CUSIP
No. 654655109
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Page 2
of 20 Pages
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1
|
NAME OF
REPORTING
PERSONS
Nissin
Building Co., Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0*
|
9
|
SOLE
DISPOSITIVE POWER
16,785,100
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774**
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%***
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
*
|
The
Management Shareholders (as defined herein) are parties to the
Shareholders Agreement with respect to 151,047,373 shares of Common Stock,
including the shares of Common Stock directly owned by each Management
Shareholder and 100,000,000 shares of Common Stock and the Warrants (as
defined herein) to acquire 8,750,000 shares of Common Stock
indirectly held by the TPG Parties (as defined herein). See
Item 5.
|
**
|
Represents
an aggregate of 43,482,282 shares directly owned by the Reporting Persons
(as defined herein), 646,492 shares owned by their affiliates and 8,000
shares issuable upon the exercise of the Options (as defined
herein).
|
***
|
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
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Page 3
of 20 Pages
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1
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NAME OF
REPORTING
PERSONS
Shuho
Co., Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
4,992*
|
9
|
SOLE
DISPOSITIVE POWER
16,314,763
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774***
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%****
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
*
|
Represents
shares held by e-Daten Inc., a wholly owned subsidiary of Shuho Co., Ltd.,
over which Shuho Co., Ltd. has shared voting and dispositive
power. The Management Shareholders are parties to the
Shareholders Agreement with respect to 151,047,373 shares of Common Stock,
including the shares of Common Stock directly owned by each Management
Shareholder and 100,000,000 shares of Common Stock and the
Warrants to acquire 8,750,000 shares of Common Stock indirectly
held by the TPG Parties. See Item
5.
|
**
|
Represents
shares held by e-Daten Inc., a wholly owned subsidiary of Shuho Co., Ltd.,
over which Shuho Co., Ltd. has shared voting and dispositive
power.
|
***
|
Represents
an aggregate of 43,482,282 shares directly owned by the Reporting Persons,
646,492 shares owned by their affiliates and 8,000 shares issuable upon
the exercise of the Options.
|
****
|
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
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Page 4
of 20 Pages
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1
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NAME OF
REPORTING
PERSONS
Hideo
Sakioka
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
33,104,855*
|
9
|
SOLE
DISPOSITIVE POWER
3,970,137
|
10
|
SHARED
DISPOSITIVE POWER
33,104,855**
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,744***
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%****
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*
|
Represents
shares held by Nissin Building Co., Ltd., Shuho Co., Ltd. and 4,992 shares
held by e-Daten Inc. over which Mr. Hideo Sakioka may be deemed to have
shared voting and dispositive power. The Management
Shareholders are parties to the Shareholders Agreement with respect to
151,047,373 shares of Common Stock, including the shares of Common Stock
directly owned by each Management Shareholder and 100,000,000 shares of
Common Stock and the Warrants to acquire 8,750,000 shares of
Common Stock indirectly held by the TPG Parties. See Item
5.
|
**
|
Represents
shares held by Nissin Building Co., Ltd., Shuho Co., Ltd. and 4,992 shares
held by e-Daten Inc. over which Mr. Hideo Sakioka may be deemed to have
shared voting and dispositive
power.
|
***
|
Represents
an aggregate of 43,482,282 shares directly owned by the Reporting Persons,
646,492 shares owned by their affiliates and 8,000 shares issuable upon
the exercise of the Options.
|
****
|
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
|
Page 5
of 20 Pages
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1
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NAME OF
REPORTING
PERSONS
Akio
Sakioka
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
500,000*
|
9
|
SOLE
DISPOSITIVE POWER
737,426
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774***
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%****
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*
|
Represents
shares owned by Y.K. Gentiyo, a company in which Mr. Akio Sakioka owns
51.7%, over which Mr. Akio Sakioka has shared voting and dispositive
power. The Management Shareholders are parties to the
Shareholders Agreement with respect to 151,047,373 shares of Common Stock,
including the shares of Common Stock directly owned by each Management
Shareholder and 100,000,000 shares of Common Stock and the
Warrants to acquire 8,750,000 shares of Common Stock indirectly
held by the TPG Parties. See Item
5.
