SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
NBCI Automatic Common Exchange Security Trust
(Name of Issuer)
$5.90 Trust Automatic Common Exchange Securities
(Title of Class of Securities)
62873C206
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut 06836-2571, Tel:
(203) 862-8000 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 5, 2000
(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(e), 13d-1(f) or 13d-1(g), check the following box
[X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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.
The information required on 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 11)
<PAGE>
SCHEDULE 13D
Page 11 of 11
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma International L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
147,500
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
147,500
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
147,500
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
147,500
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
147,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7. SOLE VOTING POWER
147,500
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
147,500
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
147,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
15. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicholas M. Maounis
16. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
17. SEC USE ONLY
18. SOURCE OF FUNDS*
OO
19. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
20. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
21. SOLE VOTING POWER
147,500
22. SHARED VOTING POWER
0
23. SOLE DISPOSITIVE POWER
147,500
24. SHARED DISPOSITIVE POWER
0
25. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
147,500
26. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
27. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
28. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the $5.90 Trust Automatic Common Exchange
Securities ("Trust Common Exchange Stock") of NBCI Automatic Common Exchange
Security Trust (the "Issuer"). The Issuer's principal executive office is
located c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.
ITEM 2. Identity and Background
(a)-(c) and (f) The names of the persons filing this statement on
Schedule 13D (the "Reporting Persons") are:
- Paloma International L.P., a Delaware limited partnership ("Paloma
International"). Paloma International holds the shares of Trust Common
Exchange Stock beneficially owned by it through its subsidiary, Sunrise
Partners L.L.C. a Delaware limited liability company ("Sunrise").
Latitude L.L.C., a Delaware limited liability company ("Latitude"),
is the general partner of Paloma International.
- Amaranth L.L.C., a Delaware limited liability company ("Amaranth").
The managing member of Amaranth is Amaranth Advisors, L.L.C.("Amaranth
Advisors"), a Delaware limited liability company. Amaranth holds the shares of
Trust Common Exchange Stock beneficially owned by it.
- S. Donald Sussman, an individual and a citizen of the United States
("Sussman"). Sussman may be deemed to beneficially own the shares of Trust
Common Exchange Stock held by Paloma International as a result of being a
managing member of Latitude. Sussman expressly disclaims equitable ownership of
and pecuniary interest in any Trust Common Exchange Stock.
- Nicholas M. Maounis, an individual and a citizen of the United States
("Maounis"). Maounis may be deemed to beneficially own the shares of Trust
Common Exchange Stock held by Amaranth as a result of being the managing member
of Amaranth Advisors. Maounis expressly disclaims equitable ownership of and
pecuniary interest in any Trust Common Exchange Stock.
Paloma International, Latitude, Sussman, Amaranth, Amaranth Advisors
and Maounis.
The business addresses of Paloma International, Latitude, Sussman,
Amaranth, Amaranth Advisors, and Maounis are 2 American Lane, Greenwich,
Connecticut 06836-2571.
The principal business of Paloma International is that of a private
investment company engaged in the purchase and sale of securities for its own
account.
The principal business of Latitude is serving as the general partner of
Paloma International.
Sussman's principal occupation is serving as a managing member of
Latitude and being an investment adviser.
The principal business of Amaranth is that of a private investment
company engaged in the purchase and sale of securities for its own account.
The principal business of Amaranth Advisors is serving as the managing
member of Amaranth.
Maounis's principal occupation is serving as the managing member of
Amaranth Advisors.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws, except that on September 2, 1997, the
Securities and Exchange Commission simultaneously instituted and settled an
administrative proceeding involving Sussman. The Order made the following
findings, which Sussman neither admitted nor denied. Sussman failed to disclose
(i) a potential conflict of interest in a real estate transaction, and (ii) the
modest effect on a fund's performance of the deferred payment of certain
expenses. The Order requires Sussman to cease and desist from future violations
of Section 206(2) of the Investment Advisers Act of 1940 and imposes a civil
penalty of $40,000.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used by Paloma International in making
its purchases of the shares of Trust Common Exchange Stock beneficially owned by
the Reporting Persons are:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $2,162,508
The source and amount of funds used by Amaranth in making its purchases
of the shares of Trust Common Exchange Stock beneficially owned by the Reporting
Persons are:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $2,229,776
ITEM 4. Purpose of Transaction.
