UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. Two)*
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)
June 27, 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.
On June 27, 1997, Ligapart transmitted to Nu-kote a letter requesting on
behalf of Pelikan Holding AG that Nu-kote (1) include Mr. Loo Hooi Keat
("Mr. Loo") among the nominees for the members of the Board of Directors of
Nu-kote, (2) cause Mr. Loo to be nominated to be a member of the Board of
Directors of Nu-kote International, Inc. and (3) vote its shares in Nu-kote
International, Inc. in favor of Mr. Loo as a director of Nu-kote
International, Inc. Mr. Loo is a director of Pelikan Holding AG. A copy of
that letter is attached as Exhibit A to this Amendment No. 2. Also by letter
dated June 27, 1997, Mr. David F. Brigante, Chairman and CEO of Nu-kote,
stated to Ligapart that Nu-kote will include Mr. Loo as a director nominee in
Nu-kote's Proxy Statement for its Annual Meeting of Stockholders to be held in
August, 1997.
Ligapart has had preliminary discussions with Mr. Loo, whom Ligapart
believes is an affiliate of Goodace SDN BhD, a company organized under the
laws of Malaysia ("Goodace"), concerning a potential interest in selling to
Goodace some of the Nu-kote Stock presently held by Ligapart, but such
discussions did not result in any agreement concerning such a sale.
Ligapart will continue to consider all of its options with respect to the
Nu-kote Stock based on the performance and prospects of Nu-kote, market
considerations, and other investment criteria.
Item 5. Interest in Securities of the Issuer.
Ligapart owns beneficially and of record, and has sole power to
vote and to dispose, or direct the disposition of, 4,600,000 shares of Class
A Common Stock of Nu-kote, constituting 21.12% of the number of such shares
outstanding on February 10, 1997 as reported by Nu-kote in its Quarterly
Report on Form 10Q for the quarter ended December 27, 1996 filed by
Nu-kote with the Securities and Exchange Commission on February 10, 1997.
Metro Holding, as the owner of 100% of the stock of Ligapart,
beneficially owns the Nu-kote Stock that Ligapart acquired.
Except for the transactions reported on the Schedule 13D amended
hereby, neither Metro Holding nor Ligapart has at any time engaged in any
transactions in Class A Common Stock of Nu-kote.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Pursuant to a Registration Rights Agreement executed at the
Closing pursuant to the Purchase Agreement, the holders of all (but not
less than all) of the Nu-kote Stock may at any time after the six-month
anniversary of the Closing require Nu-kote to use commercially reasonable
efforts to register under the Securities Act all or part of the Nu-kote
Stock owned by such holders (the "Demand Registration") pursuant to a
registration statement covering only Nu-kote Stock. The Registration
Rights Agreement provides for only one Demand Registration. In addition,
if Nu-kote at any time after the six-month anniversary of the Closing
proposes to register under the Securities Act any of its equity securities
for sale to the public, Nu-kote must, at the request of the holders of all
(but not less than all) of the Nu-kote Stock, include such Nu-kote Stock in
the proposed registration (the "Piggy-Back Request"). Such holders of the
Nu-kote Stock may make only one Piggy-Back Request and Nu-kote will not be
obligated to effect the request under certain circumstances.
Nu-kote has entered into a Rights Agreement, with Chemical
Bank, as Rights Agent, under which acquisition by any person or affiliated
or associated group of persons (an "Acquiring Person") of 15% or more of
Nu-kote's outstanding Class A Common Stock without the consent of Nu-kote's
board of directors would expose an Acquiring Person to a risk of
significant dilution of its holdings of Nu-kote Class A Common Stock. In
connection with the execution of the Purchase Agreement, Nu-kote executed
an amendment to the Rights Agreement, between Nu-kote and Chemical Bank as
Rights Agent, pursuant to which the acquisition by Pelikan or any of its
Subsidiaries, Affiliates or Associates (including Ligapart and Metro
Holding) of any of the Nu-kote Stock will not (i) cause any person to
become or to be deemed to be an Acquiring Person or (ii) cause the
"Distribution Date" or "Shares Acquisition Date" (as such terms are defined
in the Rights Agreement) to occur. The amendment to the Rights Agreement
expressly provide, however, that the Nu-kote Stock will be included for
purposes of any calculation of beneficial ownership under the Rights
Agreement in the even that Pelikan or any of its Affiliates or Associates
acquires any other shares, of the right to acquire or vote any other shares
of Class A Common Stock of Nu-kote.
