-----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, WrcAPsp5/ImFegoYAn1evR0Txm8BbUKo6HAP7bhp4Bg/lxg0ydWQLbFzJ4OcsGJ0 g5ihBT8i6UkTQhetxBqXBg== 0001018220-97-000017.txt : 19970718 0001018220-97-000017.hdr.sgml : 19970718 ACCESSION NUMBER: 0001018220-97-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970717 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NU KOTE HOLDING INC /DE/ CENTRAL INDEX KEY: 0000812423 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 161296153 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43219 FILM NUMBER: 97641833 BUSINESS ADDRESS: STREET 1: 17950 PRESTON RD STE 690 CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 2142502785 MAIL ADDRESS: STREET 1: 17950 PRESTON ROAD SUITE 690 CITY: DALLAS STATE: TX ZIP: 75252 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METRO HOLDING AG ET AL CENTRAL INDEX KEY: 0000941094 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 WET MONROE SUITE 24100 CITY: CHICAGO STATE: IL ZIP: 60603 MAIL ADDRESS: STREET 1: 55 WEST MONROE STREET CITY: CHICAGO STATE: IL ZIP: 60603 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. Three)* Nu-kote Holding, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 669935108 (CUSIP Number) Wilson P. Funkhouser Levin & Funkhouser, Ltd. 55 W. Monroe St. Ste. 2410 Chicago, Illinois 60603-5008 Tel. 312-701-6800, Fax 312/641-2640 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 1997 (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. Schedule 13D Cusip No.: 669935108 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: METRO HOLDING AG NONE 2) Check the Appropriate Box if a Member of a Group (a) [ X ] (b) [ ] 3) SEC Use Only: 4) Source of Funds: N/A 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: SWITZERLAND Number of (7) Sole Voting Power: 4,600,000 Shares Beneficially (8) Shared Voting Power: Owned by Each (9) Sole Dispositive Power: 4,600,000 Reporting Person With (10) Shared Dispositive Power: 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,600,000 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 21.12% 14) Type of Reporting Person: CO Schedule 13D Cusip No.: 669935108 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: LIGAPART AG NONE 2) Check the Appropriate Box if a Member of a Group (a) [ X ] (b) [ ] 3) SEC Use Only: 4) Source of Funds: N/A 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6) Citizenship or Place of Organization: SWITZERLAND Number of (7) Sole Voting Power: 4,600,000 Shares Beneficially (8) Shared Voting Power: Owned by Each (9) Sole Dispositive Power: 4,600,000 Reporting Person With (10) Shared Dispositive Power: 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,600,000 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13) Percent of Class Represented by Amount in Row (11): 21.12% 14) Type of Reporting Person: CO Item 1. Security and Issuer Title of the class of equity securities to which this statement relates: Nu-kote Holding, Inc. (herein "Nu-kote") Class A Common Stock Name and address of the principal executive offices of the issuer: Nu-kote Holding, Inc. 17950 Preston Road Suite 690 Dallas, Texas 75252 Item 2. Identity and Background This statement on Schedule 13D is filed by: 1. Name: Metro Holding AG, a corporation organized under the laws of the canton of Zug, Switzerland ("Metro Holding") Address: Neuhofstrasse 4 CH-6304 BAAR/Zug, SWITZERLAND Principal Business: Holding company for interests principally in business entities engaged in (i) retailing and wholesaling in Europe, Asia and the United States and (ii) purchasing of consumer goods for sale to and distribution by affiliates and others. 