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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the securities Exchange Act of 1934
(Amendment No. 1)*
NationsRent, Inc.
_______________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
638588 10 3
________________________________________________________
(CUSIP Number)
E. Michael Greaney, Esq., Gibson, Dunn & Crutcher LLP,
200 Park Avenue, NY, NY 10166
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 24, 1999
__________________________________________________________
(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 that is the subject
of this schedule 13D, and is filing this schedule because
of (SS) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See (S) 240.13d-7 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).
Potential persons who are to respond to the collection of
information contained in this form are not required to
respond unless the form displays a currently valid OMB
control number.
<PAGE>
Schedule 13D
- ----------------------- ---------------------
CUSIP NO. 638588 10 3 Page 2 of 20 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INVESTCORP S.A.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Luxembourg
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 14,997,214
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,997,214
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,997,214
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
- ----------------------- ---------------------
CUSIP NO. 638588 10 3 Page 3 of 20 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sipco Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Cayman Islands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 14,997,214
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,997,214
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,997,214
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
- ----------------------- ---------------------
CUSIP NO. 638588 10 3 Page 4 of 20 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NR Holdings Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Cayman Islands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 11,285,714
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
11,285,714
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,285,714
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
16.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 5 of 20
-------------- ----- ------
This Amendment No. 1 to Schedule 13D relates to the Common Stock, par value
$0.01 per share (the "Common Stock"), of NationsRent, Inc. ("NationsRent"), a
Delaware corporation.
This Amendment No. 1 is being filed jointly pursuant to Rule 13d-1(k)(1) of
Regulation 13D-G of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, on behalf of Investcorp S.A., a Luxembourg
corporation ("Investcorp"), Sipco Limited, a Cayman Islands corporation
("Sipco"), and NR Holdings Limited, a Cayman Islands corporation ("NR Holdings,"
and collectively with Investcorp and Sipco, the "Reporting Persons").
The initial Schedule 13D of the Reporting Persons, which was filed on July
30, 1999, reported the Reporting Persons' acquisition of beneficial ownership of
in excess of five percent (5%) of the Common Stock as a result of the
acquisition by NR Holdings and NR Investments Limited, a Cayman Islands
corporation ("NR Investments," and collectively with NR Holdings, the
"Purchasers"), of shares of Convertible Preferred Stock, Series A, of
NationsRent, Inc. (the "Preferred Stock") on July 20, 1999.
This Amendment No. 1 is being filed pursuant to Rule 13d-2(a) to amend the
Reporting Persons' Schedule 13D to report, among other things, that as of
September 24, 1999, the beneficial interest of Investcorp and Sipco in the
outstanding Common Stock has increased by 1.0% as a result of open market
purchases of Common Stock by REF Equity Limited, a Cayman Islands corporation
("REF").
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
For information with respect to the identity and background of each director and
executive officer of Investcorp, Sipco and NR Holdings, see Schedule I attached
hereto.
(a) Name of Person Filing
(i) Investcorp S.A.
(ii) Sipco Limited
(iii) NR Holdings Limited
(b) Place of Organization
(i) Luxembourg
(ii) Cayman Islands
(iii) Cayman Islands
(c) Principal Business
(i) Investcorp S.A., through its subsidiaries, acts as a principal and
intermediary in international investment transactions.
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 6 of 20
-------------- ----- ------
(ii) Sipco is a passive holding company that has no operations and no
employees.
(iii) The sole business of NR Holdings Limited is to hold shares of
Preferred Stock of NationsRent.
(d) Address of Principal Business and Principal Office
(i) Investcorp S.A.
37 rue Notre-Dame
Luxembourg
(ii) Sipco Limited
West Wind Building
P.O. Box 1111
Harbour Drive
Grand Cayman, Cayman Islands B.W.I.
(iii) NR Holdings Limited
West Wind Building
P.O. Box 1111
Harbour Drive
Grand Cayman, Cayman Islands B.W.I.
(e) Legal Proceedings
During the last five years, none of the Reporting Persons, nor, to their best
knowledge, any person identified on Schedule I, has (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which the Reporting Person or such person,
as the case may be, 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.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the purchase of the Preferred Stock was working capital
contributed to the capital of the Purchasers by their shareholders. The total
purchase price for the shares of Preferred Stock was $100 million.
