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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/03/08 Sakioka Kunihiko SC 13D 4:466K Nis Group Co., Ltd. Shearman & Sterl… LLP/FA Akio Sakioka Eiji Omori Hideo Sakioka Koji Amano Kunihiko Sakioka Nissin Building Co., Ltd. Shuho Co., Ltd. Susumu Sakioka |
Document/Exhibit Description Pages Size 1: SC 13D General Statement of Beneficial Ownership HTML 149K 2: EX-99.1 Shareholders Agreement HTML 82K 3: EX-99.2 Joint Filing Agreement HTML 21K 4: EX-99.3 Power of Attorney HTML 20K
CUSIP
No. 654655109
|
Page 2
of 20 Pages
|
1
|
NAME OF
REPORTING PERSONS
Nissin
Building Co., Ltd.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
0*
|
|||
9
|
SOLE
DISPOSITIVE POWER
16,785,100
|
|||
10
|
SHARED
DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774**
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%***
|
|||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
* |
The
Management Shareholders (as defined herein) are parties to the
Shareholders Agreement with respect to 151,047,373 shares of Common Stock,
including the shares of Common Stock directly owned by each Management
Shareholder and 100,000,000 shares of Common Stock and the Warrants (as
defined herein) to acquire 8,750,000 shares of Common Stock
indirectly held by the TPG Parties (as defined herein). See
Item 5.
|
**
|
Represents
an aggregate of 43,482,282 shares directly owned by the Reporting Persons
(as defined herein), 646,492 shares owned by their affiliates and 8,000
shares issuable upon the exercise of the Options (as defined
herein).
|
***
|
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
Page 3
of 20 Pages
|
1
|
NAME OF
REPORTING PERSONS
Shuho
Co., Ltd.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
4,992*
|
|||
9
|
SOLE
DISPOSITIVE POWER
16,314,763
|
|||
10
|
SHARED
DISPOSITIVE POWER
4,992**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774***
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%****
|
|||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
* |
Represents
shares held by e-Daten Inc., a wholly owned subsidiary of Shuho Co., Ltd.,
over which Shuho Co., Ltd. has shared voting and dispositive
power. The Management Shareholders are parties to the
Shareholders Agreement with respect to 151,047,373 shares of Common Stock,
including the shares of Common Stock directly owned by each Management
Shareholder and 100,000,000 shares of Common Stock and the
Warrants to acquire 8,750,000 shares of Common Stock indirectly
held by the TPG Parties. See Item
5.
|
** |
Represents
shares held by e-Daten Inc., a wholly owned subsidiary of Shuho Co., Ltd.,
over which Shuho Co., Ltd. has shared voting and dispositive
power.
|
*** |
Represents
an aggregate of 43,482,282 shares directly owned by the Reporting Persons,
646,492 shares owned by their affiliates and 8,000 shares issuable upon
the exercise of the Options.
|
**** |
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
Page 4
of 20 Pages
|
1
|
NAME OF
REPORTING PERSONS
Hideo
Sakioka
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
33,104,855*
|
|||
9
|
SOLE
DISPOSITIVE POWER
3,970,137
|
|||
10
|
SHARED
DISPOSITIVE POWER
33,104,855**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,744***
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%****
|
|||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* |
Represents
shares held by Nissin Building Co., Ltd., Shuho Co., Ltd. and 4,992 shares
held by e-Daten Inc. over which Mr. Hideo Sakioka may be deemed to have
shared voting and dispositive power. The Management
Shareholders are parties to the Shareholders Agreement with respect to
151,047,373 shares of Common Stock, including the shares of Common Stock
directly owned by each Management Shareholder and 100,000,000 shares of
Common Stock and the Warrants to acquire 8,750,000 shares of
Common Stock indirectly held by the TPG Parties. See Item
5.
