CUSIP No. 655107100 13D Page 1 of 39 Pages
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
NOBLE ROMAN'S INC
------------------------------------------------------
(Name of Issuer)
COMMON STOCK
------------------------------------------------------
(Title of Class of Securities))
655107100
------------------------------------------------------
(CUSIP NUMBER)
SUMMITBRIDGE NATIONAL INVESTMENTS LLC
C/O FORTRESS INVESTMENT GROUP LLC
1251 AVENUE OF THE AMERICAS, 16TH FLOOR
NEW YORK, NEW YORK 10020
ATTN: KEVIN TREACY
(212) 798-6071
------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
October 17, 2003
------------------------------------------------------
(Date of event which requires filing of this statement))
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 39 Pages)
--------------------------------------------------------------------------------
*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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for purposes 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).
CUSIP No. 655107100 13D Page 2 of 39 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Summitbridge National Investments LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (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
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
28.8% See Item 5
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 13D Page 3 of 39 Pages
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Drawbridge Special Opportunities Fund LP
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (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
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
28.8%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 13D Page 4 of 39 Pages
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Drawbridge Special Opportunities Advisors LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (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
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
28.8%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 13D Page 5 of 39 Pages
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Group LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (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
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
28.8%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 13D Page 6 of 39 Pages
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge/Zwirn Special Opportunities Fund, L.P.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (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
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
28.8%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 13D Page 7 of 39 Pages
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge/Zwirn Capital Management LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (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
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
28.8%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
00
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 13D Page 8 of 39 Pages
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
D.B. Zwirn & Co., LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (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
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
28.8%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
00
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 13D Page 9 of 39 Pages
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Daniel B. Zwirn
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
00
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (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
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,242,840 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
28.8%, See Item 5.
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 655107100 13D Page 10 of 39 Pages
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value per share (the
"Shares") of Noble Roman's Inc, an Indiana corporation (the "Company"). The
Company's principal executive offices are located at One Virginia Avenue, Suite
800, Indianapolis, Indiana 46204.
Item 2. Identity and Background.
(a) This statement is filed jointly pursuant to Rule 13d-(1)(k) by:
(i) Summitbridge National Investments LLC, a Delaware limited
liability company ("Summitbridge LLC") with respect to the Shares
directly owned by it;
(ii) Drawbridge Special Opportunities Fund LP, a Delaware limited
partnership ("Drawbridge LP"), is the sole member of Summitbridge LLC
other than Highbridge/Zwirn Special Opportunities Fund, L.P., a
Delaware limited partnership ("Highbridge/Zwirn L.P."), with respect
to the Shares directly owned by Summitbridge LLC;
(iii) Drawbridge Special Opportunities Advisors LLC, a Delaware
limited liability company ("Drawbridge Advisors"), which acts as
advisor to Drawbridge LP, with respect to the Shares directly owned
by Summitbridge LLC;
(iv) Fortress Investment Group LLC, a Delaware limited liability
company ("Fortress"), which is the managing member of Drawbridge
Advisors, with respect to the Shares directly owned by Summitbridge
LLC;
(v) Highbridge/Zwirn L.P. is the sole member of Summitbridge LLC
other than Drawbridge LP, with respect to the Shares directly owned
by Summitbridge LLC;
(vi) Highbridge/Zwirn Capital Management, LLC, a Delaware limited
liability company ("HZCM") is the trading manager of Highbridge/Zwirn
L.P., with respect to the Shares directly owned by Summitbridge LLC;
(vii) D.B. Zwirn & Co., LLC, is the managing member of HZCM
with respect to the Shares directly owned by Summitbridge LLC; and
(viii) Daniel B. Zwirn, is an individual and is the managing member
of D.B. Zwirn & Co., LLC.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with
respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate party.
CUSIP No. 655107100 13D Page 11 of 39 Pages
(b) The address of the principal office of Summitbridge LLC, Drawbridge LP,
Drawbridge Advisors and Fortress is c/o Fortress Investment Group, 1251 Avenue
of the Americas, Suite 1600, New York, New York 10020, Attention: Kevin Treacy.
The address of the principal office of Highbridge/Zwirn L.P., HZCM, D.B. Zwirn &
Co., LLC, and Daniel B. Zwirn is 9 West 57th St., 27th Floor, New York, New York
10019, Attention: Daniel B. Zwirn.
(c) The principal business of each of Summitbridge LLC, Drawbridge LP, Fortress
and Highbridge/Zwirn L.P. is that of an investment fund. The principal business
of Drawbridge Advisors, HZCM and D.B. Zwirn & Co., LLC is that of an investment
manager.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) Each of Summitbridge LLC, Drawbridge Advisors, Fortress, HZCM, and D.B.
Zwirn & Co., LLC, is a limited liability company organized under the laws of the
State of Delaware. Each of Drawbridge LP and Highbridge/Zwirn L.P. is a limited
partnership formed under the laws of the State of Delaware. Daniel B. Zwirn is a
citizen of the United States.
Item 3. Source and Amount of Funds and Other Consideration.
The Shares owned directly by Summitbridge LLC, and the Shares beneficially
owned indirectly by Drawbridge LP, Drawbridge Advisors, Fortress,
Highbridge/Zwirn L.P., HZCM, D.B. Zwirn & Co., LLC, and Daniel B. Zwirn, were
received by Summitbridge LLC pursuant to that certain Loan Sale Agreement (the
"Loan Sale Agreement") dated as of October 16, 2003 by and among Summitbridge
LLC and Provident Bank. Pursuant to the Loan Sale Agreement, Summitbridge LLC
purchased, for an aggregate purchase price of $6,980,784, $8,000,000 principal
amount of loans, 3,214,748 shares of Common Stock of the Company, 4,929,275
Shares of convertible Preferred Stock of the Company which are convertible into
1,643,092 shares of Common Stock, and Warrants to purchase 385,000 shares of
Common Stock. The Purchase Price was allocated by Summitbridge LLC as follows:
$6,423,000 was allocated to the loans, $344,376 was allocated to the Common
Stock, $176,014.28 was allocated to the Preferred Stock and $37,393 was
allocated to the Warrants.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Shares by the Reporting Persons was
for investment and was not made for the purpose of acquiring control of the
Company. Although the acquisition of the Shares by the Reporting Persons is for
investment purposes, each Reporting Person may pursue discussions with
management to maximize long-term value for shareholders. Each of the Reporting
Persons may make further purchases of shares of Common Stock and Preferred Stock
from time to time and may dispose of any or all of the Shares held by it at any
time. None of the Reporting Persons has any plans or proposals which relate to,
or could result in, any of the matters referred to in paragraphs (b) through
CUSIP No. 655107100 13D Page 12 of 39 Pages
(j), inclusive, of Item 4 of the Schedule 13D. Each of the Reporting Persons
may, at any time and from time to time, review or reconsider its position and
formulate plans or proposals with respect thereto, but has no present intention
of doing so.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Parties may be deemed to beneficially own
(as that term is defined in Rule 13d-3 under the Exchange Act), in the
aggregate, 5,242,840 Shares representing approximately 28.8% of the Shares
outstanding. (The percentage of Shares reported herein is based upon the
16,166,158 shares of Common Stock issued and outstanding by the Issuer, such
number being the shares of Common Stock issued and outstanding as of November 7,
2003, as reported on the Issuer's form 10-Q for the period ended September 30,
2003, 1,643,092 shares of Common Stock which may be issued upon the conversion
of the Preferred Stock held by Summitbridge LLC, and 385,000 shares of Common
Stock which may be issued upon the exercise of the Warrants held by Summitbridge
LLC). Each of Drawbridge LP, Drawbridge Advisors, Fortress, Highbridge/Zwirn
L.P., HZCM, D.B. Zwirn & Co., LLC, and Daniel B. Zwirn disclaims any beneficial
ownership of the Shares owned by Sumitbridge LLC except to the extent of its
pecuniary interests in such Shares.