The source of funds for the open market purchases of Common Stock by REF was
drawings by REF on an existing credit facility with Investcorp Funding Limited,
an indirect subsidiary of Investcorp.
Item 4. Purpose of Transaction.
The Preferred Stock acquired by NR Holdings was acquired for investment purposes
on behalf of certain persons and/or entities (the "Managed Entities") which
indirectly are managed by affiliates of Investcorp through revocable management
services or similar agreements between such persons and/or entities or their
shareholders or principals and an affiliate of Investcorp pursuant to which each
such person or entity indirectly has granted such affiliate the authority to
direct the voting and disposition of its equity interests in NR Holdings and/or
NR Investments for so long as such agreement is in effect (the "Management
Agreements"). The Preferred Stock
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 7 of 20
-------------- ----- ------
acquired by NR Investments was acquired for investment purposes on behalf of a
subsidiary of Investcorp and, to the extent of .5% of the pecuniary interest, on
behalf of certain of the Managed Entities. Investcorp offers to its regular
investing clientele the opportunity to participate in NR Holdings' investment in
the Preferred Stock by purchasing nonvoting equity interests in NR Holdings from
the Managed Entities or by other means.
Pursuant to the Preferred Stock Purchase Agreement between the Purchasers and
NationsRent dated July 20, 1999 (the "Purchase Agreement"), the Purchasers
acquired from NationsRent on July 20, 1999 beneficial ownership of shares of
Preferred Stock convertible into an aggregate of 14,285,714 shares of Common
Stock (11,285,714 for NR Holdings and 3,000,000 for NR Investments).
The Common Stock acquired by REF was acquired for investment purposes on behalf
of certain entities (the "REF Managed Entities") which indirectly are managed by
affiliates of Investcorp through revocable management services or similar
agreements between such entities or their shareholders or principals and an
affiliate of Investcorp pursuant to which each such entity indirectly has
granted such affiliate the authority to direct the voting and disposition of its
equity interests in REF for so long as such agreement is in effect (each such
agreement, an "REF Management Agreement").
The Reporting Persons may from time to time acquire beneficial ownership of
additional Common Stock and may from time to time cease to have beneficial
ownership of Common Stock, depending upon price, market conditions, availability
of funds, evaluation of alternative investments and other factors. Such
acquisitions or dispositions may result from investment decisions by Investcorp,
from investment decisions by Investcorp's wholly owned subsidiaries that
indirectly manage the Managed Entities and the REF Managed Entities, from
decisions by the ultimate beneficial owners of the equity interests in the
Purchasers held by the Managed Entities to directly or indirectly terminate or
revoke the Management Agreements or from decisions by the ultimate beneficial
owners of the equity interests in REF held by the REF Managed Entities to
directly or indirectly terminate or revoke the REF Management Agreements.
Without limitation of the foregoing, the parties' intention generally is to
explore means to realize favorable returns upon their investment in the
Preferred Stock and Common Stock, as applicable and, accordingly, on an on-going
basis, may seek, evaluate and/or respond to offers to sell or otherwise dispose
of the Preferred Stock, the Common Stock into which the Preferred Stock is
convertible (the "Conversion Shares") or the Common Stock purchased in the open
market by REF, either through open market or privately negotiated transactions.
Such transactions may include transfers of shares of Preferred Stock or Common
Stock to their ultimate beneficial owners, individual sales on behalf of the
ultimate beneficial owners, underwritten offerings of Conversion Shares or of
Common Stock held by REF on behalf of more than one of the ultimate beneficial
owners thereof, and dispositions through negotiated transactions that result in
a third party's acquisition of some or all of the Preferred Stock, the
Conversion Shares or the Common Stock purchased by REF. The Reporting Persons
reserve the right to take any action with respect to NationsRent or any of its
equity securities in any manner permitted by law.
Item 5. Interest in Securities of the Issuer.
