-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UtcbZi6zxC6xRSIwKaSmSSKFaFTU/V3uPPYZgiPyFTV4g//93FV9I5etXuGa1jjr x5pMVdvTAUBOqqgIZ6rjng== 0001181431-06-009656.txt : 20060208 0001181431-06-009656.hdr.sgml : 20060208 20060208193537 ACCESSION NUMBER: 0001181431-06-009656 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050825 FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ROMANS INC CENTRAL INDEX KEY: 0000709005 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 351281154 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE VIRGINIA AVE STREET 2: STE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176343377 MAIL ADDRESS: STREET 1: ONE VIRGINIA AVENUE STREET 2: SUITE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. CENTRAL INDEX KEY: 0001175853 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590601 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN SACHS (CAYMAN) TRUST, LTD. STREET 2: HARBOUR CENTRE, 2ND FLOOR CITY: GRAND CAYMAN STATE: E9 ZIP: PO BOX 896 BUSINESS PHONE: 646-720-9100 MAIL ADDRESS: STREET 1: C/O GOLDMAN SACHS (CAYMAN) TRUST, LTD. STREET 2: HARBOUR CENTRE, 2ND FLOOR CITY: GRAND CAYMAN STATE: E9 ZIP: PO BOX 896 FORMER NAME: FORMER CONFORMED NAME: HIGHBRIDGE ZWIRN SPECIAL OPPORTUNITIES FUND LP DATE OF NAME CHANGE: 20020618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP CENTRAL INDEX KEY: 0001200438 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590604 BUSINESS ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1251 AVENE OF THE AMERICAS 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1251 AVENE OF THE AMERICAS 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: D.B. ZWIRN & CO., L.P. CENTRAL INDEX KEY: 0001243310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590600 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 6467209100 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 FORMER NAME: FORMER CONFORMED NAME: HIGHBRIDGE ZWIRN CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030717 FORMER NAME: FORMER CONFORMED NAME: HIGHBRIDGE/ZWIRN CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS INVESTMENT GROUP LLC CENTRAL INDEX KEY: 0001245521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590602 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICA 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICA 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC CENTRAL INDEX KEY: 0001252267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590603 BUSINESS ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1251 AVENUE OF AMERICAS STE.1600 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 610 7367 MAIL ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1251 AVENUE OF AMERICAS STE.1600 CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMITBRIDGE NATIONAL INVESTMENTS LLC CENTRAL INDEX KEY: 0001275595 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590605 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZWIRN HOLDINGS, LLC CENTRAL INDEX KEY: 0001278303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590597 BUSINESS ADDRESS: STREET 1: C/O D.B. ZWIRN & CO., L.P. STREET 2: 745 FIFTH AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 646-720-9100 MAIL ADDRESS: STREET 1: C/O D.B. ZWIRN & CO., L.P. STREET 2: 745 FIFTH AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 FORMER NAME: FORMER CONFORMED NAME: DB ZWIRN & CO LLC DATE OF NAME CHANGE: 20040202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DBZ GP, LLC CENTRAL INDEX KEY: 0001320184 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590599 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 646-720-9108 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 4 1 rrd104656.xml FORM 4 - SUMMITBRIDGE NATIONAL INVESTMENTS LLC X0202 4 2005-08-25 0 0000709005 NOBLE ROMANS INC NROM.OB 0001275595 SUMMITBRIDGE NATIONAL INVESTMENTS LLC C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001200438 DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001252267 DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001245521 FORTRESS INVESTMENT GROUP LLC C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001175853 D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 0001243310 D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 0001320184 DBZ GP, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 0001278303 ZWIRN HOLDINGS, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 Common Stock, no par value 2005-08-25 4 S 0 814748 D 2400000 D Common Stock, no par value 2005-08-25 4 S 0 814748 D 2400000 I See footnote Common Stock, no par value 2005-08-25 4 S 0 0 D 0 I See footnote Common Stock, no par value 2005-08-25 4 S 0 814748 D 2400000 I See footnote Common Stock, no par value 2005-08-25 4 S 0 814748 D 2400000 I See footnote Common Stock, no par value 2005-08-25 4 S 0 0 D 0 I See footnote Common Stock, no par value 2005-08-25 4 S 0 0 D 0 I See footnote Common Stock, no par value 2005-08-25 4 S 0 0 D 0 I See footnote Series A Convertible Preferred Stock (Preferred Stock) 0 2005-08-25 4 S 0 4929275 D Common Stock 1643092 0 D Common Stock Warrants (rights to buy) (Warrants) 0.01 2005-08-25 4 S 0 385000 D 1998-08-23 2005-12-31 Common Stock 385000 0 D Preferred Stock 0 2005-08-25 4 S 0 4929275 D Common Stock 1643092 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 385000 D 1998-08-23 2005-12-31 Common Stock 