(b) Each of the Reporting Parties has sole voting and dispositive
power over 0 Shares. The Shares are subject to an Indiana Statute relating to
control share acquisitions which provides that shares of voting stock of an
issuing public corporation that would otherwise grant the holder thereof in
excess of a 20% vote for the election of directors of such corporation will not
grant voting power to such holder unless or until uninterested shareholders of
such corporation vote to grant voting rights to such holder. No vote of
shareholders of the Company has been taken to determine the voting rights of
Summitbridge LLC. Therefore, each of the reporting persons has shared voting
power over 0 Shares. Each of the Reporting Persons has shared dispositive power
over 5,242,840 Shares.
(c) The trading date, number of Shares acquired and the price per
share for all transactions related to Shares by the Reporting Persons for the
last sixty days are set forth in Schedule I hereto and are incorporated herein
by reference.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 655107100 13D Page 13 of 39 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to Rule 13d-1(k), the Reporting Persons have entered into
an agreement with respect to the joint filing of this statement and any
amendment or amendments hereto, which is attached as Exhibit 1 and is
incorporated herein by reference.
Pursuant to an assignment agreement, a copy of which is filed
herewith as Exhibit 3 (the "Assignment Agreement"), Provident Bank assigned a
warrant, a copy of which is filed herewith as Exhibit 2 (the "Warrant") issued
by the Company on August 13, 1998, for 385,000 Shares, to Summitbridge LLC. The
Warrant provides an expiration date of December 31, 2001, but pursuant to a
letter from Provident Bank to the Company dated March 21, 2003, a copy of which
is filed herewith as Exhibit 4, (the "Warrant Extension Letter"), the expiration
date of the Warrant was extended to December 31, 2005.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1, a written agreement relating
to joint filing as required by Rule 13 d-1(k).
There is filed herewith as Exhibit 2, the Warrant.
There is filed herewith as Exhibit 3, the Assignment Agreement.
There is filed herewith as Exhibit 4, the Warrant Extension Letter.
CUSIP No. 655107100 13D Page 14 of 39 Pages
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: February 11, 2004
SUMMITBRIDGE NATIONAL INVESTMENTS LLC
By: /s/ Kevin Treacy
----------------------------------------
Name: Kevin Treacy
Title: Secretary
DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
By: DRAWBRIDGE SPECIAL OPPORTUNITIES
ADVISORS LLC,
its advisor
By: /s/ Kevin Treacy
----------------------------------------
Name: Kevin Treacy
Title: Chief Financial Officer
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS, LLC
By: /s/ Kevin Treacy
----------------------------------------
Name: Kevin Treacy
Title: Chief Financial Officer
FORTRESS INVESTMENT GROUP, LLC
By: /s/ Randal A. Nardone
----------------------------------------
Name: Randal A. Nardone
Title: Chief Operating Officer
HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
By: HIGHBRIDGE/ZWIRN CAPITAL MANAGEMENT, LLC,
its Trading Manager
By: D.B. ZWIRN & CO., LLC,
its Managing Member
By: /s/ Daniel B. Zwirn
----------------------------------------
Name: Daniel B. Zwirn
Title: Managing Member
CUSIP No. 655107100 13D Page 15 of 39 Pages
HIGHBRIDGE/ZWIRN CAPITAL MANAGEMENT, LLC
By: D.B. ZWIRN & CO., LLC,
its Managing Member
By: /s/ Daniel B. Zwirn
--------------------------
Name: Daniel B. Zwirn
Title: Managing Member
D.B. ZWIRN & CO., LLC
By: /s/ Daniel B. Zwirn
--------------------------
Name: Daniel B. Zwirn
Title: Managing Member
DANIEL B. ZWIRN
By: /s/ Daniel B. Zwirn
------------------------
DANIEL B. ZWIRN
CUSIP No. 655107100 13D Page 16 of 39 Pages
Schedule I
---------------------------- ------------------------- -------------------------- ----------------------------
Reporting Person Date of Transaction Number of Shares Purchased Price per Share
---------------------------- ------------------------- -------------------------- ----------------------------
Summitbridge LLC October 17, 2003 3,214,748 shares of
Common Stock $0.11
---------------------------- ------------------------- -------------------------- ----------------------------
Summitbridge LLC October 17, 2003 4,929,275 shares of
Preferred Stock [1] $0.11
---------------------------- ------------------------- -------------------------- ----------------------------
Summitbridge LLC October 17, 2003 Warrants to purchase
385,000 shares of Common $0.10
Stock
---------------------------- ------------------------- -------------------------- ----------------------------
----------------------
1 4,929,275 Shares of Preferred Stock of the Company, which is convertible
into 1,643,092 Shares of Common Stock.
CUSIP No. 655107100 13D Page 17 of 39 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)
Summitbridge National Investments LLC, Drawbridge Special Opportunities Fund,
LP, Drawbridge Special Opportunities Advisors, LLC, Fortress Investment Group
LLC, Highbridge/Zwirn Special Opportunities Fund L.P., Highbridge/Zwirn Capital
Management LLC, D.B. Zwirn & Co., LLC and Daniel B. Zwirn hereby agree that
this Schedule 13D filed herewith and any amendments thereto relating to the
holding of shares of Common Stock of Noble Roman's Inc. and securities
convertible or exercisable into shares of Common Stock of Noble Roman's Inc. is
filed jointly on behalf of such persons.
DATED: February 11, 2004
SUMMITBRIDGE NATIONAL INVESTMENTS LLC
By: /s/ Kevin Treacy
-------------------------------------
Name: Kevin Treacy
Title: Secretary
DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
By: DRAWBRIDGE SPECIAL OPPORTUNITIES
ADVISORS LLC,
its advisor
By: /s/ Kevin Treacy
-------------------------------------
Name: Kevin Treacy
Title: Chief Financial Officer
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS, LLC
By: /s/ Kevin Treacy
-------------------------------------
Name: Kevin Treacy
Title: Chief Financial Officer
FORTRESS INVESTMENT GROUP, LLC
By: /s/ Randal A. Nardone
-------------------------------------
Name: Randal A. Nardone
Title: Chief Operating Officer
CUSIP No. 655107100 13D Page 18 of 39 Pages
HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND,
L.P.