(a) (i) See Cover Page, Items 11 and 13. Investcorp does not directly
own any shares of the Preferred Stock. Investcorp's beneficial ownership of
Common Stock results from
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 8 of 20
-------------- ----- ------
the shares of Preferred Stock owned by NR Investments and NR Holdings and from
the shares of Common Stock owned by REF. Investcorp may be deemed to share
beneficial ownership of the shares of Preferred Stock beneficially owned by the
Managed Entities because the Managed Entities or their shareholders or
principals have entered into revocable management services or similar agreements
with an affiliate of Investcorp pursuant to which each such entity or person
indirectly has granted such affiliate the authority to direct the voting and
disposition of the equity interests in NR Holdings owned by such entity for so
long as such agreement is in effect. Investcorp may be deemed to share
beneficial ownership of the shares of Common Stock beneficially owned by the REF
Managed Entities because the REF Managed Entities or their shareholders or
principals have entered into revocable management services or similar agreements
with an affiliate of Investcorp pursuant to which each such entity or person
indirectly has granted such affiliate the authority to direct the voting and
disposition of the equity interests in REF owned by such entity for so long as
such agreement is in effect.
The aggregate percentage of shares of Common Stock reported in Item
13 of the Cover Page is based upon the 56,453,781 shares of Common Stock
outstanding as of August 11, 1999, as represented by NationsRent in its
Quarterly Report on Form 10-Q, dated August 16, 1999, plus the 14,285,714 shares
of Common Stock into which the Preferred Stock beneficially owned by Investcorp
is convertible.
NR Holdings beneficially owns Preferred Stock that is convertible
into 11,285,714 shares of Common Stock. NR Investments beneficially owns
Preferred Stock that is convertible into 3,000,000 shares of Common Stock.
(ii) See Cover Page, Items 11 and 13. Sipco does not directly own any
shares of the Preferred Stock. The shares of Common Stock listed as
beneficially owned by Sipco are the shares into which the Preferred Stock that
Investcorp may be deemed to beneficially own are convertible and the shares of
Common Stock purchased by REF, which Investcorp may be deemed to beneficially
own. Sipco, which is a passive holding company entity without operations or
employees, may be deemed to control Investcorp through its ownership of a
majority of the stock of a company which indirectly owns a majority of
Investcorp's outstanding stock.
The aggregate percentage of shares of Common Stock reported in Item
13 of the Cover Page is based upon the 56,453,781 shares of Common Stock
outstanding as of August 11, 1999, as represented by NationsRent in its
Quarterly Report on Form 10-Q, dated August 16, 1999, plus the 14,285,714 shares
of Common Stock into which the Preferred Stock beneficially owned by Sipco is
convertible.
(iii) See Cover Page, Items 11 and 13. NR Holdings beneficially owns
Preferred Stock that is convertible into 11,285,714 shares of Common Stock.
The aggregate percentage of shares of Common Stock reported in Item 13 of
the Cover Page is based upon the 56,453,781 shares of Common Stock outstanding
as of August 11, 1999, as represented by NationsRent in its Quarterly Report on
Form 10-Q, dated August 16, 1999, plus the 11,285,714 shares of Common Stock
into which the Preferred Stock owned by NR Holdings is convertible.
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 9 of 20
-------------- ----- ------
To the best knowledge of the Reporting Persons, none of the persons
identified on Schedule I, directly or indirectly, has the sole or shared power
to direct the voting or disposition of any shares of Common Stock of
NationsRent.
(b) (i) See Cover Page Items 7 through 10. Investcorp does not have the
sole power to vote or dispose of any shares of the Preferred Stock or any shares
of the Common Stock owned by REF. Investcorp may be deemed to share the power
to direct the voting of the shares of Preferred Stock because certain of the
Managed Entities own equity interests in the Purchasers having greater than 90%
of the voting power of the equity interests of both Purchasers, and these
Managed Entities or their shareholders or principals have entered into revocable
management services or similar agreements with an affiliate of Investcorp
pursuant to which each of these Managed Entities indirectly has granted such
affiliate the authority to direct the voting and disposition of the equity
interests in the Purchasers owned by such Managed Entity for so long as such
agreement is in effect. Investcorp may be deemed to share the power to direct
the voting of the shares of Common Stock owned by REF because the REF Managed
Entities own all of the equity interests in REF, and the REF Managed Entities or
their shareholders or principals have entered into revocable management services
or similar agreements with an affiliate of Investcorp pursuant to which each of
the REF Managed Entities indirectly has granted such affiliate the authority to
direct the voting and disposition of the equity interests in REF owned by such
REF Managed Entity for so long as such agreement is in effect.
