SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Amendment No. 2)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
NOBLE ROMAN'S INC
------------------------------------------------------
(Name of Issuer)
COMMON STOCK
------------------------------------------------------
(Title of Class of Securities))
655107100
------------------------------------------------------
(CUSIP NUMBER)
SUMMITBRIDGE NATIONAL INVESTMENTS LLC
C/O FORTRESS INVESTMENT GROUP LLC
1251 AVENUE OF THE AMERICAS, 16TH FLOOR
NEW YORK, NEW YORK 10020
ATTN: KEVIN TREACY
(212) 798-6071
------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
August 25, 2005
------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
-------------------------------------------------------------------------------
*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 purposes 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. 655107100 Page 3 of 19 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
SummitBridge National Investments LLC
--------------------------------------------------------------------------------
(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 ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
-----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
-----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0% See Item 5
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 Page 4 of 19 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Drawbridge Special Opportunities Fund LP
--------------------------------------------------------------------------------
(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 ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
-----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
-----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 Page 5 of 19 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Drawbridge Special Opportunities Advisors LLC
--------------------------------------------------------------------------------
(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 ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
-----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
-----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 Page 6 of 19 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Group LLC
--------------------------------------------------------------------------------
(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 ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
-----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
-----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 Page 7 of 19 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
D.B. Zwirn Special Opportunities Fund, L.P. (f/k/a
Highbridge/Zwirn Special Opportunities Fund, L.P.)
--------------------------------------------------------------------------------
(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 ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
-----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
-----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 Page 8 of 19 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
D.B. Zwirn & Co., L.P. (f/k/a Highbridge/Zwirn
Capital Management, LLC)
--------------------------------------------------------------------------------
(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 ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
-----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
-----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 Page 9 of 19 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
DBZ GP, LLC
--------------------------------------------------------------------------------
(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 ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
-----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
-----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
00
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 Page 10 of 19 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Zwirn Holdings, LLC (f/k/a D.B. Zwirn & Co., LLC)
--------------------------------------------------------------------------------
(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 ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
-----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
-----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
00
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 Page 11 of 19 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Daniel B. Zwirn
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
-----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
-----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP No. 655107100 Page 12 of 19 Pages
THIS AMENDED AND RESTATED SCHEDULE 13D RELATES TO THE SCHEDULE 13D
ORIGINALLY FILED ON BEHALF OF THE REPORTING PERSONS WITH THE SECURITIES AND
EXCHANGE COMMISSION ON FEBRUARY 11, 2004 (AS AMENDED BY AMENDMENT NO. 1 TO
SCHEDULE 13D FILED WITH THE COMMISSION ON AUGUST 11, 2005). THE TEXT OF SAID
SCHEDULE 13D IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value per share (the
"Shares" or "Common Stock") of Noble Roman's Inc, an Indiana corporation (the
"Company"). The Company's principal executive offices are located at One
Virginia Avenue, Suite 800, Indianapolis, Indiana 46204.
Item 2. Identity and Background.
(a) This statement is filed jointly pursuant to Rule 13d-(1)(k) by:
(i) SummitBridge National Investments LLC, a Delaware limited
liability company ("SummitBridge LLC") with respect to the Shares
directly owned by it;
(ii) Drawbridge Special Opportunities Fund LP, a Delaware limited
partnership ("Drawbridge LP"), is the sole member of SummitBridge LLC
other than D.B. Zwirn Special Opportunities Fund, L.P., f/k/a
Highbridge/Zwirn Special Opportunities Fund, L.P., a Delaware limited
partnership ("D.B. Zwirn L.P."), with respect to the Shares directly
owned by SummitBridge LLC;
(iii) Drawbridge Special Opportunities Advisors LLC, a Delaware
limited liability company ("Drawbridge Advisors"), which acts as
advisor to Drawbridge LP, with respect to the Shares directly owned by
SummitBridge LLC;
(iv) Fortress Investment Group LLC, a Delaware limited liability
company ("Fortress"), which is the managing member of Drawbridge
Advisors, with respect to the Shares directly owned by SummitBridge
LLC;
(v) D.B. Zwirn L.P. is the sole member of SummitBridge LLC other than
Drawbridge LP, with respect to the Shares directly owned by
SummitBridge LLC;
CUSIP No. 655107100 Page 13 of 19 Pages
(vi) D.B. Zwirn & Co., L.P., f/k/a Highbridge/Zwirn Capital
Management, LLC, a Delaware limited partnership ("DBZCO") is the
trading manager of D.B. Zwirn L.P., with respect to the Shares
directly owned by SummitBridge LLC;
(vii) DBZ GP, LLC, a Delaware limited liability company, is the
general partner of DBZCO with respect to the Shares directly owned by
SummitBridge LLC;
(viii) Zwirn Holdings, LLC, f/k/a D.B. Zwirn & Co., LLC, a Delaware
limited liability company, is the managing member of DBZ GP, LLC with
respect to the Shares directly owned by SummitBridge LLC; and
(ix) Daniel B. Zwirn, is an individual and is the managing member of
Zwirn Holdings, LLC.
