-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M522cqU0crJCKukMLcEAkp1dwXwqUSh655RrH2Y0LS9lsWmN9yVHZmcsPMTEVZTL y8zk4Ggit08u8RRE/lBxoQ== /in/edgar/work/0000732905-00-000045/0000732905-00-000045.txt : 20001031 0000732905-00-000045.hdr.sgml : 20001031 ACCESSION NUMBER: 0000732905-00-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001030 GROUP MEMBERS: TBK PARTNERS, L.P. GROUP MEMBERS: TWEEDY BROWNE CO LLC// GROUP MEMBERS: TWEEDY, BROWNE COMPANY LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUB GROUP INC CENTRAL INDEX KEY: 0000940942 STANDARD INDUSTRIAL CLASSIFICATION: [4731 ] IRS NUMBER: 364007085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47089 FILM NUMBER: 748504 BUSINESS ADDRESS: STREET 1: 377 E BUTTERFIELD RD STREET 2: STE 700 CITY: LOMBARD STATE: IL ZIP: 60148 BUSINESS PHONE: 7089645800 MAIL ADDRESS: STREET 1: 377 EAST BUTTERFIELD RD STREET 2: SUITE 700 CITY: LOMBARD STATE: IL ZIP: 60148 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TWEEDY BROWNE CO LLC// CENTRAL INDEX KEY: 0000732905 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133381587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129160600 MAIL ADDRESS: STREET 1: 350 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TWEEDY BROWNE CO L P DATE OF NAME CHANGE: 19950926 SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3)* of Tweedy, Browne Company LLC SCHEDULE 13D (Amendment No. 3)* of TBK Partners, L.P. Under the Securities Exchange Act of 1934 HUB GROUP, INC. (Name of Issuer) Class A - Common Stock, Par Value $.01 per Share (Title of Class of Securities) 443320106 (CUSIP Number) John D. Spears 350 Park Avenue New York, New York 10022 (212) 916-0600 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) UPON EXAMINATION ON OCTOBER 26, 2000 OF THE ISSUER'S LAST FILING ON FORM 10-Q DATED AUGUST 17, 2000 (Date of Event which Required 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 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.) * 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 theAct, but shall be subject to all the provisions of the Act (however, see the Notes). CUSIP No. 443320106 - ---------------------------------------------------------------------------- Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Tweedy, Browne Company LLC ("TBC") - ---------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] - ---------------------------------------------------------------------------- (3) SEC Use Only - ---------------------------------------------------------------------------- (4) Source of Funds (See Instructions) 00 - ---------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e) [ ] - ---------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ---------------------------------------------------------------------------- (7) Sole Voting Power TBC has sole voting power with respect to 436,862 shares held in certain TBC accounts (as hereinafter defined). Additionally, certain of the Members of TBC may be deemed to have sole power to vote certain shares as more fully set forth herein. Number of Shares ------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each 0 shares Reporting Person With: ------------------------------------------------------- (9) Sole Dispositive Power 0 shares, except that certain of the members of TBC may be deemed to have sole power to vote certain shares as more fully set forth herein. ------------------------------------------------------- (10) Shared Dispositive Power 440,712 shares held in accounts of TBC (as hereinafter defined). - ---------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 440,712 shares - ---------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [x] - ---------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 6.20% - ---------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) BD, IA & 00 CUSIP No. 443320106 - ---------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons TBK Partners, L.P. ("TBK") - ---------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ x] - ---------------------------------------------------------------------------- (3) SEC Use Only - ---------------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC and BK - ---------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e) [ ] - ---------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ---------------------------------------------------------------------------- (7) Sole Voting Power 80,864 shares, except that the the general partners in TBK, solely by reason of their positions as such, may be deemed to have shared power to vote these shares. Number of Shares ----------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each 0 shares Reporting Person With: ----------------------------------------------------- (9) Sole Dispositive Power 80,864 shares, except that the general partners in TBK, solely by reason of their positions as such, may be deemed to have shared power to vote these shares. ----------------------------------------------------- (10) Shared Dispositive Power 0 shares - ---------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 80,864 shares - ---------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ---------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.10% - ---------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN PRELIMINARY NOTE The persons filing this Amendment No. 3 are (i) Tweedy, Browne Company LLC ("TBC"), a Delaware limited liability company, and (ii) TBK Partners, L.P., a Delaware limited partnership. This Amendment No. 3 amends a Statement on Schedule 13D filed by TBC and TBK dated June 30, 1999. However, the filing of this Amendment No. 3 should not be deemed an admission that TBC and TBK comprises a group within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Act"). This Amendment No. 3 relates to the Class A - Common Stock, $.01 par value (the "Common Stock"), of Hub Group, Inc.