Schedule II sets forth the name, place of organization,
principal business, address of principal business and address of principal
office for each of the Managed Entities with which Investcorp may be deemed to
share voting or dispositive power with respect to the Preferred Stock and each
of the REF Managed Entities. To the best knowledge of the Reporting Persons,
during the last five years none of these Managed Entities and none of the REF
Managed Entities has (a) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which the Managed Entity or REF Managed Entity 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.
(ii) See Cover Page Items 7 through 10. Sipco does not directly own
any Common Stock. The shares of Common Stock listed as beneficially owned by
Sipco are the shares into which the Preferred Stock that Investcorp may be
deemed to beneficially own are convertible and the Common Stock owned by REF
which Investcorp may be deemed to beneficially own. Sipco, which is a passive
holding company entity without operations or employees, may be deemed to control
Investcorp through its ownership of a majority of the stock of a company which
indirectly owns a majority of Investcorp's outstanding stock.
(iii) See Cover Page Items 7 through 10.
(c) Attached as Schedule III hereto is a list of all open market purchases
of Common Stock made by REF during the past 60 days or since the most recent
filing by the Reporting Persons on Schedule 13D relating to the Common Stock,
whichever period is shorter.
(d) The Managed Entities have the right to receive all dividends on and
all proceeds from the sale of the Preferred Stock and Conversion Shares of NR
Holdings and .5% of the dividends and sale proceeds of the Preferred Stock and
Conversion Shares of NR Investments.
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 10 of 20
-------------- ------ ------
The REF Managed Entities have the right to receive all dividends on and all
proceeds from the sale of the Common Stock that REF owns. None of the Managed
Entities or REF Managed Entities has a direct or indirect pecuniary interest,
within the meaning of Exchange Act Rule 16a-1(a)(2), in more than five percent
of the Common Stock. Neither Investcorp nor Sipco has a direct or indirect
pecuniary interest, within the meaning of Exchange Act Rule 16a-1(a)(2), in any
of the Common Stock owned by REF.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Investcorp has no contracts, arrangements, understandings or relationships
(legal or otherwise) specifically with respect to the securities of NationsRent.
The Management Agreements and the REF Management Agreements indirectly grant
affiliates of Investcorp the authority to direct the voting, acquisition and
disposition of any investments undertaken by such affiliates on behalf of the
Managed Entities and the REF Managed Entities, respectively, including shares of
stock of companies the acquisition of which is arranged by other affiliates of
Investcorp. Neither Sipco nor NR Holdings has any contracts, arrangements,
understandings or relationships with Investcorp or with any other person with
respect specifically to the securities of NationsRent, except that in connection
with the execution of the Purchase Agreement, NationsRent, the Purchasers, James
L. Kirk and H. Wayne Huizenga entered into a Registration Rights Agreement.
Pursuant to the Registration Rights Agreement, the Purchasers are entitled to
certain demand and piggyback registration rights and tag-along rights with
respect to the shares of Common Stock issuable upon conversion of the Preferred
Stock.
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 11 of 20
-------------- ------ ------
Item 7. Material to be Filed as Exhibits.
No additional exhibits are being filed with Amendment No. 1.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
INVESTCORP S.A.
By:/s/ Lawrence B. Kessler September 28, 1999
--------------------------------------------
Name: Lawrence B. Kessler
--------------------------------------
Title: Chief Administrative Officer
-----------------------------------
SIPCO LIMITED
By:/s/ Lawrence B. Kessler September 28, 1999
--------------------------------------------
Name: Lawrence B. Kessler
-------------------------------------
Title: Director
----------------------------------
NR HOLDINGS LIMITED
By:/s/ Sydney J. Coleman September 28, 1999
--------------------------------------------
Name: The Director Ltd.
--------------------------------
Title: Director
-----------------------------
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 1 Page 12 of 20
INVESTCORP S.A.
DIRECTORS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
- ---- ---------------- ----------------- -----------
<S> <C> <C> <C>
Abdul-Rahman Salim Al-Ateeqi P.O. Box 848 Personal Advisor Kuwaiti
Safat 13009 to H.H. the Amir
Kuwait of the State of
Kuwait
Chairman of
Bahrain Middle East
Bank
Omar A. Aggad P.O. Box 2256 Chairman and Saudi
Riyadh 11451 President of Aggad
Kingdom of Investment Co.
Saudi Arabia
Easa Saleh Al Gurg P.O. Box 325 Ambassador of the U.A.E.
