0001437749-13-004933.txt : 20130430 0001437749-13-004933.hdr.sgml : 20130430 20130430154522 ACCESSION NUMBER: 0001437749-13-004933 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130430 DATE AS OF CHANGE: 20130430 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: K SWISS INC CENTRAL INDEX KEY: 0000862480 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 954265988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41260 FILM NUMBER: 13797233 BUSINESS ADDRESS: STREET 1: 31248 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8187065100 MAIL ADDRESS: STREET 1: 31248 OAK CREST DR CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLS FAMILY TRUST CENTRAL INDEX KEY: 0000903413 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 31248 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8189983388 MAIL ADDRESS: STREET 1: 31248 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 SC 13G/A 1 nicholstrust_sc13ga15-043013.htm SC 13G/A nicholstrust_sc13ga15-043013.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
 
 
K-Swiss Inc.
(Name of issuer)
 
 
Class A Common Stock, $.01 par value
(Title of class of securities)
 
482686102
(CUSIP number)
 
April 30, 2013
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o 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 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 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 1 of 5 pages
 
 
 
 
CUSIP No. 482686102
  
13G
  
PAGE 2 OF 5 PAGES
 
(1)
  
Names of reporting persons
 
Nichols Family Trust
(2)
  
Check the appropriate box if a member of a group (see instructions)
(a)o (b) x
 
(3)
  
SEC use only
 
(4)
  
Citizenship or place of organization
 
      California
Number of
shares
beneficially
owned by
each
reporting
person
with:
(5)
  
Sole voting power
 
      0
(6)
  
Shared voting power
 
      0
(7)
  
Sole dispositive power
 
      0
(8)
  
Shared dispositive power
 
      0
(9)
  
Aggregate amount beneficially owned by each reporting person
 
      0(1)
(10)
  
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
 
      o
(11)
  
Percent of class represented by amount in Row (9)
 
      0%
(12)
  
Type of reporting person (see instructions)
 
      OO (Trust)
 
*SEE INSTRUCTION BEFORE FILLING OUT!
 
(1) On April 30, 2013, in connection with the consummation of the merger of Ian Acquisition Sub, Inc. with and into K-Swiss Inc. pursuant to that certain Agreement and Plan of Merger, dated as of January 16, 2013, by and among E-Land World Limited, Ian Acquisition Sub, Inc. and K-Swiss Inc., each share beneficially owned by the Reporting Person immediately prior to the effective time of the merger was cancelled and converted into the right to receive $4.75 per share in cash.  
 
Page 2 of 5 pages
 
 
 
 
SCHEDULE 13G
 
Item 1 (a)
Name of Issuer
   
K-Swiss Inc.
 
Item 1 (b)
Address of Issuer’s Principal Executive Offices
   
31248 Oak Crest Drive
   
Westlake Village, CA 91361
 
Item 2 (a)
Name of Person Filing
   
Nichols Family Trust
 
Item 2 (b)
Address of Principal Business Office
   
c/o K-Swiss Inc.
   
31248 Oak Crest Drive
   
Westlake Village, CA 91361
 
Item 2 (c)
Citizenship
   
Organized under the laws of the
   
State of California
 
Item 2 (d)
Title of Class of Securities
   
Class A Common Stock, $.01 par value (“Class A Common Stock”), including shares of Class B Common Stock, $.01 par value ("Class B Common Stock"). The Class B Common Stock is not registered under Section 12 of the Exchange Act of 1934, as amended (the “Act”), but each share of Class B Common Stock was freely convertible prior to the merger into one share of Class A Common Stock of K-Swiss Inc. at the option of the Class B stockholder. The Class A Common Stock is registered under Section 12 of the Act but in connection with the merger will be deregistered.
 
Item 2 (e)
CUSIP Number
   
482686102
 
Item 3
To be filled out if this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
   
Not applicable.
 
Page 3 of 5 pages
 
 
 
 
Item 4
Ownership
   
(a) Amount Beneficially Owned:
   
0
 
   
(b) Percent of Class:
    0%
 
   
( c) Number of shares as to which such person has:
 
(i)
sole power to vote or to direct the vote: 0
 
(ii)
shared power to vote or to direct the vote: 0
 
(iii)
sole power to dispose or to direct the disposition of: 0
 
(iv)
shared power to dispose or to direct the disposition of: 0
 
Item 5
Ownership of Five Percent or Less of a Class
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ü].
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person
   
Not applicable.
 
Page 4 of 5 pages
 
 
 
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
   
Not applicable.
 
Item 8
Identification and Classification of Members of the Group
   
Not applicable.
 
Item 9
Notice of Dissolution of Group
   
Not applicable.
 
Item 10
Certification.
   
Not applicable.
 
 
SIGNATURE
 
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: April 30, 2013
By:
/s/ Steven B. Nichols  
   
Steven B. Nichols
  
    Trustee for Nichols Family Trust  
 
 
Page 5 of 5 pages