(the "Company"), which, to the best knowledge of the persons filing this Amendment No. 3, is a company organized under the laws of Delaware, with its principal executive offices located at 377 East Butterfield Road, Suite 700, Lombard, Illinois 60148. This Amendment No. 3 contains information regarding shares of Common Stock that may be deemed to be beneficially owned by TBC. Such shares are held in the accounts of various customers of TBC, with respect to which it has obtained sole or shared voting power. Other than as set forth below, to the best knowledge of TBC and TBK, there has been no material change in the information set forth in response to Items 1,2,3,4,6 and 7 of the Statement, as amended. Accordingly, those Items are omitted from this Amendment No. 3. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, TBC may be deemed to be the beneficial owner of an aggregate of 440,712 shares of Common Stock, which constitutes approximately 6.20% of the 7,046,000 shares of Common Stock which TBC believes to be the total number of shares of Common Stock outstanding. The TBC Shares are held in the TBC Accounts. As of the date hereof, TBK beneficially owns directly 80,864 shares of Common Stock, which constitutes approximately 1.10% of the 7,046,000 shares of Common Stock which TBK believes to be the total number of shares of Common Stock outstanding. Each of TBC and TBK disclaims that it is the beneficial owner of any of the shares of Common Stock held in the TBC Accounts. The aggregate number of shares of Common Stock with respect to which TBC and TBK could be deemed to be the beneficial owner as of the date hereof, is 521,576 shares, which constitutes approximately 7.40% of the 7,046,000 shares of Common Stock, which the filing persons believe to be the total number of shares of Common Stock outstanding. Nothing contained herein shall be construed as an admission that TBC is the beneficial owner of any of the TBC Shares. The aggregate number of shares and percentage of Common Stock with respect to which each of the Members of TBC who are also TBK General Partners may be deemed to be the beneficial owner by reason of his being a Member of TBC and a general partner in TBK, respectively, is 521,576 shares, which constitutes approximately 7.40% of the 7,046,000 shares of Common Stock outstanding. However, nothing contained herein shall be construed as an admission that any of the TBK General Partners or is the beneficial owner of any shares of Common Stock, except as set forth herein as expressly and admittedly being beneficially owned by a particular General Partner. Each of Thomas H. Shrager, Robert Q. Wyckoff, Jr. and Holdings, by reason of their or its position as a TBC Member, may be deemed to be the beneficial owner of 440,712 shares which constitutes approximately 6.20% of the 7,046,000 shares of Common Stock outstanding. However, nothing contained herein shall be construed as an admission that any of the TBC Members is the beneficial owner of any shares of Common Stock, except as set forth herein as expressly and admittedly being beneficially owned by a particular TBC Member. Each of TBC and TBK disclaims beneficial ownership of Common Stock held by the other. Except as described herein, to the best knowledge of TBC and TBK, no person who may be deemed to comprise a group with any of TBC, TBK, or any other person named in Item 2 of the Statement, beneficially owns any shares of Common Stock. (b) TBC has investment discretion with respect to 440,712 shares of Common Stock held by the TBC Accounts and has sole power to dispose or direct the disposition of all of such shares. Of these shares of Common Stock, TBC has sole power to vote or to direct the voting of 436,862 shares of Common Stock held in certain TBC Accounts. Each of the Members of TBC, solely by reason of their positions as such, may be deemed to have (i) shared power to dispose of of or to direct the disposition of all of the shares of Common Stock held in the TBC Accounts; and (ii) shared power to vote or direct the vote of 436,862 shares of Common Stock held in certain TBC Accounts. TBK has the sole power to vote or direct the voting of and dispose or direct the disposition of the TBK Shares. Each of the TBK General Partners solely by reason of their positions as general partners, may be deemed to have shared power to vote or direct the vote of and to dispose or direct the disposition of the TBK Shares. ( c) No transactions in Common Stock were effected by TBK since September 22, 2000, the date of the filing persons' last filing on Schedule 13D. Transactions in Common Stock effected by TBC since September 22, 2000, the date of the filing persons' last filing on Schedule 13D and ended as of the date hereof are set forth below:
REPORTING NO. OF SHARES NO. OF SHARES PRICE PERSON DATE PURCHASED SOLD PER SHARE TBC Accounts 10/06/00 320 $8 1/4 10/10/00 1,500 $8 1/8 10/13/00 165 $8 1/4 10/16/00 600 $8.5313 10/17/00 1,100 $8.500 10/20/00 9,900 $8.3845 10/23/00 2,900 $8.2694
(d) To the best knowledge of TBC, each of the persons maintaining an account with TBC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held in said person's TBC Account. To the best knowledge of TBK, no person other than TBK has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the TBK Shares, except that the TBK General Partners may be deemed to have such rights and powers solely by reason of being General Partners in TBK. (e) Not applicable. SIGNATURE Each of Tweedy, Browne Company LLC and TBK Partners, L.P. after reasonable inquiry and to the best of its knowledge and belief, hereby certifies that the information set forth in this Amendment No. 3 is true, complete and correct. TWEEDY, BROWNE COMPANY LLC By: /s/ Christopher H. Browne -------------------------------- Christopher H. Browne Member TBK PARTNERS, L.P. By: /s/ Christopher H. Browne -------------------------------- Christopher H. Browne General Partner Dated: October 27,2000 -----END PRIVACY-ENHANCED MESSAGE-----