Dubai United Arab Emirates
United Arab to the Court of St.
Emirates James's and The Republic
of Ireland
Chairman, Easa Saleh
Al Gurg
Group of Companies,
Dubai, a major trading
house
Chairman, Arabian
Explosives Co LLC, a
manufacturer of
industrial explosives
Chairman, Al Gurg
Leight's Paints LLP,
a manufacturer of
decorative and
industrial paints
Chairman, Gulf Metal
Foundry LLC, a
manufacturer of carbon,
steel, stainless steel,
manganese steel, and SG
iron castings
Chairman, Al Gurg
Lever LLC, a
foodstuffs and
consumer goods
company
Chairman, Al Gurg
Fosroc LLC, a
manufacturer of
construction
chemicals
Director, Emirates
International, Dubai
Deputy Chairman,
National Bank of
Fujairah
Director, Egyptian
British Bank, Cairo
Director, Emirates
Bank
International PJSC
Ahmed Abdullah Al Mannai P.O. Box 76 Chairman, Mannai Qatari
Doha Corporation Ltd.
Qatar
Chairman, Ahmed
Mannai & Co.
(QSC)
Khalid Rashid Al Zayani P.O. Box 5553 Group Chairman, Bahraini
Al Zayani
</TABLE>
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 13 of 20
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
- ---- ---------------- ----------------- -----------
<S> <C> <C> <C>
Manama Investments Group
Bahrain of Companies
Hussain Ibrahim Al-Fardan P.O. Box 63 Chairman, Alfardan Qatari
Doha Group of Companies
Qatar (Holdings) WLL
Nasser Ibrahim Al-Rashid P.O. Box 4354 Chairman, Rashid Saudi
Riyadh 11491 Engineering
Kingdom of
Saudi Arabia
Abdul Rahman Ali Al-Turki P.O. Box 718 Chairman and CEO, A.A. Saudi
Dammam 31421 Turki Group of
Kingdom of Companies
Saudi Arabia
Chairman and CEO,
ATCO Development, Inc.
Chairman and CEO,
ATCO Development Ltd.,
London, UK
Mohammed Abdullah Al-Zamil P.O. Box 285 Chairman, A.H. Al-Zamil Bahraini
Manama Group of Companies
Bahrain
Abdullah Mohamed Alireza P.O. Box 1555 Chairman, Reza
Jeddah 21441 Investment Co., a
Kingdom of water resources
Saudi Arabia development, sports
and lesiure, and
retail distribution
company
Chairman, Reza Food
Services Co., a
McDonalds franchise
in Western Province,
Saudi Arabia
Chairman, International
Chemical Industries &
Trading Co.
Vice Chairman of the
Supervisory Board,
Haji Abdullah Alireza
& Co.
Abdullah Taha Bakhsh P.O. Box 459 Chairman, TRACO
Jeddah 21411 (Trading, Engineering &
Kingdom of Contracting Corporation),
Saudi Arabia a holding company
Chairman, TRACO
(Real Estate), a
marketing and wholesaling
of lands, real estate
development and property
management company
Chairman, TRACO
(Engineering), a
civil contracting,
concrete and steel
structural renovation,
marine and deep sea
engineering company
Chairman, TRACO (Hotels),
a hotel ownership and
management company
Faraj Ali Bin Hamoodah P.O. Box 203 President, Bin Hamoodah U.A.E.
Abu Dhabi Group of Companies
United Arab
Emirates
Mustafa Jassim Boodai P.O. Box 1287 Chairman, Boodai Kuwaiti
Safat 13013 Corporation
</TABLE>
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 14 of 20
[CAPTION]
<TABLE>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
- ---- ---------------- ----------------- -----------
<S> <C> <C> <C>
Mohammed Yousef Jalal Kuwait Chairman, Mohammed Jalal Bahraini
P.O. Box 113 & Sons Group of Companies,
Manama a trading and contracting
Bahrain group
Nemir Amin Kirdar Investcorp House President and CEO of Bahraini
P.O. Box 5340 Investcorp
Manama Bank E.C.
Bahrain
Abdul Aziz Jassim Kanoo P.O. Box 37 Deputy Chairman and Saudi
Dammam 31411 Deputy CEO, Yusuf Bin
Kingdom of Ahmed Kanoo Group,
Saudi Arabia Saudi Arabia
Chairman, Saudi Arabian
Industrial & Trading Est.