The foregoing persons are hereinafter sometimes collectively referred to as
the "Reporting Persons." Any disclosures herein with respect to persons other
than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
(b) The address of the principal office of SummitBridge LLC, Drawbridge LP,
Drawbridge Advisors and Fortress is c/o Fortress Investment Group, 1251 Avenue
of the Americas, Suite 1600, New York, New York 10020, Attention: Kevin Treacy.
The address of the principal office of D.B. Zwirn L.P., DBZCO, DBZ GP, LLC,
Zwirn Holdings, LLC, and Daniel B. Zwirn is 745 Fifth Avenue, 18th Floor, New
York, New York 10151, Attention: Daniel B. Zwirn.
(c) The principal business of each of SummitBridge LLC, Drawbridge LP,
Fortress and D.B. Zwirn L.P. is that of an investment fund. The principal
business of Drawbridge Advisors, DBZCO and Zwirn Holdings, LLC is that of an
investment manager. The principal business of DPZ GP, LLC is that of acting as a
general partner of DBZCO.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five 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 of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) Each of SummitBridge LLC, Drawbridge Advisors, Fortress, DBZ GP, LLC
and Zwirn Holdings, LLC, is a limited liability company organized under the laws
of the State of Delaware. Each of Drawbridge LP, DBZCO and D.B. Zwirn L.P. is a
limited partnership formed under the laws of the State of Delaware. Daniel B.
Zwirn is a citizen of the United States.
Item 3. Source and Amount of Funds and Other Consideration.
CUSIP No. 655107100 Page 14 of 19 Pages
In October 2003, SummitBridge LLC received the Shares owned directly by
SummitBridge LLC, and the Shares beneficially owned indirectly by Drawbridge LP,
Drawbridge Advisors, Fortress, D.B. Zwirn L.P., DBZCO, Zwirn Holdings, LLC, DBZ
GP, LLC, and Daniel B. Zwirn pursuant to that certain Loan Sale Agreement (the
"Loan Sale Agreement") dated as of October 16, 2003 by and among SummitBridge
LLC and Provident Bank. Pursuant to the Loan Sale Agreement, SummitBridge LLC
purchased, for an aggregate purchase price of $6,980,784, $8,000,000 principal
amount of loans (the "Loans"), 3,214,748 shares of Common Stock of the Company,
4,929,275 Shares of convertible Preferred Stock of the Company which are
convertible into 1,643,092 shares of Common Stock, and Warrants to purchase
385,000 shares of Common Stock (the "Warrants"). The Purchase Price was
allocated by SummitBridge LLC as follows: $6,423,000 was allocated to the Loans,
$344,376 was allocated to the Common Stock, $176,014.28 was allocated to the
Preferred Stock and $37,393 was allocated to the Warrants.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Shares by the Reporting Persons was
for investment and was not made for the purpose of acquiring control of the
Company.
On March 12, 2004, the Company filed a lawsuit against SummitBridge and
certain other Reporting Persons in the Superior Court of Marion County, Indiana
(Cause No. 49D11-0403-PL-00531) that, among other things, sought a declaration
that the Indiana Business Combination Law prohibits SummitBridge LLC from
seeking to enforce the promissory note evidencing the Loans until the fifth
anniversary of the acquisition by SummitBridge LLC of 15.0% or more of the
Company's outstanding common stock and that the Indiana Control Share
Acquisition Law denies Summitbridge LLC voting rights with respect to its stock
in the Company. SummitBridge answered the complaint and counterclaimed to
enforce the promissory note and certain other rights held by Summitbridge. (This
litigation is collectively referred to herein as the "Indiana Litigation.")
