-----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, EBryAV6Nfw3RuQfvJpBu2Z6zCvPB/9Sf42hRmn+IcYuvIKHD0JEl8Z12RjV7GDsB mjqXzZxJAnfX63rMbbX2qg== 0001181431-06-009657.txt : 20060208 0001181431-06-009657.hdr.sgml : 20060208 20060208193707 ACCESSION NUMBER: 0001181431-06-009657 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050825 FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZWIRN DANIEL B CENTRAL INDEX KEY: 0001278301 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590632 MAIL ADDRESS: STREET 1: C/O HIGHBRIDGE ZWIRN CAPITAL MANAGEMENT STREET 2: 9 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 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: Summit Delta Investor, LLC CENTRAL INDEX KEY: 0001352168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590633 BUSINESS ADDRESS: STREET 1: C/O D.B. ZWIRN, 745 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 6467209100 MAIL ADDRESS: STREET 1: C/O D.B. ZWIRN, 745 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 4 1 rrd106413.xml FORM 4 - SUMMIT DELTA INVESTOR, LLC X0202 4 2005-08-25 0 0000709005 NOBLE ROMANS INC NROM.OB 0001352168 Summit Delta Investor, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 0001278301 ZWIRN DANIEL B 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 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 I See footnote 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 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 indirectly by Summit Delta Investor, LLC, in its capacity as one of the members of SummitBridge. The shares of Common Stock to which this note relates are owned directly by SummitBridge. As a result, Summit Delta Investor, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. Summit Delta Investor, LLC 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 Daniel B. Zwirn, in his capacity as the managing member of Zwirn Holdings, LLC, which is the managing member of DBZ GP, LLC, which is the general partner of D.B. Zwirn & Co., L.P. f/k/a Highbridge/Zwirn Capital Management, LLC, which is the trading manager of D.B. Zwirn, which is a member of Summit Delta Investor, LLC. As a result, Daniel B. Zwirn may be deemed to have beneficial ownership of these securities for purposes of Section 16. Daniel B. Zwirn expressly disclaims beneficial ownership of any of these securities in which he 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 National Investments LLC, Drawbridge Special Opportunities Fund LP, Drawbridge Special Opportunities Advisors LLC, Fortress Investment Group LLC, Summit Delta Investor, LLC, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn. This Form 4 has been filed separately for Summit Delta Investor, LLC and Daniel B. Zwirn due to Form 4 technical filing limitations. This report relates to the same transaction described in the separate report. /s/ Daniel B. Zwirn, on behalf of Summit Delta Investor, LLC 2006-02-07 /s/ David A. Proshan, by Power of Attorney 2006-02-08 -----END PRIVACY-ENHANCED MESSAGE-----