Chairman, Baroid
(Saudi Arabia) Ltd.
Chairman, Saudi Arabian Lube
Additives Co. Ltd.
Chairman, Key Communications
Development Ltd.
</TABLE>
13
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE I Page 15 of 20
SIPCO
DIRECTORS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
- ---- ---------------- ----------------- -----------
<S> <C> <C> <C>
Hussain Ibrahim Al-Fardan P.O. Box 63 Chairman, Alfardan Qatari
Doha Group of Companies
Qatar (Holdings) WLL
Mohammed Yousef Jalal P.O. Box 113 Chairman, Mohammed Bahraini
Manama Jalal & Sons Group
Bahrain of Companies, a
trading and
contracting group
Nemir Amin Kirdar P.O. Box 5340 President and CEO Bahraini
Manama of Investcorp Bank E.C.
Bahrain
Abdul-Rahman Salim Al-Ateeqi P.O. Box 848 Personal Advisor to H.H. Kuwaiti
Safat 13009 the Amir of the State
Kuwait of Kuwait
Chairman of Bahrain
Middle East Bank
Abdul Aziz Jassim Kanoo P.O. Box 37 Deputy Chairman and Saudi
Dammam 31411 Deputy CEO, Yusuf Bin
Kingdom of Ahmed Kanoo Group,
Saudi Arabia Saudi Arabia
Chairman, Saudi Arabian
Industrial & Trading Est.
Chairman, Baroid
(Saudi Arabia) Ltd.
Chairman, Saudi Arabian Lube
Additives Co. Ltd.
Chairman, Key Communications
Development Ltd.
Lawrence B. Kessler P.O. Box 5340 Chief Administrative U.S.A.
Manama Officer of Investcorp
Bahrain S.A.
Gary S. Long P.O. Box 5340 Chief Financial Officer U.S.A.
Manama of Investcorp S.A.
Bahrain
</TABLE>
14
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 16 of 20
SCHEDULE 1
NR HOLDINGS LIMITED
DIRECTOR
<TABLE>
<CAPTION>
ADDRESS OF PRINCIPAL
BUSINESS AND PRINCIPAL PRINCIPAL PLACE OF
NAME OFFICE BUSINESS ORGANIZATION
---- ---------------------- --------- ------------
<S> <C> <C> <C>
The Director Ltd. West Wind Building Serving as Cayman Islands
P.O. Box 1111 a corporate
Harbour Drive director
George Town, Grand Cayman
Cayman Islands, B.W.I.
</TABLE>
15
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 17 of 20
SCHEDULE 1
INVESTCORP S.A.
EXECUTIVE OFFICERS
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ---------------- ----------------- -----------
Nemir Amin Kirdar P.O. Box 5340 President and CEO Bahraini
Manama of Investcorp Bank E.C.
Bahrain
Lawrence B. Kessler P.O. Box 5340 Chief Administrative U.S.A.
Manama Officer of Investcorp S.A.
Bahrain
Gary S. Long P.O. Box 5340 Chief Financial Officer U.S.A.
Manama of Investcorp S.A.
Bahrain
Salman A. Abbasi P.O. Box 5340 Secretary of Investcorp S.A. U.S.A.
Manama
Bahrain
SIPCO LIMITED
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRINCIPAL
NAME POSITION ADDRESS BUSINESS CITIZENSHIP
---- -------- ------------ ------------ -----------------
<S> <C> <C> <C> <C>
Paget-Brown & Company Secretary West Wind Building Providing Corporate Cayman Islands
P.O. Box 1111 Management Services
Harbour Drive
George Town, Grand Cayman,
Cayman Islands, B.W.I.
</TABLE>
NR HOLDINGS LIMITED
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRINCIPAL
NAME POSITION ADDRESS BUSINESS CITIZENSHIP
---- -------- ------------ ------------ -----------------
<S> <C> <C> <C> <C>
Paget-Brown & Company Secretary West Wind Building Providing Corporate Cayman Islands
P.O. Box 1111 Management Services
Harbour Drive
George Town, Grand Cayman,
Cayman Islands, B.W.I.