|
** |
Represents
shares held by Nissin Building Co., Ltd., Shuho Co., Ltd. and 4,992 shares
held by e-Daten Inc. over which Mr. Hideo Sakioka may be deemed to have
shared voting and dispositive
power.
|
*** |
Represents
an aggregate of 43,482,282 shares directly owned by the Reporting Persons,
646,492 shares owned by their affiliates and 8,000 shares issuable upon
the exercise of the Options.
|
CUSIP
No. 654655109
|
Page 5
of 20 Pages
|
1
|
NAME OF
REPORTING PERSONS
Akio
Sakioka
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
500,000*
|
|||
9
|
SOLE
DISPOSITIVE POWER
737,426
|
|||
10
|
SHARED
DISPOSITIVE POWER
500,000**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774***
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%****
|
|||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* |
Represents
shares owned by Y.K. Gentiyo, a company in which Mr. Akio Sakioka owns
51.7%, over which Mr. Akio Sakioka has shared voting and dispositive
power. The Management Shareholders are parties to the
Shareholders Agreement with respect to 151,047,373 shares of Common Stock,
including the shares of Common Stock directly owned by each Management
Shareholder and 100,000,000 shares of Common Stock and the
Warrants to acquire 8,750,000 shares of Common Stock indirectly
held by the TPG Parties. See Item
5.
|
** |
Represents
shares owned by Y.K. Gentiyo, a company in which Mr. Akio Sakioka owns
51.7%, over which Mr. Akio Sakioka has shared voting and dispositive
power.
|
*** |
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
**** |
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
Page 6
of 20 Pages
|
1
|
NAME OF
REPORTING PERSONS
Kunihiko
Sakioka
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
33,104,855*
|
|||
9
|
SOLE
DISPOSITIVE POWER
4,489,947
(including share acquisition rights exercisable for up to 8,000 shares
from August 1, 2005 until July 31, 2008, at 1,160 yen per
share)
|
|||
10
|
SHARED
DISPOSITIVE POWER
33,104,855**
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,744***
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%****
|
|||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* |
Represents
shares held by Nissin Building Co., Ltd., Shuho Co., Ltd. and
4,992 shares held by e-Daten Inc. over which Mr. Kunihiko Sakioka may be
deemed to have shared voting and dispositive power. The
Management Shareholders are parties to the Shareholders Agreement with
respect to 151,047,373 shares of Common Stock, including the shares of
Common Stock directly owned by each Management Shareholder and 100,000,000
shares of Common Stock and the Warrants to acquire 8,750,000
shares of Common Stock indirectly held by the TPG Parties. See
Item 5.
|
**
|
Represents
shares held by Nissin Building Co., Ltd., Shuho Co., Ltd. and
4,992 shares held by e-Daten Inc. over which Mr. Kunihiko Sakioka may be
deemed to have shared voting and dispositive
power.
|
*** |
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
**** |
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
Page 7
of 20 Pages
|
1
|
NAME OF
REPORTING PERSONS
Koji
Amano
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
153
|
||
8
|
SHARED
VOTING POWER
16,785,100*
|
|||
9
|
SOLE
DISPOSITIVE POWER
153
|
|||
10
|
SHARED
DISPOSITIVE POWER
16,785,100*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774**
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%***
|
|||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* |
Represents
shares held by Nissin Building Co., Ltd., over which Mr. Koji Amano
may be deemed to have shared voting and dispositive
power.
|
** |
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
*** |
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
Page 8
of 20 Pages
|
1
|
NAME OF
REPORTING PERSONS
Susumu
Sakioka
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
998,484
|
||
8
|
SHARED
VOTING POWER
16,926,600*
|
|||
9
|
SOLE
DISPOSITIVE POWER
998,484
|
|||
10
|
SHARED
DISPOSITIVE POWER
16,926,600*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774**
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%***
|
|||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* |
Includes
shares held by Nissin Building Co., Ltd. and 141,500 shares held by Big
Apple Co., Ltd. over which Mr. Susumu Sakioka may be deemed to have shared
voting and dispositive power.
