UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Netia Holdings S.A.
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(Name of Issuer)
Ordinary Shares (PLN 6.00)
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(Title of Class of Securities)
64114B 10 4[FN1]
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(CUSIP Number)
July 4, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13-d-1(b)
|_| Rule 13d-1(c)
|X| 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 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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1 The Ordinary Shares referenced in this Amended Schedule 13G are of the
same class of shares, but are not the same shares or of the same
series of shares, evidenced in the United States by American
Depositary Shares. The CUSIP number applies to the American Depositary
Shares.
<PAGE>
CUSIP No. 64114B 10 4 SCHEDULE 13G Page 2 of 17 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TREFOIL CAPITAL INVESTORS, L.P.
EIN: 95-4249036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 278,784
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 278,784
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,460
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
CUSIP No. 64114B 10 4 SCHEDULE 13G Page 3 of 17 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TREFOIL INVESTORS, INC.
EIN: 95-4248844
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 278,784
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 278,784
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,460
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 64114B 10 4 SCHEDULE 13G Page 4 of 17 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SHAMROCK HOLDINGS, INC.
EIN: 75-1984190
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 144,676
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 144,676
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,460
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 64114B 10 4 SCHEDULE 13G Page 5 of 17 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROY E. DISNEY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 423,460
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
423,460
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,460
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
CUSIP No. 64114B 10 4 SCHEDULE 13G Page 6 of 17 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PATRICIA A. DISNEY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 423,460
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
423,460
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,460
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
CUSIP No. 64114B 10 4 SCHEDULE 13G Page 7 of 17 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STANLEY P. GOLD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 423,460
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
423,460
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,460
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
Page 8 of 17 Pages
ITEM 1(A) NAME OF ISSUER:
Netia Holdings S.A.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
ul. Poleczki 13
02-822 Warsaw, Poland
ITEM 2(A) NAMES OF PERSONS FILING:
This statement is filed by the following persons (the
"Reporting Persons"): (1) Trefoil Capital Investors, L.P.,
(2) Trefoil Investors, Inc., (3) Shamrock Holdings, Inc.,
(4) Roy E. Disney, (5) Patricia A. Disney and (6) Stanley P.
Gold.
This statement is filed to amend the Schedule 13G filed by
the Reporting Persons pursuant to Rule 13d-1(d) on or about
February 10, 2000 (the "Schedule 13G").
Attached hereto as Exhibit A is a copy of an agreement among
the Reporting Persons, dated February 10, 2000, which
provides that this Amended Schedule 13G is being filed
jointly on behalf of each of them.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
The information contained in Item 2(b) of the Schedule 13G
remains unchanged.
ITEM 2(C) CITIZENSHIP:
The information contained in Item 2(c) of the Schedule 13G
remains unchanged.
ITEM 2(D) TITLE OF CLASS SECURITIES:
The information contained in Item 2(d) of the Schedule 13G
remains unchanged.
<PAGE>
Page 9 of 17 Pages
ITEM 2(E) CUSIP NUMBER:
A CUSIP number of 64114B 10 4 has been assigned to American
Depositary Shares that represent Ordinary Shares. The
Ordinary Shares referenced in this Amended Schedule 13G are
of the same class of shares, but are not the same shares or
of the same series of shares, evidenced in the United States
by American Depositary Shares.
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
None of the options apply. This statement is being filed to
amend the Schedule 13G filed pursuant to Rule 13d-1(d).
ITEM 4 OWNERSHIP:
(1) Trefoil Capital Investors, L.P.:
(a) Amount Beneficially Owned:
423,460
(b) Percent of Class:
1.3% [FN2]
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote --
278,784
(ii) shared power to vote or to direct the vote --
0
(iii) sole power to dispose or to direct the
disposition of -- 278,784
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2 All percentages assume that 31,419,172 Ordinary Shares are
outstanding. Netia, in its Prospectus, dated June 2, 2000, reported
that 31,419,172 Ordinary Shares would be outstanding after the
occurrence of certain transactions referenced therein, all of which
have taken place.