|
**
|
Represents
shares owned by Y.K. Gentiyo, a company in which Mr. Akio Sakioka owns
51.7%, over which Mr. Akio Sakioka has shared voting and dispositive
power.
|
***
|
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
****
|
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
|
Page 6
of 20 Pages
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1
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NAME OF
REPORTING
PERSONS
Kunihiko
Sakioka
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
33,104,855*
|
9
|
SOLE
DISPOSITIVE POWER
4,489,947
(including share acquisition rights exercisable for up to 8,000 shares
from August 1, 2005 until July 31, 2008, at 1,160 yen per
share)
|
10
|
SHARED
DISPOSITIVE POWER
33,104,855**
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,744***
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%****
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*
|
Represents
shares held by Nissin Building Co., Ltd., Shuho Co., Ltd. and
4,992 shares held by e-Daten Inc. over which Mr. Kunihiko Sakioka may be
deemed to have shared voting and dispositive power. The
Management Shareholders are parties to the Shareholders Agreement with
respect to 151,047,373 shares of Common Stock, including the shares of
Common Stock directly owned by each Management Shareholder and 100,000,000
shares of Common Stock and the Warrants to acquire 8,750,000
shares of Common Stock indirectly held by the TPG Parties. See
Item 5.
|
**
|
Represents
shares held by Nissin Building Co., Ltd., Shuho Co., Ltd. and
4,992 shares held by e-Daten Inc. over which Mr. Kunihiko Sakioka may be
deemed to have shared voting and dispositive
power.
|
***
|
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
****
|
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
|
Page 7
of 20 Pages
|
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1
|
NAME OF
REPORTING
PERSONS
Koji
Amano
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
153
|
8
|
SHARED
VOTING POWER
16,785,100*
|
9
|
SOLE
DISPOSITIVE POWER
153
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774**
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%***
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*
|
Represents
shares held by Nissin Building Co., Ltd., over which Mr. Koji Amano
may be deemed to have shared voting and dispositive
power.
|
**
|
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
***
|
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
|
Page 8
of 20 Pages
|
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|
|
|
|
1
|
NAME OF
REPORTING
PERSONS
Susumu
Sakioka
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
998,484
|
8
|
SHARED
VOTING POWER
16,926,600*
|
9
|
SOLE
DISPOSITIVE POWER
998,484
|
10
|
SHARED
DISPOSITIVE POWER
16,926,600*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774**
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%***
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*
|
Includes
shares held by Nissin Building Co., Ltd. and 141,500 shares held by Big
Apple Co., Ltd. over which Mr. Susumu Sakioka may be deemed to have shared
voting and dispositive power.
|
**
|
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
***
|
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
|
Page 9
of 20 Pages
|
|
|
|
|
|
1
|
NAME OF
REPORTING
PERSONS
Eiji
Omori
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
194,272
|
8
|
SHARED
VOTING POWER
16,319,755*
|
9
|
SOLE
DISPOSITIVE POWER
194,272
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,136,774**
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%***
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*
|
Includes
shares held by Shuho Co., Ltd. and 4,992 shares held by e-Daten Inc. over
which Mr. Eiji Omori may be deemed to have shared dispositive
power.
|
**
|
Represents
the aggregate of 43,482,282 shares directly owned by the Reporting
Persons, 646,492 shares owned by their affiliates and 8,000 shares
issuable upon the exercise of the
Options.
|
***
|
Calculated
based on 245,902,350 outstanding shares of Common Stock, which excludes
8,750,000 shares that may be acquired pursuant to the Warrants, but
includes 8,000 shares that may be acquired upon exercise of the
Options.
|
CUSIP
No. 654655109
|
|
Page 10
of 20 Pages
|
Item
1.
|
Security
and Issuer.
|
This statement on Schedule 13D relates
to shares of common stock, with no par value (“Common Stock”) of NIS Group Co.,
Ltd., a joint stock company incorporated under the laws of Japan formerly named
Nissin Co., Ltd. (the “Company”). The Company’s principal executive
office is located at Shinjuku L Tower 25F, 6-1, Nishi Shinjuku 1-chome,
Shinjuku-ku, Tokyo 163-1525, Japan.