Item 7. Material to be Filed As Exhibits.
Letter from E. Conradi and H.-D. Cleven (Ligapart AG) to
David Brigante (Nu-kote Holding, Inc.), dated June 27, 1997
Schedule 13D, filed on March 6, 1995
Schedule 13D, Amendment One, filed on September 20, 1995
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 4, 1997 METRO HOLDING AG
Dated: By: /s/ Erwin Conradi
Erwin Conradi, Director
By: /s/ Hans-Dieter Cleven
Hans-Dieter Cleven, Director
July 4, 1997 LIGAPART AG
Dated: By: /s/ Erwin Conradi
Erwin Conradi, Director
By: /s/ Hans-Dieter Cleven
Hans-Dieter Cleven, Director
Index to Exhibits
Exhibit 99.1 Letter from E. Conradi and H.-D. Cleven (Ligapart AG) to
David Brigante (Nu-kote Holding, Inc.) dated June 27, 1997
Exhibit 99.2 Schedule 13D, filed on March 6, 1995
Exhibit 99.3 Schedule 13D, Amendment One, filed on September 20, 1995
Exhibit 99.1 Letter from E. Conradi and H.-D. Cleven (Ligapart AG) to
David Brigante (Nu-kote Holding, Inc.) dated June 27, 1997
LIGAPART AG Neuhofstrasse 4
Postfach 400
CH-6341 Baar
- - ----------------------------------------------------------------------
FAX: +1 (214) 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 27.06.1997
Dear Mr. Brigante:
Ligapart AG (the holder of all of the Nu-kote Shares that Pelikan Holding AG
and its affiliates acquired from Nu-kote in connection with the sale of the
Pelikan Hardcopy Business to Nu-kote) has selected Mr. Loo Hooi Keat, a
director of Pelikan Holding AG, to propose as a member of the Boards of
Directors of Nu-kote Holding, Inc. and Nu-kote International, Inc.
Accordingly, pursuant to section 4.2.7 of the Asset and Stock Purchase
Agreement between Nu-kote Holding, Inc. and Pelikan Holding AG dated as of
November 15, 1994, as amended, Ligapart AG hereby requests that Nu-kote
Holding, Inc. (1) include Mr. Loo among the nominees for the members of the
Board of Directors of Nu-kote Holding, Inc., (2) cause Mr. Loo to be nominated
to be a member of the Board of Directors of Nu-kote International, Inc. and
(3) vote its shares in Nu-kote International, Inc. in favour of Mr. Loo as a
director of Nu-kote International, Inc.
Ligapart AG makes this request for and on behalf of Pelikan Holding AG
pursuant to the irrevocable power of attorney granted when Ligapart acquired
the Nu-kote Shares from Pelikan Holding AG. Mr. Benno Zehnder, a director of
Pelikan Holding AG, will separately send to you a letter confirming that this
request was so authorized by Pelikan Holding AG.
We look forward to receiving Nu-kote's favourable response to this request
at your earliest convenience.
Yours sincerely,
LIGAPART AG
/s/ E. Conradi /s/H.-D. Cleven
E. Conradi H.-D. Cleven
Chairman Vice-Chairman
cc: Pelikan Holding AG, Attn. Mr. Benno Zehnder
Exhibit 99.2 Schedule 13D, filed on March 6, 1995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nu-kote Holding, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
669935108
(CUSIP Number)
Wilson P. Funkhouser
Levin & Funkhouser, Ltd.