Pursuant to a Settlement Agreement dated as of August 1, 2005, by and among
the Company, Oak Grove Corp., Pizzaco, Inc., LPS, Inc., G.N.R., Inc. and N.R.
East, Inc., on behalf of themselves and each of their officers, directors,
employees and shareholders, including but not limited to Paul W. Mobley and
Scott Mobley, and each of their agents, affiliates, subsidiaries and
successors-in-interest, and SummitBridge LLC, Drawbridge LP and D.B. Zwirn L.P.,
on behalf of themselves and each of their general partners, limited partners,
members, managers, managing members and the employees, agents, officers,
directors, shareholders, affiliates, subsidiaries and successors-in-interest of
each, including, but not limited to, Summit Investment Management LLC (the
"Settlement Agreement"), the Company agreed to acquire all of SummitBridge LLC's
debt and equity interests in the Company, except for 2,400,000 shares of Common
Stock, for a purchase price of $8,300,000 at the closing. These debt and equity
interests consist of the promissory note for a face amount of $8,000,000;
3,214,748 shares of the Company's Common Stock; the $4,929,275 stated amount of
the Company's no-yield preferred stock convertible into 1,643,092 shares of
CUSIP No. 655107100 Page 15 of 19 Pages
Common Stock; and the Warrant to purchase 385,000 shares of the Company's Common
Stock. In addition, under the Settlement Agreement, SummitBridge LLC agreed to
release Paul W. Mobley, Oak Grove Corp., Pizzaco, Inc., LPS, Inc., G.N.R., Inc.
and N.R. East, Inc. as guarantors with respect to certain obligations of the
Company and has relinquished its right in the related guarantees.
Under the Settlement Agreement, the Company and Paul W. Mobley agree to use
commercially reasonable efforts to assist SummitBridge LLC over a six- to
nine-month period after closing in finding one or more buyers for the Company
Common Stock SummitBridge LLC retains, subject to certain conditions, which
include, among other things, a minimum sale price of $1.10 per share. During
this time, SummitBridge LLC agrees not to sell any of the Company Common Stock
it retains in the open market without the Company's consent, except that
SummitBridge LLC may sell any retained stock to buyers who offer to purchase the
shares above the minimum price. The Company agrees, with certain exceptions, to
indemnify SummitBridge LLC, Drawbridge LP and D.B. Zwirn L.P. against all claims
arising out of the offer or sale of their retained stock with the Company's
assistance.
SummitBridge LLC agrees that it has no voting rights with respect to its
retained shares as a result of the Indiana Control Share Acquisition Act.
However, following the six- to nine- month period after closing, the Company and
its executive officers will use commercially reasonable efforts to cause the
Company shareholders to vote to restore SummitBridge LLC's voting rights on any
retained shares that SummitBridge LLC then owns. Paul W. Mobley and Scott Mobley
also agree to vote the shares they own in favor of the restoration of Common
Stock voting rights to SummitBridge LLC. In addition, if SummitBridge LLC still
holds at least 1,200,000 shares of the retained stock six months after closing,
SummitBridge LLC will have the right to appoint an individual to hold the seat
of a single observer to the Company's Board of Directors. The individual
appointed will have the right, subject to a confidentiality agreement in the
form agreed to by the parties, to actively participate, but not vote at, any
Board of Director's meetings. SummitBridge LLC will have this right as long as
it owns at least 750,000 shares of the retained stock. Also after the six- to
nine-month period, if SummitBridge LLC then owns 5% or more of the Company's
outstanding shares, SummitBridge LLC will have certain registration rights with
respect to the shares of Common Stock it still holds.
SummitBridge LLC, Drawbridge LP and D.B. Zwirn L.P. also agree that, for a
period of two years from the closing, they will not engage in any proxy contest
or tender offer involving the Company's common stock, except as permitted under
the Settlement Agreement or as approved by the Company's Board of Directors.