Item
2.
|
Identity
and Background.
|
This
statement is being filed jointly on behalf of Mr. Hideo Sakioka, Mr. Kunihiko
Sakioka, Mr. Akio Sakioka, Nissin Building Co., Ltd., a joint stock corporation
incorporated under the laws of Japan, Shuho Co., Ltd., a joint stock corporation
incorporated under the laws of Japan, Mr. Susumu Sakioka, Mr. Koji Amano and Mr.
Eiji Omori (collectively referred to herein as the “Reporting
Persons”).
The
principal business of Nissin Building Co., Ltd. is management, brokerage,
leasing and buying and selling of real estate. The principal office
and business address of Nissin Building Co., Ltd. is 7-6, Chifune-machi 5-chome,
Matsuyama-shi, Ehime 790-8584, Japan. Nissin Building Co., Ltd. has not, during
the last five years, been convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body.
The
principal business of Shuho Co., Ltd. is the management, brokerage, consulting,
leasing and buying and selling of real estate. The principal office
and business address of Shuho Co., Ltd. is 3-1 Nishi-Shinjuku 7-chome,
Shinjuku-ku, Tokyo 160-0023, Japan. Shuho Co., Ltd. has not, during
the last five years, been convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body.
Mr. Hideo
Sakioka is a Special Advisor of the Company and the President and Representative
Director of Nissin Building Co., Ltd. The Company is a non-bank
finance company that primarily provides credit to small and medium sized
enterprises, and also engages in real estate finance and investments, investment
banking, non-performing loan servicing and leasing services in
China. Mr. Sakioka is also a Director of Shuho Co., Ltd. and owns
57.6% of Shuho Co., Ltd. The Company’s address is set forth under
Item 1 above. Mr. Sakioka’s residence is located at 3-13,
Minami-machi 1-chome, Matsuyama-shi, Ehime 790-0856, Japan. Mr.
Sakioka has not, during the last five years, been convicted of a criminal
proceeding (excluding traffic violations or similar misdemeanors) and has not,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body. Mr. Sakioka is a Japanese citizen.
Mr.
Kunihiko Sakioka is Chairman, Representative Director of the Board, President
and Chief Executive Officer of the Company. Mr. Sakioka is also a
Chairman and Representative Director of Shuho Co., Ltd. and a Director of Nissin
Building Co., Ltd. Mr. Sakioka owns 16.7% of Nissin Building Co.,
Ltd. and 12.8% of Shuho Co., Ltd. Mr. Sakioka’s residence is located
at 13-12, Kinuta 4-chome, Setagaya-ku, Tokyo 157-0073, Japan. Mr.
Sakioka has not, during the last five years, been convicted of a criminal
proceeding (excluding traffic violations or similar misdemeanors) and has not,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body. Mr. Sakioka is a Japanese citizen.
CUSIP
No. 654655109
|
|
Page 11
of 20 Pages
|
Mr. Akio
Sakioka is a Statutory Auditor of the Company and a Representative Director of
Y.K. Gentiyo, a company engaged in the housing and real estate
business. The principal office and business address of Y.K. Gentiyo
is 14-2-3604, Sotokanda 4-chome, Chiyoda-ku, Tokyo 101-0021,
Japan. Mr. Sakioka’s residence is located at 14-2-3604, Sotokanda
4-chome, Chiyoda-ku, Tokyo 101-0021, Japan. Mr. Sakioka has not,
during the last five years, been convicted of a criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body. Mr. Sakioka is a Japanese citizen.
Mr.
