10


CUSIP NO.  93679108
           --------
- --------------------------------------------------------------------------------
          Name of Reporting Persons.
1         I.R.S. Identification Nos. of Above Persons (Entities Only).

          FRANK J. HUSIC & CO.

- --------------------------------------------------------------------------------
          Check the Appropriate Box If a Member of a Group (See Instructions)
2
          (A)   / /

          (B)   / /

- --------------------------------------------------------------------------------
          Sec Use Only
3

- --------------------------------------------------------------------------------
          Citizenship or Place of Organization
4
          CALIFORNIA

- --------------------------------------------------------------------------------

                         5      SOLE VOTING POWER

                                1,900,000
                        --------------------------------------------------------

   NUMBER OF             6      SHARED VOTING POWER
    SHARES
  BENEFICIALLY                  0
    OWNED BY            --------------------------------------------------------
      EACH
   REPORTING             7      SOLE DISPOSITIVE POWER
  PERSON WITH
                                1,900,000
                        --------------------------------------------------------

                         8      SHARED DISPOSITIVE POWER

                                0
- --------------------------------------------------------------------------------

9         Aggregate Amount Beneficially Owned by Each Reporting Person

          1,900,000
- --------------------------------------------------------------------------------

10        Check If the Aggregate Amount in Row (9) Excludes Certain Shares
          (See Instructions)

- --------------------------------------------------------------------------------

11        Percent of Class Represented by Amount in Row (9)
          6.13%
- --------------------------------------------------------------------------------

12        Type  of Reporting Person (See Instructions)
          CO, HC
- --------------------------------------------------------------------------------
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                                                                   Page 4 of 10


CUSIP NO.  93679108
           --------

- --------------------------------------------------------------------------------
          Name of Reporting Persons.
1         I.R.S. Identification Nos. of Above Persons (Entities Only).

          FRANK J. HUSIC

- --------------------------------------------------------------------------------
          Check the Appropriate Box If a Member of a Group (See Instructions)
2
          (A)   / /

          (B)   / /

- --------------------------------------------------------------------------------
          Sec Use Only
3

- --------------------------------------------------------------------------------
          Citizenship or Place of Organization
4
          CALIFORNIA

- --------------------------------------------------------------------------------

                         5      SOLE VOTING POWER

                                1,900,000
                        --------------------------------------------------------

   NUMBER OF             6      SHARED VOTING POWER
    SHARES
  BENEFICIALLY                  0
    OWNED BY            --------------------------------------------------------
      EACH
   REPORTING             7      SOLE DISPOSITIVE POWER
  PERSON WITH
                                1,900,000
                        --------------------------------------------------------

                         8      SHARED DISPOSITIVE POWER

                                0
- --------------------------------------------------------------------------------

9         Aggregate Amount Beneficially Owned by Each Reporting Person

          1,900,000
- --------------------------------------------------------------------------------

10        Check If the Aggregate Amount in Row (9) Excludes Certain Shares
          (See Instructions)


- --------------------------------------------------------------------------------

11        Percent of Class Represented by Amount in Row (9)
          6.13%
- --------------------------------------------------------------------------------

12        Type  of Reporting Person (See Instructions)
          IN, OO (CONTROL PERSON)
- --------------------------------------------------------------------------------
<PAGE>
                                                              Page 5 of 10 pages


ITEM 1.


            (a)   Name of Issuer

                  BLOCKBUSTER, INC. CL A

            (b)   Address of Issuer's Principal Executive Office

                  1201 Elm Street
                  Dallas, Texas 75270

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 Rules 13d-1(a) and (b) under the
                  Securities Exchange Act of 1934, as amended, require 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 5, 7, 9 and 11 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, California 94104

                  Corporate G.P.'s Principal Business Office is located at:

                  555 California Street, Suite 2900
                  San Francisco, California 94104


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                                                                   Page 6 of 10


                  Shareholder's Principal Business Office is located at:

                  555 California Street, Suite 2900
                  San Francisco, California 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

            (e)   CUSIP Number

                  93679108


ITEM 3      IF THIS STATEMENT IS FILED PURSUANT TO Sections 240.13D(b) OR
            240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:


            (a)   / / Broker or dealer registered under section 15 of the Act
                  (15 U.S.C. 78o).