Suite 2410
Xerox Centre
55 West Monroe St.
Chicago, Illinois 60603-5008
Telephone(312)-701-6800, Facsimile(312)641-2640
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 1995
(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 [X]. (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
2) Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
3) SEC Use Only:
4) Source of Funds: AF,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: SWITZERLAND
Number of (7) Sole Voting Power:
Shares
Beneficially (8) Shared Voting Power: 2,300,000
Owned by
Each (9) Sole Dispositive Power:
Reporting
Person With (10) Shared Dispositive Power: 2,300,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,300,000
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 21.5%
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
2) Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
3) SEC Use Only:
4) Source of Funds: AF,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: SWITZERLAND
Number of (7) Sole Voting Power:
Shares
Beneficially (8) Shared Voting Power: 2,300,000
Owned by
Each (9) Sole Dispositive Power:
Reporting
Person With (10) Shared Dispositive Power: 2,300,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,300,000
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 21.5%
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:
PELIKAN HOLDING AG
2) Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
3) SEC Use Only:
4) Source of Funds: AF,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: SWITZERLAND
Number of (7) Sole Voting Power:
Shares
Beneficially (8) Shared Voting Power: 2,300,000
Owned by
Each (9) Sole Dispositive Power:
Reporting
Person With (10) Shared Dispositive Power: 2,300,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,300,000
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 21.5%
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:
PELIKAN Gmbh
2) Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
3) SEC Use Only:
4) Source of Funds: AF,WC,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: SWITZERLAND
Number of (7) Sole Voting Power:
Shares
Beneficially (8) Shared Voting Power: 732,333
Owned by
Each (9) Sole Dispositive Power:
Reporting
Person With (10) Shared Dispositive Power: 732,333
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
732,333
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 6.9%
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:
PELIKAN, INC.
2) Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
3) SEC Use Only:
4) Source of Funds: AF,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: TENNESSEE
Number of (7) Sole Voting Power:
Shares
Beneficially (8) Shared Voting Power: 737,500
Owned by
Each (9) Sole Dispositive Power:
Reporting
Person With (10) Shared Dispositive Power: 737,500
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
737,500
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 6.9%
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, (ii) purchasing of consumer
goods for sale to and distribution by
affiliates and others and (iii) manufacture
and distribution of writing instruments,
school, office and artists supplies, and
computer accessories
2. Name: Pelikan Holding AG,
a corporation organized under the laws of the
canton of Zug, Switzerland ("Pelikan")
Address Industriestrasse 24
CH-6340 Zug, SWITZERLAND
Principal Business Manufacture and distribution of writing
instruments, school, office and artists
supplies, and computer accessories
3. 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
4. Name: Pelikan GmbH
Address Neuhofstrasse 4
CH-6304 BAAR/Zug, SWITZERLAND
Principal Business: Distribution of writing instruments and school,
office and artists supplies
5. Name Pelikan, Inc.
Address: P.O. Box 3000
200 Beasley Drive
Franklin, Tennessee 37065-3000
Principal Business: Distribution of writing instruments and school,
office and artists supplies
Item 3: Source and Amount of Funds or Other Consideration
Pelikan, Ligapart and Metro Holding acquired beneficial ownership
of the 2,300,000 shares of Class A Common Stock of Nu-kote (the "Nu-kote
Stock") in connection with the Closing of the sale to Nu-kote of the "Hardcopy
Business" (developing, manufacturing, procuring, marketing and selling ribbons
and other elements and devices for typewriters and dot matrix printers and
other impact products and toners for laser printers and copiers, cartridges
for ink jet printers and all other consumables and supplies for all impact and
non-impact printing and copying devices) of Pelikan pursuant to the Asset and
Stock Purchase Agreement dated as of November 15, 1994, as amended, between
Pelikan and Nu-kote (the "Purchase Agreement"). The Hardcopy Business of
Pelikan comprised (i) substantially all of the assets relating to the
Hardcopy Business of Pelikan, Inc., a Tennessee corporation ("Pelikan, Inc."),
(ii) all of the issued and outstanding shares of Pelikan Produktions AG, a
Swiss corporation ("Produktions"), (iii) all of the issued and outstanding
shares of Pelikan Scotland Ltd., a limited liability company organized under
the laws at Scotland ("Pelikan Scotland"), (iv) all of the registered share
capital of Greif-Werke GmbH, a German limited liability company ("Greif" and
together with Produktions and Pelikan Scotland, the "Acquired Companies") and
(v) certain other assets of Pelikan's sales and distribution companies
located throughout Europe which Pelikan transferred to the Acquired Companies
or to subsidiaries of the Acquired Companies before the Closing. In
connection with the Acquisition, Nu-kote and Pelikan entered into a trademark
license agreement granting to Nu-kote the right, during a 50-year term, to use
in connection with the Hardcopy Business and to sublicense its subsidiaries
and certain others to so use, the "PELIKAN" trademarks for which registrations
are owned by certain subsidiaries of Pelikan.