By: HIGHBRIDGE/ZWIRN CAPITAL MANAGEMENT, LLC,
its Trading Manager
By: D.B. ZWIRN & CO., LLC,
its Managing Member
By: /s/ Daniel B. Zwirn
-------------------------------------
Name: Daniel B. Zwirn
Title: Managing Member
HIGHBRIDGE/ZWIRN CAPITAL MANAGEMENT, LLC
By: D.B. ZWIRN & CO., LLC,
its Managing Member
By: /s/ Daniel B. Zwirn
-------------------------------------
Name: Daniel B. Zwirn
Title: Managing Member
D.B. ZWIRN & CO., LLC
By: /s/ Daniel B. Zwirn
-------------------------------------
Name: Daniel B. Zwirn
Title: Managing Member
/s/ Daniel B. Zwirn
-------------------------------------
DANIEL B. ZWIRN
CUSIP No. 655107100 13D Page 19 of 39 Pages
EXHIBIT 2
The Securities represented hereby have been acquired for investment, have not
been registered under the Securities Act of 1933 or state securities laws, and
may not be sold, exchanged or transferred in any manner, except in compliance
with applicable law and Section 4 hereof.
Warrant Certificate No. 3-1998 Warrants for 385,000 Shares
Original Issue Date: August 13, 1998 Purchase Price $.01 Per Share
WARRANT TO PURCHASE COMMON STOCK
OF
NOBLE ROMAN'S, INC.
CUSIP No. 655107100 13D Page 20 of 41 Pages
TABLE OF CONTENTS
Page
1. The Warrants...........................................................21
2. Exercise...............................................................21
2.1 Partial Exercise.................................................22
2.2 Net Issue Exercise...............................................22
3. Payment of Taxes.......................................................23
4. Transfer and Exchange..................................................23
4.1 Exchanges.....................................................24
5. Adjustments............................................................24
5.1 Adjustments for Additional Issue or Sale of Common Stock.........24
5.2 Reorganization, Consolidation, Merger............................28
5.3 No Dilution or Impairment........................................28
5.4 Certificate as to Adjustments....................................29
5.5 Notices of Record Date...........................................29
6. Loss or Mutilation.....................................................30
7. Reservation of Common Stock............................................30
8. Registration...........................................................30
8.1 Authorized Transfers.............................................30
8.2 Demand Registration..............................................30
8.3 Optional Registration............................................31
8.4 Other Registrations..............................................32
8.5 Exchange Listing.................................................32
8.6 Registration Obligations.........................................32
8.7 Expenses.........................................................32
8.8 Indemnity to Holders.............................................32
8.9 Indemnity to Company.............................................32
8.10 Termination of Registration Obligations..........................33
8.11 No Warrant Registration..........................................33
8.12 Rule 144 Information.............................................33
9. Information............................................................33
10. Notices................................................................33
11. Change, Waiver.........................................................34
12. Headings...............................................................34
13. Law Governing..........................................................34
CUSIP No. 655107100 13D Page 21 of 39 Pages
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT, HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993 OR STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, EXCHANGED OR TRANSFERRED IN ANY MANNER IN COMPLIANCE WITH
APPLICABLE LAW AND SECTION 4 HEREOF.
Warrant Certificate No. 3-1998 Warrants for 385,000 Shares
Original Issue Date: August 13, 1998 Purchase Price $.01 Per Share
WARRANT TO PURCHASE COMMON STOCK
OF
NOBLE ROMAN'S, INC.
This certifies that THE PROVIDENT BANK, or permitted assigns under
Section 4, is entitled, subject to the terms set forth below, at any time from
and after the Original Issue Date set forth above until 5:00 P.M., Eastern time,
on the 31st day of December, 2001, to purchase from NOBLE ROMAN'S, INC., (the
"Company"), an Indiana corporation, up to 385,000 full paid and non-assessable
shares of the Company's Common Stock upon surrender hereof, at the principal
office of the Company, with the subscription form annexed hereto duly executed,
and simultaneous payment therefor, at the purchase price per share of $.01, as
such price may be adjusted pursuant to this warrant (the "Purchase Price"). The
number and character of such shares of Common Stock are subject to adjustment as
provided below, and the term "Common Stock" shall mean, unless the context
otherwise requires, the stock and other securities and property at the time
receivable upon the exercise of this Warrant.
THE WARRANTS. The term "Warrants" as used herein shall include all Warrants
issued pursuant hereto and also any warrants delivered in substitution or
exchange therefor as provided herein. This Warrant does not entitle the holder
to any rights as a stockholder of the Company.
EXERCISE. Subject to compliance with the provisions of Section 8 below, this
Warrant may be exercised, during the period of exercise specified above, at any
time or from time to time, on any business day, for the full number of shares of
Common Stock called for hereby, by surrendering it at the principal office of
the Company, One Virginia Avenue, Suite 800, Indianapolis, Indiana 46204 with
the subscription form fully executed, together with payment in cash or
immediately available funds of the sum obtained by multiplying (a) the number of
shares of Common Stock called for on the face of this Warrant (without giving
effect to any adjustment therein) by (b) the Purchase Price (without giving
effect of any adjustment therein).
All or any part of such payment may be made by the surrender by such
holder to the Company, at the aforesaid office of any instrument evidencing
indebtedness of the Company, which at the date of issue thereof had a maturity
of one year or more. All indebtedness so surrendered shall be credited against
such purchase price in an amount equal to the outstanding principal amount
thereof plus accrued interest to the date of surrender.
CUSIP No. 655107100 13D Page 22 of 39 Pages
The exercise price may also be paid by surrendering the right to a
number of shares issuable upon exercise of the Warrant that have a fair market
value equal to or greater than the required exercise price. The fair market
value shall be the last reported sale price of the Common Stock on the prior
business day or, in case no such reported sales take place on such day, the
average of the last reported bid and asked price of the Common Stock on such
day, in either case on the principal national securities exchange on which the
Common Stock is admitted to trading or listed, or if not so admitted or listed,
the average of the closing bid and asked price of the Common Stock as reported
by NASDAQ or if not so available as reasonably determined by the Board of
Directors of the Company.
If the Warrant is exercised at a time when the Common Stock issuable
upon such exercise has not been registered under the Securities Act of 1933 and
applicable state securities laws, the Common Stock issued upon such exercise
shall contain a legend to that effect and shall refer to Section 8 of this
Agreement.
A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date of its surrender for exercise as provided
above, and the person entitled to receive the shares of Common Stock issuable
upon such exercise shall be treated for all purposes as the holder of such
shares of record as of the close of business on such date. As soon as
practicable on or after such date, but in any event within ten (10) business
days thereafter, the Company shall issue and deliver to the person or persons
entitled to receive the same certificate or certificates for the number of full
shares of Common Stock issuable upon such exercise, together with cash, in lieu
of any fraction of a share, equal to such fraction of the then current market
value of one full share.