Susumu Sakioka is a Director of Nissin Building Co., Ltd. and a President and
Representative Director of the Board of Big Apple Co., Ltd., a company engaged
in the bridal services business, and Avanzar Co., Ltd., a real estate brokerage
company. The principal office and business address of Big Apple Co.,
Ltd. is 7-6, Chifune-machi 5-chome, Matsuyama-shi, Ehime 790-8584, Japan, and
the principal office and business address of Avanzar Co., Ltd. is 7-6,
Chifune-machi 5-chome, Matsuyama-shi, Ehime 790-8584, Japan. Mr.
Sakioka owns 3.3% of Nissin Building Co., Ltd. Mr. Sakioka’s
residence is located at 4-1, Chifune-machi 4-chome, Matsuyama-shi, Ehime
790-8584, Japan. Mr. Sakioka has not, during the last five years,
been convicted of a criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body. Mr. Sakioka is a
Japanese citizen.
Mr. Koji
Amano is a Director of Nissin Building Co., Ltd. and President and
Representative Director of the Board of Tsukasa Co., Ltd., a financial services
company specializing in bill discounting, and the principal office and business
address of Tsukasa Co., Ltd. is 7-1, Katsuyama-cho 2-chome, Matsuyama-shi, Ehime
790-0878, Japan. Mr. Amano owns 1.7% of Nissin Building Co., Ltd. and
his residence is located at 5-5, Ishite 4-chome, Matsuyama-shi, Ehime 790-0852,
Japan. Mr. Amano has not, during the last five years, been convicted
of a criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not, during the last five years, been a party to a civil proceeding of a
judicial or administrative body. Mr. Amano is a Japanese
citizen.
Mr. Eiji
Omori is President and Representative Director of the Board of Shuho Co.,
Ltd. Mr. Omori’s residence is located at 14-16-1013, Ichikawa-minami
3-chome, Ichikawa-shi, Chiba 272-0033, Japan. Mr. Omori has not,
during the last five years, been convicted of a criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not, during the last five
years, been a party to civil proceeding of a judicial or administrative
body. Mr. Omori is a Japanese citizen.
Item
3.
|
Source
and Amount of Funds or Other
Considerations.
|
Pursuant
to, and subject to the terms and conditions contained in, the Shareholders
Agreement described in Item 6 below, the Reporting Persons may be deemed to have
acquired beneficial ownership of the Subject Shares (as defined below) by virtue
of the execution of the Shareholders Agreement by the Shareholders Agreement
Parties (as defined below). The Reporting Persons have not paid any
consideration to the TPG Parties (as defined below) in connection with the
execution and delivery of the Shareholders Agreement.
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Page 12
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Item
4.
|
Purpose
of Transaction.
|
The
Reporting Persons believe that on December 10, 2007, the Company and TPG Vision
Upper I, Ltd., a Cayman Islands limited liability company (“Vision”), entered
into an investment agreement, which was amended on February 11, 2008 and
February 18, 2008 (as amended, the “Investment Agreement”) pursuant to which the
Company agreed to issue certain shares of Common Stock and warrants to
Vision. The Reporting Persons believe that on February 18, 2008, the
Company and Vision entered into a warrant rights agreement (the “Warrant Rights
Agreement”), setting forth certain terms and conditions with respect to the
Warrants to be issued on consummation of the Investment
Agreement. The Reporting Persons further believe that Vision assigned
all of its rights and obligations under the Investment Agreement and the Warrant
Rights Agreement to TPG Izumi AIV 1, L.P., a Delaware Limited Partnership (“AIV
1”), TPG AIV 6, L.P., a Delaware Limited Partnership (“AIV 6”) and TPG Izumi,
L.P., a Delaware Limited Partnership (“Izumi”, and collectively with AIV 1 and
AIV 6, the “TPG Subscribers”) on February 19, 2008, and on February 20, 2008,
pursuant to the Investment Agreement, and subject to the terms and conditions of
the Warrant Rights Agreement, the TPG Subscribers subscribed to 100,000,000
newly issued shares of Common Stock and the warrants to acquire 8,750,000
additional shares of Common Stock (the “Warrants”).
