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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)*
NETCOM ON-LINE COMMUNICATIONS
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
641081104
(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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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 OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION California
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5 SOLE VOTING POWER 0
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY
EACH -------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH -------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 13 pages
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CUSIP No. 641081104 13G Page 3 of 13 Pages
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12 TYPE OF REPORTING PERSON* PN, IA
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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 OF A GROUP*
(a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION California
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER 0
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY
EACH -------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH -------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 13 pages
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CUSIP No. 641081104 13G Page 4 of 13 Pages
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON* CO, HC
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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 OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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5 SOLE VOTING POWER 0
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY
EACH -------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH -------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 13 pages
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CUSIP No. 641081104 13G Page 5 of 13 Pages
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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 0%
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12 TYPE OF REPORTING PERSON* IN, HC
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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
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 13 pages
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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:
Page 6 of 13 pages
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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 0 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: 0%
(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 0 shares. No other
person has the power to vote such
shares.
In addition, IA, Corporate G.P. and
Shareholder share with the investment
Page 7 of 13 pages
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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 0 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
0 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
Ceases to be beneficial owner of 5% or more of the
outstanding shares.
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.
Page 8 of 13 pages
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
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.
Page 9 of 13 pages
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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.
January 31, 1996
Dated: February 12, 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
Page 10 of 13 pages
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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
Page 11 of 13 pages
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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.
January 31, 1996
Dated: February 12, 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
Page 12 of 13 pages
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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.
Page 13 of 13 pages