The purchase price for the Hardcopy Business of Pelikan (the
"Purchase Price") consisted of (i) the Nu-kote Stock, (ii) $18,617,732 paid by
Nu-kote to Pelikan, Inc. in cash in respect of the aggregate amount of
Hardcopy Debt of Pelikan, Inc., and (iii) the assumption by a subsidiary of
Nu-kote of certain liabilities at Pelikan, Inc. (the "Assumed U.S.
Liabilities"). In addition the outstanding indebtedness of the Acquired
Companies for borrowed money was refinanced by Nu-kote at the Closing. Such
borrowed money was owed principally to Pelikan, which had borrowed such money
from Ligapart pursuant to unsecured short term loans at market interest rates.
In connection with the Closing pursuant to the Purchase Agreement,
Pelikan and Nu-kote agreed to value the shares of Nu-kote stock at $24 per
share and allocate it as consideration for assets acquired by Nu-kote at the
Closing pursuant to the Purchase Agreement as follows
Number
of Consideration for Shares and Recipient
Shares
portion of the Acquired U.S. Assets of
737,500 -- Pelikan, Inc. -- to Pelikan, Inc.
732,333 stock of Produktions -- to Pelikan GmbH
320,000 stock of Pelikan Scotland -- to Caribonum Limited
51,833 stock of Greif -- to Pelikan
Trademark License Agreement with Pelikan and certain of its
-- subsidiaries to Pelikan International
458,334 -- Handelsgesellschaft mbH & Co. KG
2,300,000 Hardcopy Division Stock and Assets With Agreed
-- Value of $55,200,000
Promptly after the Closing pursuant to the Purchase Agreement,
Pelikan acquired the Nu-kote Stock to which its wholly-owned subsidiaries
became entitled in connection with the Closing under the Purchase Agreement
for $24 per share (i) from Pelikan, Inc. in repayment of loans (as to 460,892
shares of Nu-kote Stock) and as a dividend (as to 276,608 such shares); (ii)
from Pelikan GmbH in partial repayment of loans to Pelikan GmbH by Pelikan in
the amount of SFr 21,899,686 (equivalent to $17,575,992 at the New York spot
exchange rate on February 24); (iv) from Pelikan International
Handelsgesellschaft mbH & Co. KG for DM 16,084,223 (equivalent to $11,000,016
at the New York spot exchange rate on February 24) in which Pelikan borrowed
from Pelikan GmbH (Hannover), a wholly-owned German subsidiary of Pelikan; and
(v) from Caribonum Limited for credit within three months of 4,837,795.30
British Pound ($7,680,000 at the closing London spot exchange rate on February
24) plus interest at a rate 0.625% over the LIBOR rate toward existing
indebtedness of Caribonum to Pelikan. Nu-kote issued all of the Nu-kote Stock
which those subsidiaries were entitled to receive under the Purchase Agreement
to Pelikan at the Closing pursuant to the Purchase Agreement.
Item 4. Purpose of Transaction.
Pelikan acquired the Nu-kote Stock for investment.