The
Reporting Persons believe that the transactions contemplated by the Investment
Agreement and the Warrant Rights Agreement were approved by the shareholders of
the Company on February 18, 2008 and closed on February 20, 2008. The
Reporting Persons believe that it was a condition to the closing of the
transactions contemplated by the Investment Agreement and the Warrant Rights
Agreement that the Shareholders Agreement Parties (as defined below) enter into
the Shareholders Agreement.
The
“Shareholder Agreement Parties” consist of Mr. Hideo Sakioka, Mr. Kunihiko
Sakioka, Mr. Akio Sakioka, Nissin Building Co., Ltd., Shuho Co., Ltd.,
(collectively, the “Management Shareholders”) and the TPG Subscribers who are
parties to the Shareholders Agreement dated February 20, 2008.
The
Shareholders Agreement Parties have the ability to elect the board of directors
and thereby control the management and affairs of the Company. The
Shareholders Agreement Parties will also be able to determine the outcome of all
matters requiring shareholder approval (other than those requiring a
super-majority vote) and will be able to cause or prevent a change of control of
the Company or a change in the composition of the board of directors and could
preclude any unsolicited acquisition of the Company.
Other
than as described above, the Reporting Persons report that they do not currently
have any plans or proposals that relates to, or may result in, any of the
matters listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D,
although the Reporting Persons reserve the right to develop such plans in the
future.
Item
5.
|
Interest
in Securities of the Issuer.
|
(a) and
(b). The aggregate number
of shares of Common Stock beneficially owned by each Reporting Person is
44,136,774, including 8,000 shares issuable upon the exercise of the share
acquisition rights, exercisable from August 1, 2005 until July 31, 2008, at
1,160 yen per share, held by Mr. Kunihiko Sakioka (the
“Options”). This represents 17.9 % of the outstanding shares of
common stock, calculated on the basis of 245,902,350 outstanding shares of
Common Stock, including 8,000 shares issuable upon the exercise of the
Options.
CUSIP
No. 654655109
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Page 13
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By virtue
of the Shareholders Agreement under which the Shareholders Agreement Parties
have agreed to cooperate in connection with the voting of the Common Stock, the
Reporting Persons may be deemed to be a “group” (within the meaning of Section
13(d)(3) of the Act) with the TPG Parties (as defined below) for purposes of the
Act, although the Reporting Persons do not affirm that such a group has been
formed.
The "TPG
Parties" consist of TPG Asia Advisors V, Inc., a Cayman Islands corporation
("Advisors V"), Tarrant Capital Advisors, Inc., a Delaware corporation (“Tarrant
Capital Advisors”), David Bonderman, a United States citizen, and James G.
Coulter, a United States citizen. Information regarding the TPG
Parties and their affiliates below is based solely on information provided to
the Reporting Persons by the TPG Parties.
Advisors
V is the general partner of TPG Asia GenPar V, L.P., a Cayman Islands limited
partnership, which is the general partner of each of AIV 1 and TPG Izumi AIV 3,
L.P., a Delaware limited partnership (“AIV 3”). Tarrant Capital Advisors
is the sole shareholder of Tarrant Advisors, Inc., a Texas corporation, which is
the sole shareholder of Newbridge Asia Advisors IV, Inc., a Cayman Islands
corporation, which is the general partner of Newbridge Asia GenPar IV, L.P., a
Cayman Islands exempted limited partnership, which is the general partner of
each of TPG Izumi AIV 4, L.P., a Delaware limited partnership (“AIV 4”) and AIV
6.
AIV 3 and
AIV 4 are the sole shareholders of TPG Nimitz Luxembourg S.à.r.l., a Luxembourg
société à responsabilité limitée, which is the sole shareholder of TPG Nimitz
Ireland, Ltd., an Irish limited company (“TPG Ireland”), which is a general
partner in TPG Izumi Investment Partners, a Nevada
Partnership. Because of its majority partnership interest in TPG
Izumi Investment Partners, TPG Ireland is able to direct the actions of Izumi
with respect to the shares of Common Stock held by Izumi.
