UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Neff Corp.
(Name of Issuer)
Class A Common Stock (par value $0.01 per share)
(Title Class of Securities)
0006400941
(CUSIP Number)
September 25, 1999
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 13d-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 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).
CUSIP No. 0006400941 Schedule 13G Page 2 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Jorge Mas
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 4,702,744
6 SHARED VOTING POWER 900,000
7 SOLE DISPOSITIVE POWER 4,702,744
8 SHARED DISPOSITIVE POWER 900,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,602,744
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
34.9%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
<PAGE>
CUSIP No. 0006400941 Schedule 13G Page 3 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Jorge Mas Holding I Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER: 3,702,744
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 3,702,744
8 SHARED DISPOSITIVE POWER 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,702,744
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
23.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
<PAGE>
CUSIP No. 0006400941 Schedule 13G Page 4 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Santos Fund I, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER: 900,000
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 900,000
8 SHARED DISPOSITIVE POWER 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
900,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
<PAGE>
Item 1
(a) Name of Issuer
Neff Corp.
(b) Address of Issuer's Principal Executive Offices
3750 N.W. 87th Avenue
Miami, FL 33178
Item 2
(a) Name of Person Filing
The persons filing this Schedule 13G are Jorge Mas, Jorge
Mas Holding I Limited Partnership (the "Partnership") and Santos
Fund I, L.P. ("Santos"). Mr. Mas is the sole general partner and
limited partner of the Partnership. Mr. Mas owns a majority of
the limited partnership interests of Santos and is also the sole
director and stockholder of Santos Fund, Inc., the sole general
partner of Santos.
(b) Address of Principal Business Office or, if none,
Residence
The principal business office for Mr. Mas is:
3155 N.W., 77th Avenue
Miami, FL 33122
The principal business address for the Partnership is:
2716 East Fifth
Austin, TX 78702
The principal business address for Santos is:
3750 N.W. 87th Avenue
Miami, FL 33178
(c) Citizenship
Mr. Mas is a United States citizen. The Partnership and
Santos are each Texas limited partnerships.
(d) Title of Class of Securities
Class A Common Stock, par value $0.01 per share
(e) CUSIP Number
Not applicable.
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not Applicable
<PAGE>
Item 4. Ownership
(a) Amount Beneficially Owned
Mr. Mas beneficially owns a total of 6,202,744 shares of
the Class A Common Stock, par value $.01 of Neff Corp. (the
"Shares"). The Partnership beneficially owns 3,702,744 Shares.
Santos beneficially owns 900,000 Shares.
(b) Percent of Class
Mr. Mas beneficially owns 34.9% of the Class A Common
Stock, par value $.01 of Neff Corp. The Partnership beneficially
owns 23.04% of the Class A Common Stock, par value $.01 of Neff
Corp. Santos beneficially owns 5.6% of the Class A Common Stock,
par value $.01 of Neff Corp.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Mr. Mas, (i) as an individual and (ii) as the
Partnership's sole general partner and sole limited partner, has
the sole power to direct the vote of an aggregate of 4,702,744
Shares.
(ii) shared power to vote or to direct the vote
Mr. Mas shares power to direct the vote of the 900,000
Shares beneficially owned by Santos. The Partnership does not
share power to direct the vote of any Shares.
(iii) sole power to dispose or to direct the disposition of
Mr. Mas, (i) as an individual, (ii) as the Partnership's
sole general partner and sole limited partner, and (iii) as the
sole director of the sole general partner of Santos, has the sole
power to dispose of 4,702,744 Shares.
(iv) shared power to dispose or to direct the disposition of
Mr. Mas shares power to dispose of the 900,000 Shares
beneficially owned by Santos. The Partnership does not share
power to dispose of any Shares.
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
Not Applicable
<PAGE>
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
Note: Section 240.13d-102 Schedule 13G - Information to be
included in statements filed pursuant to Section 240.13d-1(b),
(c) and (d) and amendments thereto filed pursuant to Section
240.13d-2.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
/s/Jorge Mas
______________________________
Jorge Mas
Dated: February 14, 2000
JORGE MAS HOLDING I LIMITED
PARTNERSHIP
/s/Jorge Mas
By:_______________________
Jorge Mas, Director
Title: Jorge Mas Holdings Corp.
General Partner
Dated: February 14, 2000
SANTOS CAPITAL, INC.
/s/ Jorge Mas
By:______________________
Jorge Mas
Title: Director
Dated: February 14, 2000
