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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. 1)*
Landstar System Inc.
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
515098101
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(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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SCHEDULE 13G
CUSIP NO. 515098101
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1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. Of Above Persons:
WEDGE Capital Management L.L.P. 56-1557450
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Citizenship or Place of Organization:
North Carolina
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Number of 5) Sole Voting Power: 453,300
Shares Bene- ----------------------------------------
ficially 6) Shared Voting Power: none
Owned by ----------------------------------------
Each Report- 7) Sole Dispositive Power: 453,300
ing Person ----------------------------------------
With 8) Shared Dispositive Power: none
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9) Aggregate Amount Beneficially Owned by Each Reporting Person:
453,300 shares
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10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions):
Inapplicable
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11) Percent of Class Represented by Amount in Row 9:
5.40%
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12) Type of Reporting Persons (See Instructions):
IA
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ITEM 1 (a)
Name of Issuer: Landstar System Inc.
ITEM 1 (b)
Address of Issuer's Principal Executive Offices: 13410 Sutton Park Drive South
Jacksonville, FL 32224
ITEM 2 (a)
Name of Person Filing: WEDGE Capital Management L.L.P.
ITEM 2 (b)
Address of Principal Business Officer or, if none, Residence:
2920 One First Union Center, 301 South College Street,
Charlotte, North Carolina 28202-6002
ITEM 2 (c)
Citizenship: North Carolina
ITEM 2 (d)
Title of Class of Securities: Common Stock
ITEM 2 (e)
CUSIP Number: 515098101
ITEM 3
If this statement is filed pursuant to Rules 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
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(e) (X) Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(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 ss. 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with
ss. 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)
ITEM 4
Ownership:
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned: 453,300 shares
(b) Percent of Class: 5.40%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 453,300
(ii) shared power to vote or to direct the vote: none
(iii) sole power to dispose or to direct the disposition of: 453,300
(iv) shared power to dispose or to direct the disposition of: none
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 ( ).
Inapplicable
ITEM 6
Ownership of More than Five Percent on Behalf of Another Person:
Inapplicable.
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ITEM 7
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company:
Inapplicable.
ITEM 8
Identification and Classification of Members of the Group:
Inapplicable.
ITEM 9
Notice of Dissolution of Group:
Inapplicable.
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.
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.
Dated: January 5, 2001
WEDGE CAPITAL MANAGEMENT L.L.P.
By R. Michael James
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R. Michael James
General Partner