Through
its affiliation with AIV 1, Advisors V may be considered to be the beneficial
owner of the Common Stock and Warrants directly owned by AIV
1. Through its affiliation with AIV 6, Tarrant Capital Advisors may
be considered to be the beneficial owner of the Common Stock and Warrants
directly owned by AIV 6. Through their affiliation with Izumi, both
Advisors V and Tarrant Capital Advisors may be considered to be the beneficial
owners of the Common Stock and Warrants directly owned by Izumi. As
such, Advisors V may be considered to be the beneficial owner of the Common
Stock and Warrants directly owned by AIV 1 and Izumi and Tarrant Capital
Advisors may be considered to be the beneficial owner of the Common Stock and
Warrants owned by AIV 6 and Izumi. Messrs. Bonderman and Coulter are
directors, officers and sole shareholders of Advisors V and Tarrant Capital
Advisors and, as such, they may be deemed to be the beneficial owners of
the Common Stock and Warrants held in the aggregate by AIV 1, AIV 6, and
Izumi.
As a
result of the execution and delivery of the Shareholders Agreement, the
Management Shareholders may be deemed to have acquired shared voting power over
an aggregate of 152,886,774 shares of Common Stock, including the 100,000,000
shares of Common Stock held by the TPG Subscribers, 8,750,000 shares of Common
Stock that may be acquired pursuant to the exercise of the Warrants held by the
TPG Subscribers, Common Stock held by the Management Shareholders and 8,000
shares of Common Stock that may be acquired pursuant to the exercise of the
Options (the "Subject Shares"). As a result of the execution and
delivery of the Shareholders Agreement, the TPG Parties may be deemed to have
acquired shared voting power over the Subject Shares, which represent
approximately 59.3% of the outstanding shares of Common Stock.
CUSIP
No. 654655109
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Page 14
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As of the
date hereof, the Reporting Persons have the interests in the Common Stock set
forth in Items 7, 8, 9 and 10 of the relevant cover pages of this
statement.
(c) None
of the Reporting Persons has engaged in any transaction involving Common Stock
during the 60 days prior to the date of this statement.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Shareholders
Agreement
On
February 20, 2008, the Management Shareholders and the TPG Subscribers entered
into the Shareholders Agreement in connection with the Shareholders Agreement
Parties’ control of the Company. A copy of the Shareholders Agreement
is included as Exhibit 1 to this statement. The Shareholders
Agreement Parties control approximately 59.3% of the voting power of the
outstanding shares of capital stock of the Company (assuming the exercise of all
the Warrants). The provisions of the Shareholders Agreement apply to
any shares of Common Stock owned by the Shareholders Agreement Parties,
including shares of Common Stock acquired after the date of the Shareholders
Agreement.
The
Shareholders Agreement Parties have agreed to use their best efforts to
effectuate, or cause to be effectuated, to the extent permissible under the
Company’s articles of incorporation and applicable law, the provisions set forth
in the Shareholders Agreement whether in their capacity as a stockholder,
director, member of a board committee or officers of the Company or
otherwise.
Nomination
Rights
TPG
Subscribers holding a majority of the voting power of all shares of Common Stock
held by the TPG Subscribers will be entitled to nominate at least a majority of
the directors of the Company (the “TPG Nominees”), at least one of whom shall be
a representative director of the Company. The Management Shareholders
and their affiliates will be entitled to nominate the remaining directors of the
Company.
If at any
time the TPG Nominees do not constitute a majority of the board, board vacancies
shall be filled and, if necessary, directors shall be removed and replaced, such
that TPG Nominees constitute a majority of the board. If any nominee
ceases to serve as a director of the Company for any reason during his term, a
nominee for the vacancy resulting therefrom will be designated by whichever
party nominated such nominee.
CUSIP
No. 654655109
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Page 15
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If at any
time TPG Subscribers holding a majority of the voting power of all shares of
Common Stock held by the TPG Subscribers notify the other parties to the
Shareholders Agreement in writing of their desire to have removed from the
board, with or without cause, any nominee that was nominated by such party, such
nominee shall be removed from the board.
