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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. -------)*
NETCOM ON-LINE COMMUNICATIONS
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
641081104
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /x/. (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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CUSIP No. 641081104 13G Page 2 of 13 Pages
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(1) Name of Reporting Person Husic Capital Management
S.S. or I.R.S. Identification No. of Above Person
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization California
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Number of Shares (5) Sole Voting 0
Beneficially Power
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting 483,600
Person With Power
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(7) Sole Dispositive 0
Power
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(8) Shared Dispositive 595,300
Power
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
595,300
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9) 5.4%
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(12) Type of Reporting Person* PN, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 641081104 13G Page 3 of 13 Pages
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(1) Name of Reporting Person Frank J. Husic and Co.
S.S. or I.R.S. Identification No. of Above Person
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization California
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting 0
Beneficially Power
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting 483,600
Person With Power
--------------------------------------------------
(7) Sole Dispositive 0
Power
--------------------------------------------------
(8) Shared Dispositive 595,300
Power
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
595,300
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9) 5.4%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person* CO, HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 641081104 13G Page 4 of 13 Pages
--------- --- ---
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(1) Name of Reporting Person Frank J. Husic
S.S. or I.R.S. Identification No. of Above Person
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization U.S.A.
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting 0
Beneficially Power
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting 483,600
Person With Power
--------------------------------------------------
(7) Sole Dispositive 0
Power
--------------------------------------------------
(8) Shared Dispositive 595,300
Power
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
595,300
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9) 5.4%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person* IN, HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1.
(a) NAME OF ISSUER: NETCOM ON-LINE COMMUNICATIONS
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3031 Tisch Way
San Jose, CA. 95128
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 Rule 13d-1(a) and (b) under the
Securities Exchange Act of 1934, as amended, requires 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 6, 8, 9 and 11 on pages 3 and 4 above and in
responses to
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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, CA 94104
Corporate G.P.'s Principal Business Office is located at:
555 California Street, Suite 2900, San Francisco, CA 94104
Shareholder's Principal Business Office is located at:
555 California Street, Suite 2900, San Francisco, CA 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 Stock
(e) CUSIP NUMBER:
641081104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
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(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
(e) /x/ Investment Adviser registered under section 203 of the Investment
Advisers Act
[IA]
(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 Section 240.13d-1(b)(1)(ii)(F)
(g) /x/ Parent Holding Company, in accordance with Section 240.13d-
1(b)(ii)(G) (Note: See Item 7)
[Corporate G.P.]
[Shareholder]
(h) / / Group, in accordance with Section 240.13d1-(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: Reporting Persons each directly or
indirectly beneficially own 595,300 shares of Common Stock. IA's beneficial
ownership is direct and Corporate G.P.'s and Shareholder's beneficial ownership
is indirect.
(b) PERCENT OF CLASS: 5.4%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
IA, Corporate G.P. and Shareholder share the power to
vote 483,600 shares. No other person has the power to
vote such shares.
In addition, IA, Corporate G.P. and Shareholder share
with the investment
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advisory clients of IA the power to vote 0 shares.
IA, Corporate G.P. and Shareholder have no power to
vote 111,700 shares for which they have dispositive
power.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
IA, Corporate G.P. and Shareholder share with each
other the power to dispose all 595,300 shares for which
they have direct or indirect beneficial ownership.
They do not share this power with any other person.
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
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 this 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
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Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 31, 1995
Dated: January 15, 1996
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic and Co.
Its: General Partner
By: /s/ Frank J. Husic
-----------------------------------
Frank J. Husic
President
FRANK J. HUSIC AND CO.
By: /s/ Frank J. Husic
-----------------------------------
Frank J. Husic
President
By: /s/ Frank J. Husic
-----------------------------------
Frank J. Husic
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EXHIBITS
EXHIBIT A Statement With Respect To Joint Filing Of Schedule 13G
EXHIBIT B Identification and Classification of Subsidiary Which Acquired
Security Being Reported On By the Parent Holding Company
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EXHIBIT A
STATEMENT WITH RESPECT TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that any statement of Schedule 13G to be filed
with the Securities and Exchange Commission by any of the undersigned, including
any amendment thereto, with respect to securities of NETCOM ON-LINE
COMMUNICATIONS may be filed by any of the undersigned as a joint filing on
behalf of all of the undersigned.
December 31, 1995
Dated: January 15, 1996
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic and Co.
Its: General Partner
By: /s/ Frank J. Husic
-----------------------------------
Frank J. Husic
President
FRANK J. HUSIC AND CO.
By: /s/ Frank J. Husic
-----------------------------------
Frank J. Husic
President
By: /s/ Frank J. Husic
-----------------------------------
Frank J. Husic
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EXHIBIT B
IDENTIFICATION AND CLASSIFICATION OF
SUBSIDIARY WHICH ACQUIRED SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANIES
IA, a registered investment adviser, acquired "beneficial ownership" of the
securities being reported on as a result of its discretionary authority to
acquire, dispose and (with respect to certain of such securities) vote the
securities being reported on. Pursuant to Rule 13d-1(b)(ii)(G) of the
Securities Exchange Act of 1934, as amended, a parent holding company may file a
statement on Schedule 13G. Under a series of SEC no-action letters, including
the letter issued to WARREN BUFFET AND BERKSHIRE HATHAWAY, INC. (available
December 5, 1986), the SEC allowed individuals to file Schedule 13G, if such
individuals controlled corporations that either were eligible to file Schedule
13G or directly or indirectly controlled entities eligible to file Schedule 13G
reports. As an individual and an entity, respectively, ultimately controlling
an entity qualified to file Schedule 13G, Shareholder and Corporate G.P. should
be treated as "parent holding companies" and given the benefit of the Schedule
13G reporting regime to report their indirect beneficial ownership in such
shares.
