UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
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INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Royal Olympic Cruise Lines Inc.
(NAME OF ISSUER)
Common Stock, Par Value $.01 Per Share
(TITLE OF CLASS OF SECURITIES)
214 417 7
(SEDOL NUMBER)
Janet L. Dowe, Esq.
Dowe, Capetanakis & Preite
67 Wall Street, Suite 2001
New York, New York 10005
(212) 825-1400
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATION)
September 16, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the Acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box: /_/
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
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
later disclosure provided in a prior cover page.
The information required on 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.)
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 2 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Little Wing, L.P., 13-3778596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 1,121,000 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 1,121,000 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 1,121,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: /_/
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 8.00%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 3 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Little Wing Too, L.P., 06-1520333
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 480,200 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 480,200 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 480,200 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: /_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.92%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 4 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Quilcap Corp., 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 1,529,200 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 1,529,200 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 1,529,200 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: /_/
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 10.92%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 5 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Trade Winds Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 747,000 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 747,000 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 747,000shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: /_/
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 5.34%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 6 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Quilcap International Corp., 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 747,000 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 747,000 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 747,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: /_/
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 5.34%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 7 of 11
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Parker Quillen, SS # ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 2,276,200 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 2,276,200 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 2,276,200 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: /_/
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 16.26%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 8 of 11
ITEM 1. SECURITY AND ISSUER
The title of the class of equity security to which this statement relates
is the common stock, par value $.01 per share ("Common Stock"), of Royal Olympic
Cruise Lines, Inc., a foreign corporation (the "Issuer"), whose principal
executive offices are located at 87 Akti Miaouli, 185 83 Piraeus, Greece.
ITEM 2. IDENTITY AND BACKGROUND
(a) The filing of this Schedule 13D is made by (i) Little Wing, L.P.
("Little Wing"), a Delaware limited partnership; (ii) Little Wing Too, L.P.
("Little Wing Too"), a Delaware limited partnership; (iii) Quilcap Corp.
("Quilcap Corp."), a Delaware corporation which is the General Partner of
Little Wing and Little Wing Too, respectively; (iv) Trade Winds Fund Ltd.
("Trade Winds") a British Virgin Islands corporation which has entered into
a contract to receive investment management services from Quilcap
International Corp.; (v) Quilcap International Corp. ("Quilcap
International") which is the investment manager for Trade Winds and (vi)
Parker Quillen ("Quillen"), the President of Quilcap Corp. and Quilcap
International.
(b) The address of Little Wing is c/o Quilcap Corp., 375 Park Avenue,
Suite 1404, New York, New York 10152. Little Wing Too, Trade Winds, Quilcap
International and Quillen all share the same address with Little Wing and
Quilcap Corp.
(c) (i) The principal business of each of Little Wing and Little Wing
Too is that of a private investment entity engaging in the purchase and
sale of securities; (ii) the principal business of Quilcap is serving as
General Partner of Little Wing; (iii) the principal business of Trade Winds
is that of a private investment entity engaging in the purchase and sale of
securities; (iv) the principal business of Quilcap International is serving
as Investment Manager for various entities, including Trade Winds; and (v)
the principal business of Quillen is serving as the President of Quilcap
and International.
(d) None of the persons referred to in subparagraph (a) above has,
during the last five (5) years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the persons referred to in subparagraph (a) above has,
during the last five (5) years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations or, prohibiting or mandating activities subject
to, Federal or State securities laws
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 9 of 11
or finding any violation with respect to such laws.
(f) Mr. Quillen is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common stock acquired by Little Wing, Little Wing Too, and
Trade Winds, respectively, were in each case purchased with their working
capital in open market transactions.