</TABLE>
16
<PAGE>
CUSIP NO. 638588 10 3 SCHEDULE 13D Page 18 of 20
SCHEDULE II
INFORMATION REGARDING CERTAIN OF THE
MANAGED ENTITIES AND THE REF MANAGED ENTITIES
<TABLE>
<CAPTION>
MANAGED ENTITIES
----------------
PLACE OF
NAME ADDRESS ORGANIZATION PRINCIPAL BUSINESS
- ---- ------- ------------ ------------------
<S> <C> <C> <C>
Ballet Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Denary Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Gleam Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Highlands Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Noble Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Outrigger Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Quill Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Radial Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Shoreline Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Zinnia Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2179, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
</TABLE>
<TABLE>
<CAPTION>
REF MANAGED ENTITIES
--------------------
<S> <C> <C> <C>
Investcorp Real Estate West Wind Building Cayman Islands Passive Holding Company
Equity Acquisition Ltd. P.O. Box 1111
Harbour Drive
George Town, Grand Cayman
Cayman Islands, B.W.I.
Investcorp Real Estate West Wind Building Cayman Islands Passive Holding Company
Equity Capital Ltd P.O. Box 1111
Harbour Drive
George Town, Grand Cayman
Cayman Islands, B.W.I.
Investcorp Real Estate West Wind Building Cayman Islands Passive Holding Company
Equity Finance Ltd. P.O. Box 1111
Harbour Drive
George Town, Grand Cayman
Cayman Islands, B.W.I.
Investcorp Real Estate West Wind Building Cayman Islands Passive Holding Company
Equity Planning Ltd. P.O. Box 1111
Harbour Drive
George Town, Grand Cayman
Cayman Islands, B.W.I.
</TABLE>
17
SCHEDULE III
OPEN MARKET PURCHASES BY REF THROUGH SEPTEMBER 24, 1999
<TABLE>
<CAPTION>
Date of Amount of Price
Transaction Securities Purchased Per Share
- ----------- -------------------- ---------
<S> <C> <C>
08/23/99 15,000 6.2692
08/23/99 10,000 6.3125
08/24/99 12,000 6.7083
08/24/99 13,000 6.5577
08/25/99 27,000 6.7757
08/25/99 3,500 6.6875
08/25/99 19,500 6.7500
08/26/99 22,000 6.7912
08/26/99 2,200 6.8125
08/26/99 5,400 6.6875
08/26/99 21,900 6.7500
08/30/99 11,000 6.8063
08/30/99 100 6.6875
08/30/99 2,100 6.7500
08/30/99 2,600 6.8750
08/30/99 6,300 6.6250
08/30/99 6,900 6.8125
08/31/99 14,000 6.8438
08/31/99 15,000 7.0000
09/01/99 19,000 6.9049
09/01/99 400 6.8125
09/01/99 12,600 6.8750
09/07/99 15,000 7.2313
09/07/99 1,400 7.0625
09/07/99 8,600 7.2500
09/08/99 10,000 7.3756
09/08/99 13,000 7.3750
09/09/99 13,500 7.2338
09/09/99 1,100 7.1250
09/09/99 3,500 7.3125
09/09/99 3,900 7.2500
09/09/99 4,000 7.1875
09/10/99 11,000 6.9545
09/10/99 300 6.9375
09/10/99 500 7.1250
09/10/99 1,000 6.8125
09/10/99 1,000 6.8750
09/10/99 2,000 7.0625
09/10/99 3,000 6.7500
09/10/99 7,200 7.0000
09/13/99 13,000 6.6442
09/13/99 4,000 6.5625
09/13/99 4,000 6.6250
09/13/99 4,000 6.6875
09/14/99 11,000 6.3409
09/14/99 14,000 6.3987
09/15/99 17,000 6.3419
09/15/99 23,000 6.3753
09/16/99 21,500 6.1948
09/16/99 18,500 6.2672
09/17/99 19,000 6.2895
09/17/99 21,000 6.2723
09/20/99 31,000 6.2268
09/20/99 19,000 6.2155
09/21/99 24,000 6.5247
09/21/99 26,000 6.4517
09/22/99 22,000 6.5795
09/22/99 18,000 6.5976
09/23/99 15,000 6.9271
09/23/99 15,000 6.9363
09/24/99 15,000 7.0104
09/24/99 15,000 7.0392
--------
TOTAL: 711,500
========
</TABLE>