|
** |
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
*** |
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
Page 9
of 20 Pages
|
1
|
NAME OF
REPORTING PERSONS
Eiji
Omori
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
194,272
|
||
8
|
SHARED
VOTING POWER
16,319,755*
|
|||
9
|
SOLE
DISPOSITIVE POWER
194,272
|
|||
10
|
SHARED
DISPOSITIVE POWER
16,319,755*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774**
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%***
|
|||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* |
Includes
shares held by Shuho Co., Ltd. and 4,992 shares held by e-Daten Inc. over
which Mr. Eiji Omori may be deemed to have shared dispositive
power.
|
** |
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
*** |
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
Page 10
of 20 Pages
|
CUSIP
No. 654655109
|
Page 11
of 20 Pages
|
CUSIP
No. 654655109
|
Page 12
of 20 Pages
|
CUSIP
No. 654655109
|
Page 13
of 20 Pages
|
CUSIP
No. 654655109
|
Page 14
of 20 Pages
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
CUSIP
No. 654655109
|
Page 15
of 20 Pages
|
-
|
Revisions
to the articles of incorporation of the Company affecting the rights of
the warrants.
|
|
-
|
Changes
to the capital structure of the Company, including, without limitation,
any of the following:
|
|
-
|
filing
for bankruptcy, liquidation or similar restructuring;
|
|
-
|
issuance
of any securities by the Company, including warrants, options and any
instrument that is convertible into, or exchangeable for, securities of
the company.
|
|
-
|
mergers
or acquisitions involving the Company;
|
|
-
|
substantial
disposal of assets by the Company;
|
|
-
|
related
party transactions involving the Company; and
|
|
-
|
decisions
regarding dividend policy.
|
CUSIP
No. 654655109
|
Page 16
of 20 Pages
|
CUSIP
No. 654655109
|
Page 17
of 20 Pages
|
Exhibit
No.
|
Description
|
1
|
Shareholders
Agreement dated February 20, 2008 by and among the Reporting Persons and
the TPG Subscribers.
|
2
|
Joint
Filing Agreement pursuant to Rule 13d-1(k).
|
3
|
Power
of Attorney
|
CUSIP
No. 654655109
|
Page 18
of 20 Pages
|
Dated:
|
NISSIN
BUILDING CO., LTD.
|
||
/s/ Hideo
Sakioka
|
||
Name: Hideo
Sakioka
|
||
Title: President
and Representative Director
|
||
SHUHO
CO., LTD.
|
||
/s/
Eiji Omori
|
||
Name: Eiji
Omori
|
||
Title: President
and Representative Director
|
||
KUNIHIKO
SAKIOKA
|
||
/s/
Kunihiko Sakioka
|
||
AKIO
SAKIOKA
|
||
/s/
Akio Sakioka
|
||
HIDEO
SAKIOKA
|
||
/s/
Hideo Sakioka
|
||
KOJI
AMANO
|
||
/s/
Koji Amano
|
SUSUMU
SAKIOKA
|
||
/s/
Susumu Sakioka
|
||
EIJI
OMORI
|
||
/s/
Eiji Omori
|
CUSIP
No. 654655109
|
Page 20
of 20 Pages
|
Exhibit
No.
|
Description
|
1
|
Shareholders
Agreement dated February 20, 2008 by and among the Reporting Persons and
the TPG Subscribers.
|
2
|
Joint
Filing Agreement pursuant to Rule 13d-1(k).
|
3
|
Power
of Attorney
|
This ‘SC 13D’ Filing | Date | Other Filings | ||
---|---|---|---|---|
7/31/08 | ||||
Filed on: | 3/3/08 | |||
2/20/08 | ||||
2/19/08 | 6-K | |||
2/18/08 | ||||
2/11/08 | ||||
12/10/07 | 6-K | |||
8/1/05 | ||||
List all Filings |