UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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.
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)
July 5, 2000
(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 Rule 13d-1(b)(3) or (4), check the following box: / /
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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: 918,310 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 918,310 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 918,310 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.56%
14. TYPE OF REPORTING PERSON: PN
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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: |X|
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: 267,135 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 267,135 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 267,135 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.91%
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: / X /
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: 1,185,445 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 1,184,445 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 1,184,445 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.47%
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: / X /
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: 485,455 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 485,455 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 485,455 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.47%
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: / X /
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: 485,455 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 485,455 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 485,455
shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.47%
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: / X /
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: 1,670,900 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 1,670,900 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 1,670,900 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.94%
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).
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SEDOL NO. 214 417 7 Schedule 13D Page 9 of 11
(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 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
This amendment no. 1 to the Schedule 13-D originally filed with the
Securities and Exchange Commission on October 14, 1999 (the "Schedule 13D")
is being filed to provide information regarding the disposition by the
Reporting Entities (as defined in the Schedule 13D) of certain of their
respective shares of common stock of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of July 14, 2000 Little Wing beneficially owned 918,310 shares
of Common Stock constituting approximately 6.56% 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 July 5, 2000 date of this
Report:
June 27, 2000 ......... Sold 207,100 shares at $3.50 per share
July 5, 2000 .......... Purchased 4,410 shares at $3.75 per share
(b) As of July 14, 2000, Little Wing Too beneficially owned 267,135
shares of Common Stock constituting approximately 1.91% 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 July 5, 2000 date of this
Report:
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 10 of 11
June 27, 2000 ........ Sold 136,500 shares at $3.50 per share
July 5, 2000 ......... Sold 31,870 shares at $3.75 per share
July 5, 2000 ......... Purchased 27,305 shares at $3.75 per share
(c) As of July 14, 2000 Trade Winds beneficially owned 485,455 shares
of Common Stock constituting approximately 3.47% 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 July 5, 2000 date of this
Report:
June 27, 2000 ........... Sold 236,700 shares at $3.50 per share
July 5, 2000 ............ Purchased 155 shares at $3.75 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
<PAGE>
SEDOL NO. 214 417 7 Schedule 13D Page 11 of 11
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: July 14, 2000
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