PARTIAL EXERCISE. This Warrant may be exercised for less than the full number of
shares of Common Stock at any time called for hereby from time to time in the
manner set forth in Section 2. Upon any partial exercise, the number of shares
receivable upon the exercise of this Warrant as a whole, and the sum payable
upon the exercise of this Warrant as a whole, shall be proportionately reduced.
Upon such partial exercise, this Warrant shall be surrendered and a new Warrant
of the same tenor and for the purchase of the number of such shares not
purchased upon such exercise shall be issued by the Company to the registered
holder hereof.
NET ISSUE EXERCISE. Notwithstanding any provisions herein to the contrary, if
the Market Price (as defined below) for one share of Common Stock is greater
than the Purchase Price (on the date of exercise of all or a part of this
Warrant), in lieu of exercising this Warrant for cash, the Holder may elect to
receive Common Stock equal to the value (as determined below) of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the
principal office of the Company, together with the form of Election to Exercise
attached hereto fully executed, in which event the Company shall issue to the
Holder that number of Shares of Common Stock computed using the following
formula:
X = Y x (A-B) / A
Where Y = the aggregate number of Shares of Common Stock
purchasable under this Warrant or, if only a portion
of this Warrant is being exercised, the number of
CUSIP No. 655107100 13D Page 23 of 39 Pages
Shares of Common Stock for which this Warrant is
being exercised (at the date of such calculation)
A = Market Price of one Share of Common Stock (at the
date of such calculation)
B = Purchase Price (as adjusted to the date of such
calculation).
"MARKET PRICE" shall mean, if the Common Stock is traded on a national
securities exchange, the NASDAQ National Market System or the over-the-counter
market, the last reported sale price on the business date prior to valuation of
the Common Stock on the NASDAQ National Market System or if no sale took place
the average of the bid and asked prices on the over-the-counter market on such
date. If the Common Stock is not so traded, "Market Price" shall be the value of
one share of Common Stock as reasonably determined by the board of directors of
the Company; provided, however, that if Holder objects to such determination by
the Board of Directors, then such value shall be determined by appraisal by an
independent investment banking firm selected by the Company and acceptable to
the Holder; provided, further, that if the Holder and the Company cannot agree
on such investment banking firm, such appraised value shall be determined by
averaging the appraised values calculated by (a) an independent investment
banking firm selected by the Company; (b) an independent investment banking firm
selected by the Holder; and (c) an independent investment banking firm selected
by the investment banking firms selected by the Company and the Holder. Each
such appraisal shall be at the Company's expense if the ultimate price per share
is determined to be 25% or more greater than the price per share determined by
the Board of Directors and in all other cases at the Holder's expense.
PAYMENT OF TAXES. All shares of Common Stock issued upon the exercise of a
Warrant shall be validly issued, fully paid and non-assessable and free of
claims of pre-emptive rights, and the Company shall pay all issuance taxes and
similar governmental charges that may be imposed in respect of the issue or
delivery thereof, but in no event shall the Company pay a tax on or measured by
the net income or gain attributable to such exercise. The Company shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer of a Warrant or any transfer involved in the issue of any certificate
for shares of Common Stock in any name other than that of the registered holder
of the Warrant surrendered in connection with the purchase of such shares, and
in such case the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been
established to the Company's satisfaction that no tax or other charge is due.
TRANSFER AND EXCHANGE. This Warrant shall be transferable in whole or in part
only to "accredited investors" or "qualified institutional buyers" in each case
as defined in the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, except the holder hereof represents that it
is acquiring the Warrants for its own account and for the purpose of investment
and not with a view to any distribution or resale thereof within the meaning of
the Securities Act of 1933. The holder further agrees that it will not sell,
assign or transfer any of the Warrants so acquired in violation of the
Securities Act of 1933 or any applicable state securities law and that no such
transfer will be made until the Company shall have received from counsel for the
holder reasonably satisfactory to the Company an opinion to the effect that the
proposed sale or other transfer of the Warrants by the holder may be effected
without such violation. The holder acknowledges that, in taking unregistered
CUSIP No. 655107100 13D Page 24 of 39 Pages
Warrants, it must continue to bear the economic risk of its investment for an
indefinite period of time because of the fact that such Warrants have not so
been registered and further realizes that such Warrants cannot be sold unless
they are subsequently registered under the Securities Act of 1933 and applicable
state securities laws or an exception from such registration requirements is
available. The holder also acknowledges that the Company is not obligated to and
does not intend to register the Warrants and that appropriate legends reflecting
the status of the Warrants under securities laws may be placed on the face of
the Warrant certificates both at the time of their original issue and any
transfer and delivery to the holder hereof. The transfer of shares issuable upon
exercise of this Warrant is governed by Section 8 hereof.
EXCHANGES. This Warrant is exchangeable at the principal office of the Company
for Warrants for the same aggregate number of shares of Common Stock, each new
Warrant to represent the right to purchase such number of shares as the holder
shall designate at the time of such exchange.
ADJUSTMENTS.
ADJUSTMENTS FOR ADDITIONAL ISSUE OR SALE OF COMMON STOCK. In case at any time or
from time to time on or after the Original Issue Date, the Company shall issue
or sell shares of its Common Stock (other than those excepted by Section 5.1.7)
for a consideration per share less than the Market Price, then and in each such
case the holder of this Warrant, upon the exercise hereof as provided in Section
2, shall be entitled to receive, in lieu of the shares of Common Stock
theretofore receivable upon the exercise of this Warrant, a number of shares of
Common Stock determined by (a) dividing the Purchase Price by an Adjusted
Purchase Price to be computed as provided below in this Section 5.1, and (b)
multiplying the resulting quotient by the number of shares of Common Stock
called for on the face of this Warrant. Such Adjusted Purchase Price shall be
computed (to the nearest cent, a half cent or more being considered a full cent)
by dividing:
the sum of (x) the result obtained by multiplying the number of shares of Common
Stock of the Company outstanding immediately prior to such issue or sale by the
Purchase Price (or, if an Adjusted Purchase Price shall be in effect by reason
of a previous adjustment under this Section 5.1, by such Adjusted Purchase
Price), and (y) the consideration, if any, received by the Company upon such
issue or sale; by
the number of shares of Common Stock of the Company outstanding immediately
after such issue or sale.