The transactions contemplated by the Settlement Agreement closed on August
25, 2005, and as a result, all remaining claims asserted by the parties are
being dismissed pursuant to a Stipulated Judgment of Declaratory Relief and
Dismissal With Prejudice (the "Stipulated Judgment") that has been executed by
the parties' legal counsel of record and is being submitted to the Court. Mutual
releases executed by the parties have taken effect. The Settlement Agreement
provides that in resolving the Indiana Litigation, the parties do not in any way
admit to the liability or validity of any of the claims or matters being
resolved. The Stipulated Judgment provides for a judicial declaration that
SummitBridge LLC is not an "interested shareholder" of the Company within the
meaning of the Indiana Business Combination Law with respect to the Settlement
Agreement or SummitBridge LLC's ongoing ownership of 2,400,000 shares of common
stock in the Company and that SummitBridge LLC remains subject to the Indiana
Control Share Acquisition Law. The parties agree to mutually indemnify the
others from any costs incurred in connection with any future claim raised by the
indemnifying party or parties that asserts any of the claims that are released.
CUSIP No. 655107100 Page 16 of 19 Pages
Although the acquisition of the Shares by the Reporting Persons was for
investment purposes, each Reporting Person may, subject to the terms of the
Settlement Agreement, pursue discussions with management to maximize long-term
value for shareholders. Subject to the terms of the Settlement Agreement, each
of the Reporting Persons may make further purchases of shares of Common Stock
and Preferred Stock from time to time and may dispose of any or all of the
Shares held by it at any time. None of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Subject to
the terms of the Settlement Agreement, each of the Reporting Persons may, at any
time and from time to time, review or reconsider its position and formulate
plans or proposals with respect thereto, but has no present intention of doing
so.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Parties may be deemed to beneficially own
(as that term is defined in Rule 13d-3 under the Exchange Act), in the
aggregate, 2,400,000 Shares representing approximately 14.0% of the Shares
outstanding. (The percentage of Shares reported herein is based upon the
17,136,884 shares of Common Stock issued and outstanding by the Issuer, such
number being the shares of Common Stock issued and outstanding as of August 5,
2005, as reported on the Issuer's form 10-Q for the period ended June 30, 2005).
Each of Drawbridge LP, Drawbridge Advisors, Fortress, D.B. Zwirn L.P., DBZCO,
DBZ GP, LLC, Zwirn Holdings, LLC, and Daniel B. Zwirn disclaims any beneficial
ownership of the Shares owned by SummitBridge LLC except to the extent of its
pecuniary interests in such Shares.
(b) Each of the Reporting Parties has sole voting and dispositive
power over 0 Shares. The Shares are subject to an Indiana Statute relating to
control share acquisitions which provides that shares of voting stock of an
issuing public corporation that would otherwise grant the holder thereof in
excess of a 20% vote for the election of directors of such corporation will not
grant voting power to such holder unless or until uninterested shareholders of
such corporation vote to grant voting rights to such holder. No vote of
shareholders of the Company has been taken to determine the voting rights of
SummitBridge LLC. Therefore, each of the reporting persons has shared voting
power over 0 Shares. Each of the Reporting Persons has shared dispositive power
over 2,400,000 Shares.
(c) The trading date, consideration received and number of Shares for
all transactions effected in regard to the Shares by the Reporting Persons since
the filing of the most recent Schedule 13D on August 11, 2005 are set forth in
Schedule I hereof and are incorporated herein by reference. Where and how the
transaction was effected are set forth in Item 4 hereof and are incorporated
herein by reference.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 655107100 Page 17 of 19 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to Rule 13d-1(k), the Reporting Persons have entered into an
agreement with respect to the joint filing of this statement and any amendment
or amendments hereto, which was filed as Exhibit 1 to Schedule 13D filed with
the SEC on February 11, 2004 and is incorporated herein by reference.