2. Name: Ligapart AG a corporation organized under the laws of the canton of Zug, Switzerland ("Ligapart") Address Neuhofstrasse 4 CH-6304 BAAR/Zug, SWITZERLAND Principal Business: Holding Company for corporations related to retailing and wholesaling of consumer goods Item 3: Source and Amount of Funds or Other Consideration N/A Item 4. Purpose of Transaction. Subsequent to the exchange of correspondence dated June 27, 1997, which was reported in Amendment No. 2 to Metro Holding's and Ligapart's Schedule 13D, in telephone conversations with Mr. Benno Zehnder, Mr. David Brigante stated that Nu-kote anticipates that it will defer its Annual Meeting of Stockholders that otherwise would have been held on August 12, 1997. Mr. Brigante further stated that Nu-kote's Board of Directors will meet in New York on August 12, 1997, and Mr. Brigante proposed that, rather than including Mr. Loo as a director nominee in Nu-kote's Proxy Statement for its Annual Meeeting of Stockholders as previously agreed, Mr. Loo could be elected to the Board of Directors of Nu-kote and Nu-kote International, Inc. at the meeting of Nu-kote's Board of Directors in New York on August 12, 1997. In a letter dated July 17, 1997, (a copy of which is attached hereto as Exhibit A) Ligapart confirmed and accepted Mr. Brigante's proposal. Item 5. Interest in Securities of the Issuer. No Change Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No Change Item 7. Material to be Filed As Exhibits. Letter from E. Conradi (Ligapart AG) to David Brigante (Nu-kote Holding, Inc.), dated July 17, 1997 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct. July 17, 1997 METRO HOLDING AG Dated: By: /s/ Erwin Conradi Erwin Conradi, Director By: /s/ Hans-Dieter Cleven Hans-Dieter Cleven, Director July 17, 1997 LIGAPART AG Dated: By: /s/ Erwin Conradi Erwin Conradi, Director By: /s/ Hans-Dieter Cleven Hans-Dieter Cleven, Director Index to Exhibit Exhibit 99.1 Letter from E. Conradi (Ligapart AG) to David Brigante (Nu-kote Holding, Inc.), dated July 17, 1997 LIGAPART AG Neuhofstrasse 4 Postfach 400 CH-6341 Baar - ---------------------------------------------------------------------------- FAX: +1 (972) 250-4097 Nu-kote Holding, Inc. Attn. Mr. David F. Brigante Chairman and CEO 17950 Preston Road Suite 690 LB21 Dallas, Texas 75252-5364 USA - ---------------------------------------------------------------------------- Ihr Zeichen Ihre Nachricht von Unser Zeichen Unsere Machricht von Datum UL/sh 17.7.1997 Dear Mr. Brigante I write to confirm the agreement between Nu-kote Holding, Inc. ("Nu-kote") and Ligapart AG that we reached in the telephone conference call of Monday, July 7, 1997, among you, me, Mr. Zehnder and Mr. Loo and in your subsequent telephone conversations of Saturday, July 12, Monday, July 14, 1997 with Mr. Benno Zehnder. When we first requested that Mr. Loo should become a director of Nu-kote, you and we contemplated that, (as stated in your letter to me and Mr. Cleven of 27th June) Nu-kote would include Mr. Loo as a management nominee for election as a director in Nu-kote's Proxy Statement for its Annual Meeting of Stockholders expected to be held August 12, 1997. In the July 7, 1997 conference call, you proposed that, as Nu-kote's By-Laws permit, Nu-kote's Board of Directors rather than its stockholders would elect Mr. Loo to Nu-Kote's Board of Directors. Based upon your assurance to us that you and the other members of Nu-kote's board of directors would elect Mr. Loo to the Boards of Directors of Nu-kote, and Nu-kote International, Inc., immediately following Nu-kote's next meeting of stockholders, I indicated that Ligapart AG could agree to accept your proposal for Mr. Loo's election to those Boards of Directors in this manner. In your telephone conversation with Mr. Zehnder of July 12 and 14, 1997, you advised Mr. Zehnder that, in connection with the matters disclosed in Nu-kote's Report filed June 30, 1997 with the Securities and Exchange Commission on Form 12B-25 (Notification of Late Filing of Annual Report to the SEC on Form 10K) Nu-kote may defer its Annual Meeting of Stockholders that otherwise would be held August 12, 1997. You further advised Mr. Zehnder that Nu-kote's Board of Directors will nevertheless meet in New York City at that time and at that meeting will elect Mr. Loo to the Boards of Directors of Nu-kote and Nu-kote International, Inc. As Mr. Zehnder informed you, this manner of electing Mr. Loo to the Boards of Nu-kote and Nu-kote International, Inc. also is acceptable to us. Yours sincerely, LIGAPART AG /s/ E. Conradi /s/H.-D. Cleven E. Conradi H.-D. Cleven Chairman of the Board Member of the Board cc: Mr. H.-D. Cleven Mr. Benno Zehnder Mr. Loo Hooi Keat -----END PRIVACY-ENHANCED MESSAGE-----