Pelikan has considered and is considering the possible sale of the
shares of Nu-kote to Ligapart or to Metro Holding and/or a pledge of such
shares to Metro Holding or Ligapart to secure loans to Pelikan by Metro
Holding or Ligapart, but Pelikan, Ligapart and Metro Holding have not
determined, whether, when, or on what terms to effect such a disposition or
pledge.
Under the Purchase Agreement, Nu-kote has agreed that so long as
Pelikan or its Affiliates together hold 20% or more of the Class A Common
Stock of Nu-kote, if so requested by Pelikan, Nu-kote will use its reasonable
good faith efforts to cause the Board of Directors of Nu-kote to include among
the nominees for the members of the Board of Directors of Nu-kote an
individual selected by a person acting on behalf of the holder or holders of
all of the 2,300,000 shares of Nu-kote Stock, to cause an individual selected
by such person to be nominated to be a member of the Board of Directors of
Nu-kote International, Inc. and to vote its shares in Nu-kote International,
Inc. in favor of such nominee.
Pelikan, Ligapart and Metro Holding have not yet determined
whether to designate a nominee for election to the Board of Directors of
Nu-kote or of its subsidiary Nu-kote International, Inc.
In connection with the Closing pursuant to the Purchase Agreement,
Pelikan and Nu-kote entered into a Registration Rights Agreement providing
that under certain circumstances Nu-kote will register the Nu-kote Stock under
the Securities Act of 1933 to allow the Nu-kote Stock to be sold. See Item 6
below. Pelikan, Metro Holding and Ligapart have no present plans or
intentions to require a registration of the Nu-kote Stock under the
Registration Rights Agreement with Nu-kote described in Item 6 of this
Statement, but intend to evaluate the desirability of requiring registration
of and offering the Nu-kote Stock for sale based on the performance and
prospects of Nu-kote, market considerations, and other investment criteria.
Except as set forth above, Pelikan, Metro Holding and Ligapart have
no present plans or intentions which relate to or would result in
(a) The acquisition by any person of additional securities of
Nu-kote, or the disposition of securities of Nu-kote;
(b) Any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Nu-kote or any of
Nu-kote's subsidiaries;
(c) A sale or transfer of a material amount of assets of
Nu-kote or any of its subsidiaries;
(d) Any change in the present board of directors or management
of Nu-kote or any of its subsidiaries;
(e) Any material change in the present capitalization or
dividend policy of Nu-kote;
(f) Any other material change in Nu-kote's business or
corporate structure;
(g) Changes in Nu-kote's charter or by-laws or other
actions which may impede the acquisition of control
of Nu-kote by any other person;
(h) Causing a class of securities of Nu-kote to cease to
be quoted on an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of Nu-kote becoming
eligible for termination of registration pursuant
to section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Pelikan owns beneficially and of record, and has sole power to
vote and to dispose or direct the disposition of, 2,300,000 shares of Class A
Common Stock of Nu-kote, constituting 21.5% of the number of such shares
outstanding on February 9, 1995 as reported by Nu-kote in its Quarterly Report
on Form 10Q for the quarter ended December 31, 1994 filed by Nu-kote with the
Securities and Exchange Commission on February 10, 1995.
Ligapart, as the owner of 65% of the outstanding stock of Pelikan,
and Metro Holding, as the owner of 100% of the stock of Ligapart, beneficially
own the Nu-kote Stock owned by Pelikan.
Neither Metro Holding nor Ligapart has at any time, nor has
Pelikan nor any of its subsidiaries at any time (except for (i) the
acquisitions of Nu-kote Stock at the Closing pursuant to the Purchase
Agreement reported herein and (ii) the acquisitions reported herein from its
wholly owned subsidiaries of Nu-kote Stock they obtained at such Closing)
engaged in any transactions in Class A Common Stock of Nu-kote.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
At the Closing pursuant to the Purchase Agreement, Pelikan,
Pelikan, Inc., Pelikan GmbH and the other Pelikan subsidiaries entitled to
portions of the Nu-kote Stock entered into a Stock Subscription Agreement with
Nu-kote under which they subscribed for and purchased the Nu-kote Stock and
made customary representations and warranties concerning securities laws and
other matters.