Paloma International (through its subsidiary, Sunrise) and Amaranth
acquired the Trust Common Exchange Stock beneficially owned by them in the
ordinary course of purchasing and selling securities for their own respective
accounts. Latitude acted as general partner of Paloma International in making
the purchases of the Trust Common Exchange Stock beneficially owned by Paloma
International. Amaranth Advisors acted as managing member to Amaranth in making
the purchases of the Trust Common Exchange Stock beneficially owned by it.
Sussman and Maounis each expressly disclaims equitable ownership of and
pecuniary interest in any Trust Common Exchange Stock.
Depending upon market conditions and other factors that it may deem
material, each of the Reporting Persons may purchase additional shares of Trust
Common Exchange Stock or related securities or may dispose of all or a portion
of the Trust Common Exchange Stock or related securities that it now
beneficially owns or may hereafter acquire.
Except as set forth herein, none of the Reporting Persons has any plans
or proposals which relate to or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an aggregate of 295,000
shares of Trust Common Exchange Stock held outright (23.6% of the aggregate
Trust Common Exchange Stock outstanding).
(b) Each of the Reporting Persons has the sole power to vote or direct
the vote of, and to dispose or direct the disposition of, the shares of Trust
Common Exchange Stock beneficially owned by it.
<PAGE>
(c) The following transactions were effected by Paloma
International during the past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
---- -------- ------------- ------------------
11/14/00 Trust 50,000 $16.000
Common
Exchange
Stock
12/5/00 Trust 97,500 $13.889
Common
Exchange
Stock
The above transactions were effected by Paloma International on the
New York Stock Exchange
The following transaction was effected by Amaranth during the past
sixty (60) days:
Approx. Price
Per Share
Amount of Shs. excl. of
Date Security Bought (Sold) commissions)
---- -------- ------------- ------------
12/5/00 Trust 82,500 $13.889
Common
Exchange
Stock
The above transaction was effected by Amaranth on the New York Stock
Exchange.
No other transactions with respect to the Trust Common Exchange Stock
that are required to be reported on Schedule 13D were effected by the Reporting
Persons during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Not applicable.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated: December 18, 2000
PALOMA INTERNATIONAL L.P.
By: Latitude L.L.C.,
as General Partner
By: /s/ Michael J. Berner
----------------------
Michael J. Berner
Vice President
/s/ S. Donald Sussman
-----------------------------------------------------
S. Donald Sussman
AMARANTH L.L.C.
By: Amaranth Advisors, L.L.C.,
as Managing Member
By: /s/ Michael J. Berner
----------------------
Michael J. Berner
Vice President
/s/ Nicholas M. Maounis
-----------------------------------------------------
Nicholas M. Maounis
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Trust Common Exchange Stock of NBCI Automatic Common Exchange
Security Trust dated December 18, 2000, is, and any further amendments thereto
signed by each of the undersigned shall be, filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended.
Dated: December 18, 2000
PALOMA INTERNATIONAL L.P.
By: Latitude L.L.C.,
as General Partner
By: /s/ Michael J. Berner
----------------------
Michael J. Berner
Vice President
/s/ S. Donald Sussman
-----------------------------------------------------
S. Donald Sussman
AMARANTH L.L.C.
By: Amaranth Advisors, L.L.C.,
as Managing Member
By: /s/ Michael J. Berner
----------------------
Michael J. Berner
Vice President
/s/ Nicholas M. Maounis
-----------------------------------------------------
Nicholas M. Maounis