No adjustment of the Purchase Price, or Adjusted Purchase Price if in effect,
however, shall be made in an amount less than $.01 per share, but any such
lesser adjustment shall be carried forward and shall be made at the time and
together with the next subsequent adjustment which together with any adjustments
as so carried forward shall amount to $.01 per share or more. For the purpose of
this Section 5.1, the following Sections 5.1.1 to 5.1.7 shall be applicable;
(1) DIVIDENDS IN COMMON STOCK OR CONVERTIBLE SECURITIES. In case at any time on
or after the Original Issue Date, the Company shall declare any dividend or
order any other distribution, upon any stock of the Company of any class payable
CUSIP No. 655107100 13D Page 25 of 39 Pages
in Common Stock, or in any stock or other securities directly or indirectly
convertible into or exchangeable for Common Stock (any such stock or other
securities being hereinafter called "Convertible Securities"), such declaration
or distribution shall be deemed to be an issue and sale (as of the record date),
without consideration, of such Common Stock or the Common Stock covered by such
Convertible Securities, as the case may be.
DIVIDENDS IN OTHER STOCK, SECURITIES OR PROPERTY. In case at any time on or
after the Original Issue Date, the Company shall declare any dividend or order
any other distribution, upon any class of stock of the Company payable in stock
of the Company of a different class (other than Common Stock or Convertible
Securities covered by Section 5.1.1(a)), other securities of the Company or
other property of the Company (other than cash), such declaration or
distribution shall be deemed an issue and sale, without consideration, of shares
of Common Stock in an amount determined as follows:
the value of such distributed stock, securities, or property shall be determined
in good faith by the Board of Directors of the Company as of the record date of
the dividend or distribution;
the value of a share of the Common Stock shall be determined in good faith by
the Board of Directors of the Company as of the record date of the aforesaid
dividend or distribution;
the amount determined under clause (i) shall be divided by the amount determined
under clause (ii) and the quotient to the next higher full number shall be
deemed the number of shares of Common Stock of the Company issued, without
consideration, by reason of said dividend or distribution.
Provided, however, that in the event of a distribution to shareholders
of stock of a subsidiary or securities convertible into or exercisable for
such stock, the holder of this Warrant, upon the exercise hereof as
provided in Section 2, at any time after such distribution, shall be
entitled to receive the stock or other securities to which such holder
would have been entitled if such holder had exercised this Warrant
immediately prior thereto, all subject to further adjustment as provided in
Section 5.1, and no Common Stock shall have been deemed to have been
issued.
DIVIDENDS IN CASH OUT OF CAPITAL OR SURPLUS. In case at any time on or after the
Original Issue Date, the Company shall declare any dividend or order any other
distribution upon any stock of the Company, in cash paid or payable out of
stated capital or paid-in surplus or surplus created as a result of a
re-evaluation of property (determined in each case on a consolidated basis) then
to the extent that the amount so paid or payable shall exceed the earned surplus
on a consolidated basis, such excess shall be deemed an issue and sale (as of
the record date), without consideration, of shares of Common Stock in an amount
determined as follows:
the value of a share of Common Stock, as of the record date, shall be determined
in good faith by the Board of Directors of the Company;
CUSIP No. 655107100 13D Page 26 of 39 Pages
amount of said excess shall be divided by the value determined under clause (i)
and the quotient so determined to the next higher whole number shall be deemed
the number of shares of Common Stock issued and sold without consideration.
RECLASSIFICATION. In case at any time on or after the Original Issue Date, the
Company shall order any distribution of any stock of the Company (including
Common Stock) or other securities of the Company (including Convertible
Securities) or property (including cash) by way of stock split, spin-off,
split-up, reclassification, reverse stock split, combination of shares or
similar corporate rearrangement, such distribution shall be deemed an issue and
sale, without consideration, of shares of Common Stock as follows:
in the case of a distribution in shares of the Common Stock in the amount of
said distribution;
in the case of a distribution of Convertible Securities as provided in Section
5.1.2;
in the case of a distribution of other stock, securities or property (including
cash) as provided in Section 5.1.1(b) (for this purpose treating cash as other
property).
ISSUANCE OR SALE OF CONVERTIBLE SECURITIES. In case at any time on or after the
Original Issue Date, the Company shall issue or sell any Convertible Securities,
there shall be determined the price per share for which Common Stock is issuable
upon the conversion or exchange thereof, such determination to be made by
dividing (a) the total amount received or receivable by the Company as
consideration for the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange thereof, by (b) the maximum number of
shares of Common Stock of the Company issuable upon conversion or exchange of
all of such Convertible Securities; and such issue or sale shall be deemed to be
an issue or sale for cash (as of the date of issue or sale of such Convertible
Securities) of such maximum number of shares of Common Stock at the price per
share so determined.
If such Convertible Securities shall by their terms provide for an
increase or increases, with the passage of time, in the amount of
additional consideration, if any, payable to the Company, or in the rate of
exchange, upon the conversion or exchange thereof, the Adjusted Purchase
Price shall, forthwith upon any such increase becoming effective, be
readjusted (but to no greater extent than originally adjusted) to reflect
the same.
If any rights of conversion or exchange evidenced by such Convertible
Securities shall expire without having been exercised, the Adjusted
Purchase Price shall forthwith be readjusted to be the Adjusted Purchase
Price which would have been in effect had an adjustment been made on the
basis that the only shares of Common Stock actually issued or sold were
those issued upon the conversion or exchange of such Convertible
Securities, and that they were issued or sold for the consideration
CUSIP No. 655107100 13D Page 27 of 39 Pages
actually received by the Company upon such conversion or exchange, plus the
consideration, if any, actually received by the Company for the issue or
sale of each of the Convertible Securities as were actually converted or
exchanged.
GRANT OF RIGHTS, WARRANTS OR OPTIONS FOR COMMON STOCK. In case at any time on or
after the Original Issue Date, the Company shall grant any rights, warrants or
options to subscribe for, purchase or otherwise acquire Common Stock (other than
those excepted by Section 5.1.7), there shall be determined the minimum price
per share for which Common Stock is issuable upon the exercise of such rights,
warrant or options, such determination to be made by dividing (a) the total
amount, if any, received or receivable by the Company as consideration for the
granting of such rights, warrants or options, plus the minimum aggregate amount
of' additional consideration payable to the Company upon the exercise of such
rights, warrants or options, by (b) the maximum number of shares of Common Stock
of the Company issuable upon the exercise of such rights, warrants or options;
and such grant shall be deemed to be an issue or sale for cash (as of the date
of the granting of such rights, warrants or options) of such maximum number of
shares of Common Stock at the price per share so determined.
If such rights, warrants or options shall by their terms provide for
an increase or increases, with the passage of time, in the amount of
additional consideration payable to the Company upon the exercise thereof,
the Adjusted Purchase Price shall, forthwith upon any such increase
becoming effective, be readjusted (but to no greater extent than originally
adjusted) to reflect the same.
If any such rights, warrants or options shall expire without having
been exercised, the Adjusted Purchase Price shall forthwith be readjusted
to the Adjusted Purchase Price which would have been in effect had an
adjustment been made on the basis that the only shares of Common Stock so
issued or sold were those actually issued or sold upon the exercise of such
rights, warrants or options and that they were issued or sold for the
consideration actually received by the Company upon such exercise, plus the
consideration, if any, actually received by the Company for the granting of
all such rights, warrants or options.