Pursuant to an assignment agreement, a copy of which is filed as Exhibit 3
to Schedule 13D filed with the SEC on February 11, 2004 (the "Assignment
Agreement"), Provident Bank assigned a warrant, a copy of which was filed as
Exhibit 2 to Schedule 13D filed with the SEC on February 11, 2004 (the
"Warrant") issued by the Company on August 13, 1998, for 385,000 Shares, to
SummitBridge LLC. The Warrant provides an expiration date of December 31, 2001,
but pursuant to a letter from Provident Bank to the Company dated March 21,
2003, a copy of which is filed as Exhibit 4 to Schedule 13D filed with the SEC
on February 11, 2004, (the "Warrant Extension Letter"), the expiration date of
the Warrant was extended to December 31, 2005. The Company takes the position
that the warrants have expired and no longer are exercisable.
The description of the Settlement Agreement set forth in Item 4 hereof is
incorporated herein by reference.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
The Settlement Agreement is filed as Exhibit 1 to Amendment No. 1 to
Schedule 13D filed with the SEC on August 11, 2005, and is incorporated herein
by reference.
The written agreement relating to joint filing as required by Rule 13
d-1(k) is filed as Exhibit 1 to Schedule 13D filed with the SEC on February 11,
2004, and is incorporated herein by reference.
The Warrant is filed as Exhibit 2 to Schedule 13D filed with the SEC on
February 11, 2004, and is incorporated herein by reference.
The Assignment Agreement is filed as Exhibit 3 to Schedule 13D filed with
the SEC on February 11, 2004, and is incorporated herein by reference.
The Warrant Extension Letter is filed as Exhibit 4 to Schedule 13D filed
with the SEC on February 11, 2004, and is incorporated herein by reference.
CUSIP No. 655107100 Page 18 of 19 Pages
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: September 8, 2005
SUMMITBRIDGE NATIONAL INVESTMENTS LLC
By: /s/ Kevin Treacy
----------------
Name: Kevin Treacy
Title: Treasurer
DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
By: DRAWBRIDGE SPECIAL OPPORTUNITIES
ADVISORS LLC,
its advisor
By: /s/ Kevin Treacy
----------------
Name: Kevin Treacy
Title: Chief Financial Officer
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS, LLC
By: /s/ Kevin Treacy
----------------
Name: Kevin Treacy
Title: Chief Financial Officer
FORTRESS INVESTMENT GROUP, LLC
By: /s/ Randal A. Nardone
---------------------
Name: Randal A. Nardone
Title: Chief Operating Officer
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
By: D.B. ZWIRN PARTNERS, LLC,
its General Partner
By: ZWIRN HOLDINGS, LLC,
its Managing Member
By: /s/ Daniel B. Zwirn
-------------------
Name: Daniel B. Zwirn
Title: Managing Member
D.B. ZWIRN & CO., L.P.
By: DBZ GP, LLC, its General Partner
By: ZWIRN HOLDINGS, LLC,
its Managing Member
By: /s/ Daniel B. Zwirn
--------------------
Name: Daniel B. Zwirn
Title: Managing Member
DBZ GP, LLC
By: ZWIRN HOLDINGS, LLC,
its Managing Member
By: /s/ Daniel B. Zwirn
--------------------
Name: Daniel B. Zwirn
Title: Managing Member
ZWIRN HOLDINGS, LLC
By: /s/ Daniel B. Zwirn
-------------------
Name: Daniel B. Zwirn
Title: Managing Member
DANIEL B. ZWIRN
By: /s/ Daniel B. Zwirn
--------------------
DANIEL B. ZWIRN
CUSIP No. 655107100 Page 19 of 19 Pages
SCHEDULE I
--------------------- ------------------------ ---------------------------------
Reporting Person Date of Transaction Number of Shares Surrendered(1)
--------------------- ------------------------ ---------------------------------
SummitBridge LLC August 25, 2005 814,748 shares of Common Stock
--------------------- ------------------------ ---------------------------------
SummitBridge LLC August 25, 2005 4,929,275 shares of Preferred
Stock(2)
--------------------- ------------------------ ---------------------------------
SummitBridge LLC August 25, 2005 Warrants to purchase 385,000
shares of Common Stock
--------------------- ------------------------ ---------------------------------
(1) The consideration received for these shares is described in Item 4 hereof,
which is incorporated herein by reference.
(2) 4,929,275 Shares of Preferred Stock of the Company, which were convertible
into 1,643,092 Shares of Common Stock.