UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)*
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 27, 1999
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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).
- ----------
1 The 2,386,528 Ordinary Shares (sometimes referred to as Common Shares)
referenced in this 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 13G Page 2
1 NAMES 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 (SEE INSTRUCTIONS)
(a) [ ]
SEE EXHIBIT A (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,571,163
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 1,571,163
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,386,528
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)
9.01%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
CUSIP No. 64114B 10 4 13G Page 3
1 NAMES 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 (SEE INSTRUCTIONS)
(a) [ ]
SEE EXHIBIT A (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,571,163
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 1,571,163
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,386,528
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)
9.01%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 64114B 10 4 13G Page 4
1 NAMES 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 (SEE INSTRUCTIONS)
(a) [ ]
SEE EXHIBIT A (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 815,365
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 815,365
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,386,528
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)
9.01%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 64114B 10 4 13G Page 5
1 NAMES 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 (SEE INSTRUCTIONS)
(a) [ ]
SEE EXHIBIT A (b) [X]
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 2,386,528
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
2,386,528
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,386,528
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)
9.01%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
CUSIP No. 64114B 10 4 13G Page 6
1 NAMES 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 (SEE INSTRUCTIONS)
(a) [ ]
SEE EXHIBIT A (b) [X]
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 2,386,528
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
2,386,528
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,386,528
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)
9.01%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
CUSIP No. 64114B 10 4 13G Page 7
1 NAMES 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 (SEE INSTRUCTIONS)
(a) [ ]
SEE EXHIBIT A (b) [X]
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 2,386,528
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
2,386,528
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,386,528
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)
9.01%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
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) NAME OF PERSON FILING:
This statement is filed by (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. Attached hereto as Exhibit B is a copy of
an agreement among the Reporting Persons providing that this
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 address of the principal business office of each Reporting
Person is:
(1) Trefoil Capital Investors, L.P.
4444 Lakeside Drive
Burbank, California 91505-4054
(2) Trefoil Investors, Inc.
4444 Lakeside Drive
Burbank, California 91505-4054
(3) Shamrock Holdings, Inc.
4444 Lakeside Drive
Burbank, California 91505-4054
(4) Roy E. Disney
4444 Lakeside Drive
Burbank, California 91505-4054
(5) Patricia A. Disney
4444 Lakeside Drive
Burbank, California 91505-4054
(6) Stanley P. Gold
4444 Lakeside Drive
Burbank, California 91505-4054
ITEM 2(C) CITIZENSHIP:
The citizenship of each Reporting Person is as follows:
(1) Trefoil Capital Investors, L.P.
a Delaware limited partnership
(2) Trefoil Investors, Inc.
a Delaware corporation
(3) Shamrock Holdings, Inc.
a Delaware corporation
(4) Roy E. Disney
California
(5) Patricia A. Disney
California
(6) Stanley P. Gold
California
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
The securities to which this statement relates are Ordinary
Shares (PLN 6.00) ("Ordinary Shares") of Netia Holdings
S.A. ("Netia").
ITEM 2(E) CUSIP NUMBER:
A CUSIP number of 64114B 10 4 has been assigned to American
Depositary Shares that represent Ordinary Shares. The
2,386,528 Ordinary Shares referenced in this 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 SS 240.13D-1(B), OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
None of the options apply. This Schedule 13G is being filed
pursuant to Rule 13d-1(d).
ITEM 4 OWNERSHIP:
(1) Trefoil Capital Investors, L.P.:
(a) Amount Beneficially Owned:
2,386,528
(b) Percent of Class:
9.01% [FN2]
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote --
1,571,163
(ii) shared power to vote or to direct the vote --
0
(iii)sole power to dispose or to direct the
disposition of --
1,571,163
(iv) shared power to dispose or to direct the
disposition of --
0
(2) Trefoil Investors, Inc.:
(a) Amount Beneficially Owned:
2,386,528
(b) Percent of Class:
9.01%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote --
1,571,163
(ii) shared power to vote or to direct the vote --
0
(iii)sole power to dispose or to direct the
disposition of --
1,571,163
(iv) shared power to dispose or to direct the
disposition of --
0
(3) Shamrock Holdings, Inc.;
(a) Amount Beneficially Owned:
2,386,528
(b) Percent of Class:
9.01%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote --
815,365
(ii) shared power to vote or to direct the vote --
0
(iii)sole power to dispose or to direct the
disposition of --
815,365
(iv) shared power to dispose or to direct the
disposition of --
0
(4) Roy E. Disney:
(a) Amount Beneficially Owned:
2,386,528
(b) Percent of Class:
9.01%
(i) sole power to vote or to direct the vote --
0
(ii) shared power to vote or to direct the vote --
2,386,528
(iii)sole power to dispose or to direct the
disposition of --
0
(iv) shared power to dispose or to direct the
disposition of --
2,386,528
(5) Patricia A. Disney:
(a) Amount Beneficially Owned:
2,386,528
(b) Percent of Class:
9.01%
(i) sole power to vote or to direct the vote --
0
(ii) shared power to vote or to direct the vote --
2,386,528
(iii)sole power to dispose or to direct the
disposition of --
0
(iv) shared power to dispose or to direct the
disposition of --
2,386,528
(6) Stanley P. Gold:
(a) Amount Beneficially Owned:
2,386,528
(b) Percent of Class:
9.01%
(i) sole power to vote or to direct the vote --
0
(ii) shared power to vote or to direct the vote --
2,386,528
(iii)sole power to dispose or to direct the
disposition of --
0
(iv) shared power to dispose or to direct the
disposition of --
2,386,528
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2 All percentages assume that 26,494,172 Ordinary Shares are
outstanding. Netia, in its Prospectus, dated July 29, 1999, reported
that 20,994,172 Ordinary Shares were outstanding prior to the offering
of 5,500,000 American Depositary Shares, each American Depositary
Share representing one Ordinary Share.