DETERMINATION OF CONSIDERATION. Upon any issuance or sale for a consideration
other than cash, or a consideration part of which is other than cash, of any
shares of Common Stock or Convertible Securities or any rights or options to
subscribe for, purchase or otherwise acquire any Common Stock or Convertible
Securities, the amount of the consideration other than cash received by the
Company shall be deemed to be the fair value of such consideration as determined
in good faith by the Board of Directors of the Company. In case any Common Stock
or Convertible Securities or any rights or options to subscribe for, purchase or
otherwise acquire any Common Stock or Convertible Securities shall be issued or
sold together with other stock or securities or other assets of the Company for
a consideration which covers both, the consideration for the issue or sale of
such Common Stock or Convertible Securities or such rights or options shall be
deemed to be the portion of such consideration allocated thereto in good faith
by the Board of Directors of the Company.
SHARES CONSIDERED OUTSTANDING. The number of shares of Common Stock outstanding
at any given time shall include shares issuable in respect to scrip certificates
CUSIP No. 655107100 13D Page 28 of 39 Pages
issued in lieu of fractions of shares of Common Stock, but shall exclude shares
held in the treasury of the Company or by subsidiaries of the Company.
DURATION OF ADJUSTMENT PURCHASE PRICE. Following each computation or
readjustment of an Adjusted Purchase Price as provided in this Section 5.1, the
new Adjusted Purchase Price shall remain in effect until a further computation
or readjustment thereof is required by this Section 5.1.
EXCEPTED ISSUES AND SALES. No adjustments pursuant to this Section 5.1 shall be
made in respect of (a) the issuance of shares of Common Stock upon exercise of
Warrants issued pursuant to the Agreement; (b) the issuance of options or shares
of Common Stock upon the exercise of options granted pursuant to any stock
option plan for employees or directors of the Company and exercisable at prices
not less than the Market Price at the time of grant; (c) the exercise of
warrants or the conversion of Convertible Securities to the extent that such
warrants or Convertible Securities were outstanding on November 30, 1995
(including that Warrant issued to Oppenheimer & Co.) and exercisable at prices
not less than the Market Price at the time of grant or issuance of such warrant
or Convertible Securities; and (d) the issuance of up to 175,000 shares of
Common Stock upon conversion of indebtedness of the Company. The number of
shares of Common Stock referred to in this subparagraph shall be proportionately
adjusted to reflect any reclassification, subdivision or combination of Common
Stock or any distribution or dividends on the Common Stock, payable in Common
Stock.
REORGANIZATION, CONSOLIDATION, MERGER. In case of any reorganization of the
Company (or any other corporation the stock or other securities of which are at
the time receivable on the exercise of this Warrant) after the Original Issue
Date, or in case, after such date, the Company (or any such other corporation)
shall consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation, then and in each such
case the holder of this Warrant, upon the exercise hereof as provided in Section
2, at any time after the consummation of such reorganization, consolidation,
merger or conveyance, shall be entitled to receive, in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such consummation, the stock or other securities or property to which such
holder would have been entitled upon such consummation if such holder had
exercised this Warrant immediately prior thereto, all subject to further
adjustment as provided in Section 5. In each such case the terms of this Warrant
shall be applicable to the shares of stock or other securities or property
receivable upon the exercise of this Warrant after such consummation.
NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its certificate
of incorporation or through reorganization, consolidation, merger, dissolution,
issue or sale of securities, sale of assets or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of the
Warrants, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate in order to protect the rights of the holders of the Warrants
against dilution or other impairment. Without limiting the generality of the
foregoing, the Company (a) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable shares upon the exercise of all Warrants at the time
CUSIP No. 655107100 13D Page 29 of 39 Pages
outstanding, and (b) will take no action to amend its certificate of
incorporation or by-laws which would change to the detriment of the holders of
Common Stock (whether or not any Common Stock be at the time outstanding) the
dividend or voting rights of the Company's Common Stock; provided that nothing
herein contained shall prohibit the issuance and sale of Preferred Stock of the
Company at fair market value. In this regard, the Company shall be deemed to
have undertaken a fiduciary duty with respect to the holders of the Warrants.
CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in the shares of
Common Stock or other stock, securities or property receivable on the exercise
of the Warrants, the Company shall compute such adjustment in accordance with
the terms of the Warrants and prepare a certificate setting forth such
adjustment and showing in detail the facts upon which such adjustment is based,
including a statement of: (a) the consideration received or to be received by
the Company for any additional shares of Common Stock issued or sold or deemed
to have been sold; (b) the number of shares of Common Stock outstanding or
deemed to be outstanding; and (c) the Adjusted Purchase Price, certified to by
the President of the Company; provided, however, that if the Holder reasonably
objects to such determination, the Company shall cause a firm of independent
certified public accountants of recognized standing selected by the Company (who
may be the accountants then auditing the books of the Company) to compute such
adjustment in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based. All fees and expenses of such independent
certified public accountants shall be paid (i) by the Holder if the computation
is the same as or less than that made by the Company or (ii) by the Company if
the computation is greater than that made by the Company. The Company will
forthwith mail a copy of the certificate to each holder of a Warrant at the time
outstanding.
NOTICES OF RECORD DATE. In case:
the Company shall take a record of the holders of its Common Stock (or other
stock or securities at the time receivable upon the exercise of the Warrants)
for the purpose of entitling them to receive any dividend or other distribution,
or any right to subscribe for or purchase any shares of stock of any class or
any securities, or to receive any other right, or
of any capital reorganization of the Company, any reclassification of the
capital stock of the Company, any consolidation or merger of the Company with or
into another corporation, except for mergers into the Company of subsidiaries
whose assets are less than 10% of the total assets of the Company and its
consolidated subsidiaries, or any conveyance of all or substantially all of the
assets of the Company to another corporation, or
of any voluntary dissolution, liquidation or winding-up of the Company;
then, and in each such case, the Company will mail or cause to be mailed, to
each holder of a Warrant at the time outstanding a notice specifying, as the
case may be, the date on which a record is to be taken for the purpose of such
dividend, distribution or right, and stating the amount and character of such
dividend, distribution or right, or the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any, to be fixed as of which the
holders of record of Common Stock (or such stock or securities at the time
receivable upon the exercise of the Warrants) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
CUSIP No. 655107100 13D Page 30 of 39 Pages
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such
notice shall be mailed at least ten (10) days prior to the date therein
specified. The rights to notice provided in this Section are in addition to the
rights provided elsewhere herein but the failure to give such notice shall not
invalidate any such corporate action.
LOSS OR MUTILATION. Upon receipt by the Company of evidence satisfactory to it
in the exercise of reasonable discretion, of the ownership of and the loss,
theft, destruction or mutilation of any Warrant and, in the case of loss, theft
or destruction, of indemnity satisfactory to it in the exercise of reasonable
discretion, and, in the case of mutilation, upon surrender and cancellation
thereof, the Company will execute and deliver in lieu thereof a new Warrant of
like tenor except that no such indemnity shall be required from The Provident
Bank or any of its affiliates.