            (b)   / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
                  78c)

            (c)   / / Insurance Company as defined in section 3(a)(19) of the
                  Act (15 U.S.C. 78c).

            (d)   / / Investment company registered under section 8 of the
                  Investment Company Act of 1940 (15 U.S.C. 80a-8).

            (e)   /X/ An investment adviser in accordance with
                  Section 240.13D-1(b)(1)(ii)(E);

            (f)   / / An employee benefit plan or endowment fund in accordance
                  with Section 240.13d-1(b)(10(ii)(F);

            (g)   / / A parent holding company or control person in accordance
                  with Section 249,13d-1(b)(1)(iii)(G);

            (h)   / / A savings associations as defined in Section 3(b) of the
                  Federal Deposit Insurance Act (12 U.S.C. 1813)

            (i)   / / A church plan that is excluded from the definition of an
                  investment company under section 3(c)(114) of the Investment
                  Company Act of 1940 (15 U.S.C. 80a-3);

            (j)   / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).


ITEM 4.     OWNERSHIP

            Common Stock:
<TABLE>
<S>                                                                                     <C>
            (a)     Amount Beneficially Owned:                                          1,900,000
                                                                                        ------------
</TABLE>


<PAGE>

                                                                   Page 7 of 10


<TABLE>
            <S>     <C>                                                                 <C>
            (b)     Percent of Class:                                                   6.13%
                                                                                        -----

            (c)     Number of shares as to which the joint filers have:

                    (i)  sole power to vote or to direct the vote:                      1,900,000
                                                                                        ------------
                    (ii) shared power to vote of to direct the vote:                     0
                                                                                        ---
                    (iii) sole power to dispose or to direct the disposition of:        1,900,000
                                                                                        ------------
                    (iv) shared power to dispose of or to direct the disposition of:     0
                                                                                        ---
</TABLE>

ITEM 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

            If this statement is being filed to report the fact that as of the
            date hereof the reporting person has ceased to be the beneficial
            owner of more than five percent of the class of securities, check
            the following  / /.

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 the 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

            (a) The following certification shall be included if the statement
                is filed pursuant to 240.13d-l (b):

            By signing below I certify that, to the best of my knowledge and
            belief, the securities referred to above were acquired and are
            held in the ordinary course of business and were not acquired and
            are not held for the purpose of or with the effect of changing or
            influencing the control of the issuer of the securities and were
            not acquired and are not held in connection with or as a
            participant in any transaction having that purpose or effect.



<PAGE>

                                                                   Page 8 of 10


                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date:  February 14, 2000

                                    HUSIC CAPITAL MANAGEMENT

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

                                    By: /s/ Cynthia A. Flaherty
                                       -----------------------
                                       Cynthia A. Flaherty
                                       Chief Compliance Officer

                                    FRANK J. HUSIC & CO.

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

                                    By: /s/ Cynthia A. Flaherty
                                       -----------------------
                                       Cynthia A. Flaherty
                                       Chief Compliance Officer

                                    FRANK J. HUSIC

                                    /s/ Frank J. Husic


<PAGE>

                                                                   Page 9 of 10


                                    EXHIBIT A


                       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, the members of the group making this joint filing are
identified and classified as follows:

                         NAME                                    CLASSIFICATION

                   Not applicable.                              Not applicable.








<PAGE>


                                                                   Page 10 of 10



                                    EXHIBIT B

                  JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1


This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer." The Joint
Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint
filing may thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.

Dated:  February 14, 2000

                                    HUSIC CAPITAL MANAGEMENT

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

                                    By: /s/ Cynthia A. Flaherty
                                        -----------------------
                                        Cynthia A. Flaherty
                                        Chief Compliance Officer

                                    FRANK J. HUSIC & CO.

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

                                    By: /s/ Cynthia A. Flaherty
                                        -----------------------
                                        Cynthia A. Flaherty
                                        Chief Compliance Officer

                                    FRANK J. HUSIC

                                    /s/ Frank J. Husic








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