ITEM 4. PURPOSE OF THE TRANSACTION
Little Wing, Little Wing Too and TradeWinds (the "Reporting Entities")
initially acquired the shares of Common Stock in the Issuer for investment
purposes only. However, on September 15, 1999, those entities decided to
engage in actions designed to (1) influence the Issuer's Board of Directors
and to encourage the Board of Directors to effect changes in the management
and operations of the Issuer, including proposing specific management
changes and the avoidance of conflicts of interests arising from related
party transactions and (2) propose and promote to such Directors possible
strategic transactions or other actions designed to reduce or eliminate
losses and/or increase shareholder value. The Reporting Entities may take
any of the foregoing actions by themselves or in conjunction with other of
the Issuer's shareholders. Except as stated herein, the Reporting Entities
have not decided on any single or specific course or plan of action;
however, the Reporting Entities reserve the right to take such actions as
they deem desirable to protect or enhance the value of their investments in
the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of September 24, 1999, Little Wing beneficially owned 1,121,000
shares of Common Stock constituting approximately 8.00% of the shares
outstanding based on the Issuer's Proxy Voting List dated September 8,
1999.
Little Wing engaged in the following transactions in the Issuer's
Common Stock during the 60 days prior to the September 24, 1999 date of
this Report:
August 1, 1999 . . . . Purchased 520,345 shares at $1.53 per share
August 9, 1999 . . . . Purchased 6,500 shares at $2.00 per share
August 10, 1999 . . . . Purchased 4,500 shares at $2.00 per share
August 11, 1999 . . . . Purchased 15,200 shares at $1.95 per share
August 11, 1999 . . . . Purchased 4,800 shares at $1.95 per share
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 10 of 11
(b) As of September 24, 1999, Little Wing Too beneficially owned
408,200 shares of Common Stock constituting approximately 2.92% of the
shares outstanding based on the Issuer's Proxy Voting List dated September
8, 1999.
Little Wing Too engaged in the following transactions in the Issuer's
Common Stock during the 60 days prior to the September 24, 1999 date of
this Report:
August 1, 1999 . . . . . . . . Purchased 127,315 shares at $1.53 per share
August 9, 1999 . . . . . . . . Purchased 1,500 shares at $2.00 per share
August 10, 1999 . . . . . . . .Purchased 2,000 shares at $2.00 per share
August 11, 1999 . . . . . . . .Purchased 5,300 shares at $1.95 per share
August 11, 1999 . . . . . . . .Purchased 4,700 shares at $1.95 per share
(c) As of September 24, 1999, Trade Winds beneficially owned 747,000
shares of Common Stock constituting approximately 5.34% of the shares
outstanding based on the Issuer's Proxy Voting List dated September 8,
1999.
Trade Winds engaged in the following transactions in the Issuer's
Common Stock during the 60 days prior to the September 24, 1999 date of
this Report:
August 1, 1999 . . . . . . . .Purchased 178,440 shares at $1.53 per share
August 9, 1999 . . . . . . . .Purchased 2,000 shares at $2.00 per share
August 10, 1999 . . . . . . . .Purchased 3,500 shares at $2.00 per share
August 11, 1999 . . . . . . . .Purchased 10,500 shares at $1.95 per share
August 11, 1999 . . . . . . . .Purchased 8,000 shares at $1.95 per share
(d) Little Wing and Little Wing Too each have the power to vote and
dispose of their respective Common Shares, which power may be exercised by
Quillen, as President of Quilcap Corp., the general partner to both
entities. Trade Winds has the power to vote and dispose of the Common
Shares owned by it, which power may be exercised by Quillen, as President
of Quilcap International, the investment manager to Trade Winds.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
Not Applicable.
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 11 of 11
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 24, 1999
LITTLE WING, L.P. LITTLE WING TOO, L.P.
By: Quilcap Corp., General Partner By: Quilcap Corp., General Partner
By: /s/ Parker Quillen By: /s/ Parker Quillen
------------------------------- -------------------------------
Parker Quillen, President Parker Quillen, President
QUILCAP CORP. TRADE WINDS FUND LTD.
By: Quilcap International Corp.
By: /s/ Parker Quillen By: /s/ Parker Quillen
------------------------------- -------------------------------
Parker Quillen, President Parker Quillen, President
QUILCAP INTERNATIONAL CORP.
By: /s/ Parker Quillen : /s/ Parker Quillen
------------------------------- -------------------------------
Parker Quillen, President PARKER QUILLEN