RESERVATION OF COMMON STOCK. The Company shall at all times reserve and keep
available for issue upon the exercise of Warrants such number of its authorized
but unissued shares of Common Stock as will be sufficient to permit the exercise
in full of all outstanding Warrants.
REGISTRATION. The holder of this Warrant, by acceptance hereof, agrees prior to
any transfer of Warrants or Common Stock issued or issuable upon exercise hereof
to give written notice to the Company expressing such holder's intention to
effect such transfer and describing briefly the manner of the proposed transfer
of such Warrants or Common Stock. Promptly upon receiving such notice, the
Company shall present copies thereof to its counsel and the provisions of the
following subdivision shall apply:
AUTHORIZED TRANSFERS. If in the opinion of such counsel, concurred in by counsel
for the holders of such Warrants or Common Stock, the proposed transfer of the
Warrants or Common Stock issued or issuable upon the exercise hereof may be
effected without registration under the Securities Act of 1933 or pursuant to
any applicable state securities laws, the Company, as promptly as practicable,
shall notify the holder of such Warrants or Common Stock hereof of such opinion,
whereupon such holder shall be entitled, but only in accordance with the terms
of the notice delivered by such holder to the Company, to transfer such Warrants
or Common Stock.
DEMAND REGISTRATION. If, in the opinion of such counsel or in the opinion of the
holders of Warrants or Common Stock desiring such transfer, such proposed
transfer may not be effected without such registration of the Common Stock
issued or issuable upon the exercise hereof, and if after written notice of such
opinion to said holder, or if at any time, with or without the presence of such
opinions or notice, the holders of the Common Stock issued or issuable upon the
exercise of all Warrants issued pursuant to the Agreement equal in the aggregate
to not less than 33% of the original number of shares of Common Stock issuable
upon exercise of the Warrants shall, at any time, request that a registration
statement be filed under the Securities Act of 1933 (the "Act") and any
applicable state securities laws, with respect to the Common Stock issued or
issuable upon the exercise or proposed exercise hereof, the Company shall
promptly give written notice to all then holders of Warrants and holders of
Common Stock acquired by such holders upon exercise of Warrants at the
CUSIP No. 655107100 13D Page 33 of 39 Pages
respective addresses thereof shown on the books of the Company, of a proposed
registration under the Act and applicable state securities laws of Common Stock
issued or issuable upon the exercise hereof, and the Company shall, as
expeditiously as practicable, use its best efforts to effect such registration
of:
(x) Common Stock issued or issuable upon the exercise or proposed
exercise hereof, all as required to comply with such opinion or request,
and
(y) all Common Stock issued or issuable upon the exercise of Warrants,
the holders of which shall have made written requests to the Company for
the registration thereof within 10 days after the giving of such written
notice by the Company,
all to the extent requisite to permit the sale of all Common Stock referred to
in the foregoing clauses (x) and (y).
The Company shall not have the right to include in any registration
pursuant to Section 8.2, any securities to be distributed by the Company for its
own account or any securities to be offered by any other security holder of the
Company, except pursuant to binding obligations to include such other securities
in such registration statement entered into prior to or on the Original Issue
Date of these Warrants. Furthermore, the Company shall not be required to
register any shares under this Section unless the holders have requested the
registration of at least 133,333 shares; and may defer the registration of such
Common Stock for up to 90 days if the Board of Directors decides in good faith
that registration would interfere with other Company activity.
OPTIONAL REGISTRATION. If the Company, otherwise than pursuant to Section 8.2,
at any time proposes to file a registration statement under the Act respecting
any equity security of the Company on a form appropriate for registration of a
sale of Common Stock, it will at such time give written notice to all registered
holders of Warrants and holders of Common Stock acquired by such holders upon
exercise of Warrants of its intention to do so and, upon the written request of
any such registered holder given within 10 days after receipt of any such notice
(which request shall specify the Common Stock intended to be sold or disposed of
by such registered holder and describe the nature of any proposed sale or other
disposition thereof), the Company will cause all such shares specified in such
request to be so registered provided that if Registration involves an offering
by or through underwriters, the Company shall not be required to include Shares
owned by holder therein if and to the extent the underwriter managing the
offering reasonably believes in good faith and advises the Company that such
inclusion would materially adversely affect such offering; provided that (a) if
other selling shareholders who are employees or officers of the Company have
requested registration of securities in the proposed offering, the Company will
reduce or eliminate such other selling shareholders' securities before any
reduction or elimination of Holder's shares; (b) any such reduction or
elimination (after taking into account the effect of clause (a)) shall be PRO
RATA to all other holders of the securities of the Company exercising "piggyback
registration rights" similar to those set forth herein in proportion to the
respective number of shares they have requested to be registered unless prior
CUSIP No. 655107100 13D Page 32 of 39 Pages
agreements of the Company give priority to other persons holding registration
rights, and (c) in such event, such Holders shall delay any offering by them of
all such Shares owned by them for such period, not to exceed 120 days, as the
managing underwriter shall request.
OTHER REGISTRATIONS. If the Common Stock issued or issuable pursuant hereto
require registration or qualification with or approval of any United States or
state governmental official or authority in addition to registration under the
Act before the Common Stock may be sold, the Company will take all requisite
action in connection with such registration and will cause any such shares to be
duly registered or approved as may be required; provided, however, that it shall
not be required to give a general consent to service of process or to qualify as
a foreign corporation or subject itself to taxation as doing business in any
such state.
EXCHANGE LISTING. If, at the time of any registration pursuant to this Section
8, Common Stock issued or issuable upon exercise of the Warrants meets the
criteria for listing on any exchange on which Common Stock of the Company is
then listed, the Company shall apply for and use its best efforts to obtain a
listing of such Common Stock on such exchange.
REGISTRATION OBLIGATIONS. The Company will deliver to the holders of such Common
Stock after effectiveness of any registration under Section 8, such reasonable
number of copies of a definitive prospectus included in such registration
statement and of any revised or supplemental prospectus filed as such holders
may from time-to-time reasonably request. The Company shall file post-effective
amendments or supplements to such registration statement for a period not to
exceed 90 days in order that the registration statement may be effective at all
times during such 90 day period and at all times comply with the various
applicable Federal and State securities laws (after which period the Company may
withdraw such Common Stock from registration), and deliver copies of the
prospectus contained therein as hereinabove provided.
EXPENSES. In the case of any registrations pursuant to Section 8, the Company
shall pay all of the expenses in connection therewith, including without
limitation costs of complying with Federal and State securities laws and
regulations, attorneys' fees of the Company, accounting fees, printing expenses
and filing fees, except transfer taxes, underwriting commissions and discounts
and other expenses of the holders; PROVIDED, HOWEVER, that in any registration
pursuant to Section 8.3, such holders participating in the registration shall
pay the Company for the incremental portion of the Federal and State
registration and filing fees attributable to their shares.