385000 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 0 D Common Stock 0 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 0 D 1998-08-23 2005-12-31 Common Stock 0 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 4929275 D Common Stock 1643092 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 385000 D 1998-08-23 2005-12-31 Common Stock 385000 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 4929275 D Common Stock 1643092 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 385000 D 1998-08-23 2005-12-31 Common Stock 385000 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 0 D Common Stock 0 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 0 D 1998-08-23 2005-12-31 Common Stock 0 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 0 D Common Stock 0 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 0 D 1998-08-23 2005-12-31 Common Stock 0 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 0 D Common Stock 0 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 0 D 1998-08-23 2005-12-31 Common Stock 0 0 I See footnote Pursuant to a Settlement Agreement dated as of August 1, 2005 (Settlement Agreement), by and among Noble Roman's, Inc. (Company) and certain of its affilates, and SummitBridge National Investments LLC (SummitBridge), Drawbridge Special Opportunities Fund LP (Drawbridge LP) and D.B. Zwirn Special Opportunities Fund, L.P. f/k/a Highbridge/Zwirn Special Opportunities Fund, L.P. (D.B. Zwirn), the Company agreed to acquire all of SummitBridge'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. (cont'd footnote 2) These debt and equity interests consisted of a 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 Common Stock; and the Warrant to purchase 385,000 shares of the Company's Common Stock. The equity interests, other than the 2,400,000 shares of Common Stock not transferred as noted, are the subject of this Form 4. SummitBridge also agreed to release certain affilates of the Company as guarantors with respect to certain obligations of the Company and has relinquished its right in the related guarantees. The shares of Common Stock and derivative securities to which this note relates are held directly by SummitBridge. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Drawbridge LP, in its capacity as one of the members of SummitBridge. As a result, Drawbridge LP may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge LP expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Drawbridge Special Opportunities Advisors LLC (Drawbridge Advisors), in its capacity as advisor to Drawbridge LP. As a result, Drawbridge Advisors may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge Advisors expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Fortress Investment Group LLC (Fortress), in its capacity as the managing member of Drawbridge Advisors. As a result, Fortress may be deemed to have beneficial ownership of these securities for purposes of Section 16. Fortress expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by D.B. Zwirn, in its capacity as a member of Summit Delta Investor, LLC, which is one of the members of SummitBridge. As a result, D.B. Zwirn may be deemed to have beneficial ownership of these securities for purposes of Section 16. D.B. Zwirn expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by D.B. Zwirn & Co., L.P. f/k/a Highbridge/Zwirn Capital Management, LLC (DBZCO), in its capacity as the trading manager of D.B. Zwirn. As a result, DBZCO may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZCO expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by DBZ GP, LLC (DBZ), in its capacity as the general partner of DBZCO. As a result, DBZ may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZ expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Zwirn Holdings, LLC f/k/a D.B. Zwirn & Co., LLC, in its capacity as the managing member of DBZ. As a result, Zwirn Holdings, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. Zwirn Holdings, LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. Series A Convertible Preferred Stock is convertible into Common Stock at any time. There is no expiration date. The Company's Articles of Amendment of the Articles of Incorporation provide that the conversion price is calculated by multiplying each share of Preferred Stock by $1.00 and dividing by $3.00. The shares of Preferred Stock are also subject to antidilution protection. SummitBridge directly holds 4,929,275 shares of the Company's Preferred Stock. The joint filers include SummitBridge, Drawbridge LP, Drawbridge Advisors, Fortress, Summit Delta Investor, LLC, D.B. Zwirn, DBZCO, DBZ, Zwirn Holdings, LLC and Daniel B. Zwirn. A separate Form 4 has been filed for Summit Delta Investor, LLC and Daniel B. Zwirn due to Form 4 technical filing limitations. That report relates to the same transaction described herein. /s/ Dean Dakolias, for SummitBridge Nat'l Invsts 2006-02-07 /s/ Dean Dakolias, for Drawbridge Spec Opp Fd 2006-02-07 /s/ Dean Dakolias, for Drawbridge Spec Opp Advs 2006-02-07 /s/ Alan Chesick, for Fortress Invst Grp 2006-02-07 /s/ Daniel B. Zwirn, for D.B. Zwirn Spec Opp Fd 2006-02-07 /s/ Daniel B. Zwirn, for D.B. Zwirn and Co., L.P. 2006-02-07 /s/ Daniel B. Zwirn, for DBZ GP, LLC 2006-02-07 /s/ Daniel B. Zwirn, for Zwirn Holdings, LLC 2006-02-07 -----END PRIVACY-ENHANCED MESSAGE-----