Pursuant to a Registration Rights Agreement executed at the
Closing pursuant to the Purchase Agreement, the holders of all (but not less
than all) of the Nu-kote Stock may at any time after the six-month anniversary
of the Closing require Nu-kote to use commercially reasonable efforts to
register under the Securities Act all or part of the Nu-kote Stock owned by
such holders (the "Demand Registration") pursuant to a registration statement
covering only Nu-kote Stock. The Registration Rights Agreement provides for
only one Demand Registration. In addition, if Nu-kote at any time after the
six-month anniversary of the Closing proposes to register under the Securities
Act any of its equity securities for sale to the public, Nu-kote must, at the
request of the holders of all (but not less than all) of the Nu-kote Stock,
include such Nu-kote Stock in the proposed registration (the "Piggy-Back
Request"). Such holders of the Nu-kote Stock may make only one Piggy-Back
Request and Nu-kote will not be obligated to effect the request under certain
circumstances.
Nu-kote has entered into a Rights Agreement, between Nu-kote and
Chemical Bank as Rights Agent, under which acquisition by any person or
affiliated or associated group of persons (an "Acquiring Person") of 15% or
more of Nu-kote's outstanding Class A Common Stock without the consent of
Nu-kote's board of directors would expose an Acquiring Person to a risk of
significant dilution of its holdings of Nu-kote Class A Common Stock.
Because the acquisition of the Nu-kote Stock resulted in Pelikan
acquiring more than 15% of the outstanding shares of Class A Common Stock of
Nu-kote and becoming an Acquiring Person, and otherwise would have triggered
the Nu-kote Rights Agreement, Pelikan required, as a condition to its
obligations under the Purchase Agreement, that Nu-kote amend its Rights
Agreement to exempt the issuance to Pelikan of the Nu-kote Stock from the
events and circumstances that would trigger the Nu-kote Rights Agreement.
Accordingly, in connection with the execution of the Purchase Agreement,
Nu-kote executed an amendment to the Rights Agreement, between Nu-kote and
Chemical Bank as Rights Agent, pursuant to which the acquisition by Pelikan or
any of its Subsidiaries, Affiliates or Associates of any of the Nu-kote Stock
will not (i) cause any person to become or to be deemed to be an Acquiring
Person or (ii) cause the "Distribution Date" or "Shares Acquisition Date" (as
such terms are defined in the Rights Agreement) to occur. The amendment to
the Rights Agreement expressly provides, however, that the Nu-kote Stock will
be included for purposes of any calculation of beneficial ownership under the
Rights Agreement in the event that Pelikan or any of its Affiliates or
Associates acquires any other shares, or the right to acquire or vote any
other shares, of Class A Common Stock of Nu-kote.
Item 7. Material to be Filed As Exhibits.
None
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.
March 3, 1995 METRO HOLDING AG
By: /s/ Erwin Conradi
Erwin Conradi, Director
By: /s/ Hans-Dieter Cleven
Hans-Dieter Cleven, Director
March 3, 1995 LIGAPART AG
By: /s/ Erwin Conradi
Erwin Conradi, Director
By: /s/ Hans-Dieter Cleven
Hans-Dieter Cleven, Director
March 3, 1995 PELIKAN HOLDING AG
By: /s/ Erwin Conradi
Erwin Conradi, Director
By: /s/ Hans-Dieter Cleven
Hans-Dieter Cleven, Director
March 3, 1995 PELIKAN GmbH
By: /s/ Hans-Dieter Cleven
Hans-Dieter Cleven, Director
By: /s/ Dr. Ludwig Neumeyer
Dr. Ludwig Neumeyer, Director:
March 3, 1995 PELIKAN, INC.
By: /s/ Michael D. Brent
Name: Michael D. Brent
Title: Assistant Secretary
Exhibit 99.3 Schedule 13D, Amendment No. One, filed on September 20, 1995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. One )*
Nu-kote Holding, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
669935108
(CUSIP Number)
Wilson P. Funkhouser
Levin & Funkhouser, Ltd.
