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
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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