<PAGE>
Page 10 of 17 Pages
(iv) shared power to dispose or to direct the
disposition of -- 0
(2) Trefoil Investors, Inc.:
(a) Amount Beneficially Owned:
423,460
(b) Percent of Class:
1.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote --
278,784
(ii) shared power to vote or to direct the vote --
0
(iii) sole power to dispose or to direct the
disposition of -- 278,784
(iv) shared power to dispose or to direct the
disposition of -- 0
(3) Shamrock Holdings, Inc.;
(a) Amount Beneficially Owned:
423,460
(b) Percent of Class:
1.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote --
144,676
(ii) shared power to vote or to direct the vote --
0
(iii) sole power to dispose or to direct the
disposition of -- 144,676
<PAGE>
Page 11 of 17 Pages
(iv) shared power to dispose or to direct the
disposition of -- 0
(4) Roy E. Disney:
(a) Amount Beneficially Owned:
423,460
(b) Percent of Class:
1.3%
(i) sole power to vote or to direct the vote -- 0
(ii) shared power to vote or to direct the vote --
423,460
(iii) sole power to dispose or to direct the
disposition of -- 0
(iv) shared power to dispose or to direct the
disposition of -- 423,460
(5) Patricia A. Disney:
(a) Amount Beneficially Owned:
423,460
(b) Percent of Class:
1.3%
(i) sole power to vote or to direct the vote -- 0
(ii) shared power to vote or to direct the vote --
423,460
(iii) sole power to dispose or to direct the
disposition of -- 0
(iv) shared power to dispose or to direct the
disposition of -- 423,460
<PAGE>
Page 12 of 17 Pages
(6) Stanley P. Gold:
(a) Amount Beneficially Owned:
423,460
(b) Percent of Class:
1.3%
(i) sole power to vote or to direct the vote -- 0
(ii) shared power to vote or to direct the vote --
423,460
(iii) sole power to dispose or to direct the
disposition of -- 0
(iv) shared power to dispose or to direct the
disposition of -- 423,460
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 Persons have ceased to be
the beneficial owners of more than five percent of the class
of securities, check the following: [X]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not Applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
The information contained in Item 8 of the Schedule 13G
remains unchanged.
<PAGE>
Page 13 of 17 Pages
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10 CERTIFICATION:
Not Applicable.
<PAGE>
Page 14 of 17 Pages
Signatures
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: July 27, 2000
TREFOIL CAPITAL INVESTORS, L.P.
By: Trefoil Investors, Inc.,
General Partner
By: /s/ Robert G. Moskowitz
------------------------------------
Name: Robert G. Moskowitz
Title: Managing Director
TREFOIL INVESTORS, INC.
By: /s/ Robert G. Moskowitz
------------------------------------
Name: Robert G. Moskowitz
Title: Managing Director
SHAMROCK HOLDINGS, INC.
By: /s/ Robert G. Moskowitz
------------------------------------
Name: Robert G. Moskowitz
Title: Executive Vice President
/s/ Roy E. Disney
---------------------------------------
ROY E. DISNEY
/s/ Patricia A. Disney
---------------------------------------
PATRICIA A. DISNEY
/s/ Stanley P. Gold
---------------------------------------
STANLEY P. GOLD
<PAGE>
Page 15 of 17 Pages
EXHIBIT A
The attached Agreement on pages A-2 and A-3 regarding the Joint Filing
by the Reporting Persons of Schedule 13G is incorporated herein by
reference.
<PAGE>
Page 16 of 17 Pages
AGREEMENT
JOINT FILING OF SCHEDULE 13G
Each of the undersigned hereby agrees to file jointly the statement on
Schedule 13G to which this Agreement is attached, and any amendments
thereto which may be deemed necessary, pursuant to Regulation 13D-G under
the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is
responsible for the timely filing of such statement and any amendments
thereto, and for the completeness and accuracy of the information
concerning such party contained therein, but such party is not responsible
for the completeness or accuracy of information concerning any other party
unless such party knows or has reason to believe that such information is
inaccurate.
It is understood and agreed that a copy of this Agreement shall be
attached as an exhibit to the statement on Schedule 13G, and any amendments
hereto, filed on behalf of each of the parties hereto.
Date: February 10, 2000
TREFOIL CAPITAL INVESTORS, L.P.
By: Trefoil Investors, Inc.,
General Partner
By: /s/ Robert G. Moskowitz
------------------------------------
Name: Robert G. Moskowitz
Title: Managing Director
TREFOIL INVESTORS, INC.
By: /s/ Robert G. Moskowitz
------------------------------------
Name: Robert G. Moskowitz
Title: Managing Director
<PAGE>
Page 17 of 17 Pages
SHAMROCK HOLDINGS, INC.
By: /s/ Robert G. Moskowitz
------------------------------------
Name: Robert G. Moskowitz
Title: Executive Vice President
/s/ Roy E. Disney
---------------------------------------
ROY E. DISNEY
/s/ Patricia A. Disney
---------------------------------------
PATRICIA A. DISNEY
/s/ Stanley P. Gold
---------------------------------------
STANLEY P. GOLD