Voting
Arrangement
If TPG
Subscribers holding a majority of the voting power of all shares of Common Stock
held by the TPG Subscribers inform the Management Parties of their intent to
vote against taking any of the following actions, the Management Shareholders
have agreed that they and their affiliates will also vote against the taking of
such action. If the Management Shareholders inform TPG Subscribers of
their intent to vote against taking any of the following actions, TPG
Subscribers have also agreed that they will vote against the taking of such
action.
-
|
Revisions
to the articles of incorporation of the Company affecting the rights of
the warrants.
|
|
|
-
|
Changes
to the capital structure of the Company, including, without limitation,
any of the following:
|
|
|
|
-
|
filing
for bankruptcy, liquidation or similar restructuring;
|
|
|
|
|
-
|
issuance
of any securities by the Company, including warrants, options and any
instrument that is convertible into, or exchangeable for, securities of
the company.
|
|
|
|
|
-
|
mergers
or acquisitions involving the Company;
|
|
|
|
|
-
|
substantial
disposal of assets by the Company;
|
|
|
|
|
-
|
related
party transactions involving the Company; and
|
|
|
|
|
-
|
decisions
regarding dividend policy.
|
Termination
The
Shareholders Agreement will terminate upon the earlier to occur of (i) seven
years from the date of the Shareholders Agreement and (ii) the date upon which
the TPG Subscribers hold less than 20% of the capital stock of the Company on a
fully diluted basis.
This
description of the Shareholders Agreement does not purport to be complete and is
qualified in its entirety by the terms and conditions of the Shareholders
Agreement, which is filed as Exhibit 1 to this statement and is incorporated by
reference herein.
Certain
Relationships Among the Reporting Persons
Mr. Kunihiko
Sakioka is Chairman, Representative Director of the Board, President and Chief
Executive Officer of the Company. Mr. Sakioka has sole voting
power and sole dispositive power with respect to the number of shares of the
Company reported under Item 5 above. In addition, he owns 16.7% of
Nissin Building Co., Ltd., and owns 12.8% of Shuho Co., Ltd. He is
also a Representative Director of Shuho Co., Ltd. and a Director of Nissin
Building Co., Ltd. Mr. Sakioka may be deemed to have shared voting power
and shared dispositive power with respect to the shares of the Company owned by
Nissin Building Co., Ltd., Shuho Co., Ltd. and e-Daten Inc., a wholly owned
subsidiary of Shuho Co., Ltd., as reported under Item 5 above.
CUSIP
No. 654655109
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Page 16
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Nissin
Building Co., Ltd. and Shuho Co., Ltd. are shareholders of the Company, with
voting power and dispositive power with respect to the shares of the Company as
reported under Item 5 above. Shuho Co., Ltd. owns 100% of e-Daten
Inc., which owns 4,992 shares of the Company. Shuho Co., Ltd. has
shared voting power and shared dispositive power with respect to the shares of
the Company owned by e-Daten Inc.
Mr. Hideo
Sakioka is a Special Advisor of the Company and a Director of Nissin Building
Co., Ltd. He is also a Director of Shuho Co., Ltd. and owns
57.6%
of Shuho
Co., Ltd. He is the father of Kunihiko
Sakioka. Mr. Sakioka has sole voting power and sole dispositive
power with respect to the number of shares of the Company reported on under Item
5 above. He also may be deemed to have shared voting power and shared
dispositive power with respect to the shares of the Company owned by Nissin
Building Co., Ltd., Shuho Co., Ltd. and e-Daten Inc., a wholly owned subsidiary
of Shuho Co., Ltd., as reported under Item 5 above.
Mr. Akio
Sakioka is a Statutory Auditor of the Company. Mr. Sakioka owns 51.7%
of Y.K. Gentiyo, which owns 500,000 shares of the Company. Mr.
Sakioka has shared voting power and shared dispositive power with respect to the
shares of the Company owned by Y.K. Gentiyo.
Mr.