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:
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:
This Schedule 13G is being filed by a group pursuant to Rule
13d-1(d). A description of the group members and their
relationship is attached hereto as Exhibit A.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10 CERTIFICATION:
Not Applicable.
<PAGE>
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: 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
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>
EXHIBIT A
The Managing General Partner of Trefoil Capital Investors, L.P.
("Trefoil"), is Trefoil Investors, Inc. Roy E. Disney, Patricia A. Disney
and Stanley P. Gold are directors of each of Shamrock Holdings, Inc.
("Shamrock") and Trefoil Investors, Inc. As a result, the Reporting Persons
may be deemed to be a group for purposes of this Schedule 13G.
Also, Trefoil and Shamrock have entered into the following
agreements:
(i) Post-IPO Shareholders' Agreement #1, dated August 3, 1999,
among Telia AB (publ.) ("Telia"), Dankner Investments Limited ("Dankner"),
Trefoil, Shamrock, Warburg, Pincus Equity Partners, L.P. ("Warburg Partners,
L.P."), Warburg, Pincus Ventures International, L.P. ("Warburg
International") Warburg, Pincus Netherlands Equity Partners I, C.V.
("Warburg Partners I"), Warburg, Pincus Netherlands Equity Partners II,
C.V. ("Warburg Partners II"), Warburg, Pincus Netherlands Equity Partners
III, C.V., ("Warburg Partners III"), Warburg Netia Holding Limited
("Warburg Netia") (Warburg Partners, L.P., together with Warburg
International, Warburg Partners I, Warburg Partners II, Wargurg Partners III
and Warburg Netia, the "Warburg Entities") and Netia. That agreement
provides for, among other things, the allocation among the parties of the
right to fill certain seats on the Supervisory Board and the Management
Board of Netia and certain of Netia's subsidiaries and to appoint the
Chairman and Vice Chairman of Netia. Dankner, Trefoil and Shamrock have
entered into additional agreements with respect to those matters and with
respect to joint voting on certain other matters.
(ii) Post-IPO Shareholders' Agreement #2, dated as of August 3,
1999, among Telia, Dankner, Trefoil, Shamrock, GS Capital Partners L.P.
("GS"), Stone Street Fund 1994, L.P. ("Stone Street"), Bridge Street Fund
1994, L.P. ("Bridge Street") (GS, together with Stone Street and Bridge
Street, the "GS Entities"), the Warburg Entities and Netia. That agreement
places certain transfer restrictions on Ordinary Shares, including certain
rights of first offer. Dankner, Trefoil and Shamrock have entered into
additional agreements concerning tag-along rights with respect to transfers
of Ordinary Shares and joint rights to acquire additional Ordinary Shares.
(iii) Registration Rights Agreement, dated August 3, 1999, among
Telia, Dankner, Trefoil, Shamrock, the GS Entities, the Warburg Entities
and Netia. Pursuant to that agreement, certain registration rights were
granted to the parties relating to their ownership of shares of Netia.
Trefoil and Shamrock also entered into an agreement with Dankner and the GS
Entities regarding the exercise of registration rights.
As a result of those agreements, the Reporting Persons may be
deemed to be part of a group for purposes of this statement with Telia,
Dankner, the Warburg Entities, the GS Entities and/or Netia. However, each
of the Reporting Persons disclaims membership in any such group.
<PAGE>
EXHIBIT B
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
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