55 West Monroe Street, Suite 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)
September 15, 1995
(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: 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: 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): 21.4%
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
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: 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): 21.4%
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:
PELIKAN HOLDING AG
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(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: -0-
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.0%
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:
PELIKAN HOLDING AG
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(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: -0-
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.0%
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
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: 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): 21.4%
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, (ii) purchasing of consumer
goods for sale to and distribution by
affiliates and others and (iii) manufacture
and distribution of writing instruments,
school, office and artists supplies, and
computer accessories
2. Name: Pelikan Holding AG,
a corporation organized under the laws of the
canton of Zug, Switzerland ("Pelikan")
Address Industriestrasse 24
CH-6340 Zug, SWITZERLAND
Principal Business Manufacture and distribution of writing
instruments, school, office and artists
supplies, and computer accessories
3. 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
On September 15, 1995, Ligapart acquired 4,600,000 shares of
Class A Common Stock of Nu-kote (the "Nu-kote Stock") from Pelikan (an
Affiliate of Ligapart which is 65% owned by Ligapart) in consideration for
which Ligapart allowed a $75,000,000 credit ($16.30 per share) toward
indebtedness owed to Ligapart by Pelikan for cash loaned to Pelikan from
Ligapart during the preceding two years. Ligapart made such loans to
Pelikan from Ligapart's working capital.
Item 4. Purpose of Transaction.
Pelikan terminated its interest in the Nu-kote Stock. Ligapart
acquired the Nu-kote Stock for investment.
Pelikan acquired the 4,600,000 shares of Class A Common Stock
of Nu-kote that it sold to Ligapart on February 24, 1995, in connection
with the Closing of the sale to Nu-kote of the imaging supplies business of
Pelikan pursuant to the Asset and Stock Purchase Agreement dated as of
November 15, 1994, as amended. Between Pelikan and Nu-kote (the "Purchase
Agreement"), and a subsequent stock dividend. Under the Purchase
Agreement, Nu-kote agreed that so long as Pelikan or its Affiliates
together hold 20% or more of the Class A Common Stock of Nu-kote if so
requested by Pelikan, Nu-kote will use its reasonable good faith efforts to
cause the Board of Directors of Nu-kote to include among the nominees for
the members of the Board of Directors of Nu-kote an individual selected by
a person acting on behalf of the holder of holders of all of the Nu-kote
Stock, to cause an individual selected by such person to be nominated to be
a member of the Board of Directors of Nu-kote International, Inc. and to
vote its shares in Nu-kote International, Inc. in favor of such nominee.
In connection with the sale of the Nu-kote Stock to Ligapart, Pelikan
irrevocably authorized Ligapart to make such a request on Pelikan's behalf.
Ligapart and Metro Holding have not yet determined whether to
designate a nominee for election to the Board of Directors of Nu-kote or of
its subsidiary Nu-kote International, Inc.
In connection with the Closing pursuant to the Purchase
Agreement, Pelikan and Nu-kote entered into a Registration Rights Agreement
providing that under certain circumstances Nu-kote will register the
Nu-kote Stock under the Securities Act of 1933 to allow the Nu-kote Stock to
be sold. See Item 6 below. Pelikan, Metro Holding and Ligapart have no
present plans or intentions to require a registration of the Nu-kote Stock
under the Registration Rights Agreement with Nu-kote described in Item 6 of
this Statement, but intend to evaluate the desirability of requiring
registration of and offering the Nu-kote Stock for sale based on the
performance and prospects of Nu-kote, market considerations, and other
investment criteria.