Susumu Sakioka is a Director of Nissin Building Co., Ltd. and a President and
Representative Director of the Board of Big Apple Co., Ltd. and Avanzar Co.,
Ltd. Mr. Sakioka owns 3.3% of Nissin Building Co., Ltd. He
also may be deemed to have shared voting power and shared dispositive power with
respect to the shares of the Company owned by Nissin Building Co., Ltd. and Big
Apple Co., Ltd., which owns 141,500 shares of the Company, as reported under
Item 5 above.
Mr. Koji
Amano is a Director of Nissin Building Co., Ltd. and President and
Representative Director of the Board of Tsukasa Co., Ltd. Mr. Amano
owns 1.7% of Nissin Building Co., Ltd. He also may be deemed to have
shared voting power and shared dispositive power with respect to the shares of
the Company owned by Nissin Building Co., Ltd., as reported under Item 5
above.
Mr. Eiji
Omori is President and Representative Director of the Board of Shuho Co.,
Ltd. He may also be deemed to have shared voting power and shared
dispositive power with respect to the shares of the Company owned by Shuho Co.,
Ltd. and e-Daten Inc., a wholly owned subsidiary of Shuho Co., Ltd. as reported
under Item 5 above.
Joint
Filing Agreement
The
Reporting Persons have entered into a Joint Filing Agreement, attached as
Exhibit 2 hereto, as required by Rule 13d-1(k) under the Act.
By filing
this statement as a joint filing in accordance with Rule 13d-1(k) under the
Act, the Reporting Persons are not affirming the existence of a group. In
addition, this statement shall not be construed as an admission that any of the
Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this statement as to which such
Reporting Person may be deemed to have shared voting power or shared dispositive
power as described under Item 5 above.
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Page 17
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Item
7.
|
Materials
to be Filed as Exhibits.
|
Exhibit
No.
|
Description
|
1
|
Shareholders
Agreement dated February 20, 2008 by and among the Reporting Persons and
the TPG Subscribers.
|
2
|
Joint
Filing Agreement pursuant to Rule 13d-1(k).
|
3
|
Power
of Attorney
|
|
|
CUSIP
No. 654655109
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Page 18
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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.
March
3, 2008
|
NISSIN
BUILDING CO., LTD.
|
|
|
|
|
|
|
|
|
/s/ Hideo
Sakioka
|
|
|
Name: Hideo
Sakioka
|
|
|
Title: President
and Representative Director
|
|
|
|
|
|
SHUHO
CO., LTD.
|
|
|
|
|
|
|
|
|
/s/
Eiji Omori
|
|
|
Name: Eiji
Omori
|
|
|
Title: President
and Representative Director
|
|
|
|
|
|
|
|
|
KUNIHIKO
SAKIOKA
|
|
|
|
|
|
|
|
|
/s/
Kunihiko Sakioka
|
|
|
|
|
|
|
|
|
AKIO
SAKIOKA
|
|
|
|
|
|
|
|
|
/s/
Akio Sakioka
|
|
|
|
|
|
|
|
|
HIDEO
SAKIOKA
|
|
|
|
|
|
|
|
|
/s/
Hideo Sakioka
|
|
|
|
|
|
|
|
|
KOJI
AMANO
|
|
|
|
|
|
|
|
|
/s/
Koji Amano
|
|
CUSIP
No. 654655109
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Page 19
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|
SUSUMU
SAKIOKA
|
|
|
|
|
|
|
|
|
/s/
Susumu Sakioka
|
|
|
|
|
|
|
|
|
EIJI
OMORI
|
|
|
|
|
|
|
|
|
/s/
Eiji Omori
|
|
CUSIP
No. 654655109
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Page 20
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EXHIBIT
INDEX
Exhibit
No.
|
Description
|
|
|
1
|
Shareholders
Agreement dated February 20, 2008 by and among the Reporting Persons and
the TPG Subscribers.
|
|
|
2
|
Joint
Filing Agreement pursuant to Rule 13d-1(k).
|
|
|
3
|
Power
of Attorney
|
|
|