Except as set forth above, Metro Holding and Ligapart have no
present plans or intentions which relate to or would result in:
(a) The acquisition by any person of additional securities of
Nu-kote, or the disposition of securities of Nu-kote;
(b) Any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Nu-kote or any of
Nu-kote's subsidiaries;
(c) A sale or transfer of a material amount of assets of
Nu-kote or any of its subsidiaries;
(d) Any change in the present board of directors or management
of Nu-kote or any of its subsidiaries;
(e) Any material change in the present capitalization or
dividend policy of Nu-kote;
(f) Any other material change in Nu-kote's business or
corporate structure;
(g) Changes in Nu-kote's charter or by-laws or other
actions which may impede the acquisition of control
of Nu-kote by any other person;
(h) Causing a class of securities of Nu-kote to cease to
be quoted on an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of Nu-kote becoming
eligible for termination of registration pursuant
to section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Ligapart owns beneficially and of record, and has sole power to
vote and to dispose or direct the disposition of, 4,600,000 shares of Class
A Common Stock of Nu-kote, constituting 21.4% of the number of such shares
outstanding on July 14, 1995 as reported by Nu-kote in its Proxy Statement
ended July 28, 1995, for its Annual Meeting of Stockholders held August 30,
1995, filed by Nu-kote with the Securities and Exchange Commission.
Metro Holding, as the owner of 100% of the stock of Ligapart,
beneficially owns the Nu-kote Stock that Ligapart acquired.
Except for the transaction reported herein and the transactions
reported on the Schedule 13D amended hereby, neither Metro Holding nor
Ligapart has at any time engaged in any transactions in Class A Common
Stock of Nu-kote.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Pursuant to a Registration Rights Agreement executed at the
Closing pursuant to the Purchase Agreement, the holders of all (but not
less than all) of the Nu-kote Stock may at any time after the six-month
anniversary of the Closing require Nu-kote to use commercially reasonable
efforts to register under the Securities Act all or part of the Nu-kote
Stock owned by such holders (the "Demand Registration") pursuant to a
registration statement covering only Nu-kote Stock. The Registration
Rights Agreement provides for only one Demand Registration. In addition,
if Nu-kote at any time after the six-month anniversary of the Closing
proposes to register under the Securities Act any of its equity securities
for sale to the public, Nu-kote must, at the request of the holders of all
(but not less than all) of the Nu-kote Stock, include such Nu-kote Stock in
the proposed registration (the "Piggy-Back Request"). Such holders of the
Nu-kote Stock may make only one Piggy-Back Request and Nu-kote will not be
obligated to effect the request under certain circumstances.
Nu-kote has entered into a Rights Agreement, with Chemical
Bank, as Rights Agent, under which acquisition by any person or affiliated
or associated group of persons (an "Acquiring Person") of 15% or more of
Nu-kote's outstanding Class A Common Stock without the consent of Nu-kote's
board of directors would expose an Acquiring Person to a risk of
significant dilution of its holdings of Nu-kote Class A Common Stock. In
connection with the execution of the Purchase Agreement, Nu-kote executed
an amendment to the Rights Agreement, between Nu-kote and Chemical Bank as
Rights Agent, pursuant to which the acquisition by Pelikan or any of its
Subsidiaries, Affiliates or Associates (including Ligapart and Metro
Holding) of any of the Nu-kote Stock will not (i) cause any person to
become or to be deemed to be an Acquiring Person or (ii) cause the
"Distribution Date" or "Shares Acquisition Date" (as such terms are defined
in the Rights Agreement) to occur. The amendment to the Rights Agreement
expressly provide, however, that the Nu-kote Stock will be included for
purposes of any calculation of beneficial ownership under the Rights
Agreement in the even that Pelikan or any of its Affiliates or Associates
acquires any other shares, of the right to acquire or vote any other shares
of Class A Common Stock of Nu-kote.
Item 7. Material to be Filed As Exhibits.
None
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.
September 15, 1995 METRO HOLDING AG
By: /s/ Erwin Conradi
Erwin Conradi, Director
By: /s/ Hans-Dieter Cleven
Hans-Dieter Cleven, Director
September 15, 1995 LIGAPART AG
By: /s/ Erwin Conradi
Erwin Conradi, Director
By: /s/ Hans-Dieter Cleven
Hans-Dieter Cleven, Director
September 15, 1995 PELIKAN HOLDING AG
By: /s/ Erwin Conradi
Erwin Conradi, Director