INDEMNITY TO HOLDERS. The Company will indemnify each such holder of Common
Stock being sold by any such holder (and any person who controls such holders or
underwriter within the meaning of Section 15 of the Act) against all claims,
losses, damages, liabilities and expenses resulting from any untrue statement or
alleged untrue statement of a material fact contained in a Prospectus or in any
related registration statement, notification or the like or from any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
the same may have been based upon information furnished in writing to the
Company by such holder expressly for use therein and used in accordance with
such writing.
INDEMNITY TO COMPANY. Each holder of a Warrant, and each holder of shares of
Common Stock acquired by such holder upon the exercise of a Warrant, by
acceptance thereof, agrees to furnish to the Company such information concerning
CUSIP No. 655107100 13D Page 33 of 39 Pages
such holder as may be requested by the Company which is necessary in connection
with any registration or qualification of shares of Common Stock issued or
issuable upon exercise of Warrants proposed to be made by the Company pursuant
to this Section 8, and to indemnify the Company, and any officer signing the
registration statement and any director and person who controls the Company
within the meaning of Section 15 of the Act, against all claims, losses,
damages, liabilities and expenses resulting from any untrue statement or alleged
untrue statement of a material fact or the omission or alleged omission of a
material fact contained in or omitted from information furnished in writing to
the Company by such holder expressly for use therein and used in accordance with
such writing.
TERMINATION OF REGISTRATION OBLIGATIONS. Subject to the provisions of Section
8.6 hereof, the Company's obligations under Section 8.2 hereof shall be
satisfied upon the completion of three registrations requested, except that its
obligations under Section 8.2 hereof and its other obligations hereunder shall
terminate upon the expiration of two years after exercise of this Warrant;
provided, however, that if the Company shall receive a "no-action" letter from
the staff of the Securities and Exchange Commission or shall receive an opinion
of its counsel, which shall be concurred in by counsel for the holders of Common
Stock, to the effect that the Common Stock owned by a particular holder or a
proposed disposition by such person is not required to be registered under the
Act or applicable state securities laws, the provisions of this Section 8 shall
be terminated with respect to such particular Common Stock. Provided further,
that if such no-action letter or such opinion related to a particular
disposition of Common Stock, the provisions of this Section 8 based on the Act
and applicable state securities laws, shall be applicable to such Common Stock
and any holder thereof until final consummation of such disposition and if such
no-action letter or opinion is terminated expressly or impliedly or subject to
any condition, the Company will comply promptly with any such condition as is
applicable to it and within its control, and the provisions of this Section 8
will be applicable to such Common Stock and to any holder thereof if the terms
of such no-action letter or opinion terminate or the conditions thereof are not
met.
NO WARRANT REGISTRATION. The Warrants and the Common Stock are restricted
securities as that term is defined under Rule 144 issued pursuant to the Act, as
amended, and no transfer thereof shall be made in violation of the Act, as
amended. The Company shall have no duty or obligation to register the Warrants
at any time.
RULE 144 INFORMATION. The Company shall continue to maintain the registration of
its common stock or any other stock issuable upon exercise of this Warrant under
the Securities Exchange Act of 1934, as amended, for as long as the Warrants
remain outstanding.
INFORMATION. The Company shall furnish each holder of Warrants with copies of
all reports, proxy statements, and similar materials that it furnishes to
holders of its Common Stock.
CUSIP No. 655107100 13D Page 34 of 39 Pages
NOTICES. All notices and other communications from the Company to the holder of
this Warrant shall be mailed by first-class registered or certified mail,
postage prepaid, to the address furnished to the Company in writing by the last
holder of this Warrant who shall have furnished an address to the Company in
writing.
CHANGE, WAIVER. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the party against which enforcement by the change, waiver, discharge or
termination is sought.
HEADINGS. The headings in this Warrant are for the purposes of convenience of
references only and shall not be deemed to constitute a part hereof.
LAW GOVERNING. This Warrant shall be construed and enforced in accordance with
and governed by the laws of the State of Indiana.
February 8, 2000 NOBLE ROMAN'S, INC.
By: /s/ Paul Mobley
------------------------
PAUL MOBLEY
CUSIP No. 655107100 13D Page 35 of 39 Pages
WARRANT EXERCISE FORM
(To Be Executed Only Upon Exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for and purchase the number of shares of Common Stock of
_________________, purchasable with this Warrant, and herewith makes payment
therefor, all at the price and on the terms and conditions specified in this
Warrant.
Date: ____________________
----------------------------------
(Signature of Registered Owner)
----------------------------------
(Street Address)
----------------------------------
City (State) (Zip)
CUSIP No. 655107100 13D Page 36 of 39 Pages
WARRANT FORM OF ASSIGNMENT
FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under and within Warrant, with respect to the number of shares
of Common Stock set forth below:
Name of Assignee Address No. of Shares
---------------- ------- -------------
and does hereby irrevocably constitute and appoint ________ attorney to make
such transfer on the books of _________ maintained for the purpose, with full
power of substitution in the premises.
Date: Signature
------------------------- --------------------
Witness
--------------------
The securities represented hereby have been acquired for investment, have
not been registered under the act, and may not be sold, exchanged or transferred
in any manner, except in compliance with Section 4 hereof.
CUSIP No. 655107100 13D Page 37 of 39 Pages
EXHIBIT 3
ASSIGNMENT
FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells, assigns and transfers unto the Assignee named below till all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock set forth below:
Name of Assignee Address No. of Shares
---------------- ------- -------------
SummitBridge National Wells Fargo Center 385,000
Investments LLC 1700 Lincoln Street - Suite 2540
Denver, CO 80203
and does hereby irrevocably constitute and appoint ____________ Attorney to make
such transfer on the books of Noble Roman's, Inc. maintained for the purpose,
with full power of substitution in the premises.
DATED:
THE PROVIDENT BANK
By: /s/ S. P. Wood
------------------------------
Name: Stephen P. Wood
Title: Senior Vice President
/s/ Michelle L. Brady
------------------------------
(Witness)
CUSIP No. 655107100 13D Page 38 of 39 Pages
EXHIBIT 4
PROVIDENT One East Fourth Street, 201A Cincinnati, Ohio 45202
BANK Phone: (513) 579-2002 Fax: (513) 347-7185
John S. Catlin
EXECUTIVE VICE PRESIDENT
March 21, 2003
Mr. Paul Mobley
Noble Roman's, Inc.
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
Dear Paul:
This is to confirm that Provident Bank has agreed to extend the maturity of its
Tranch Y Note dated April 30, 1999 in the amount of $8,000,000 from April 15,
2003 to December 31, 2004. The extended note will call for the following
amortization of principal:
Monthly principal payments of $50,000 beginning July 1, 2003
through December 2003.
Monthly principal payments of $100,000 beginning January 1, 2004
through June 2004.
Monthly principal payments of $150,000 beginning July 1, 2004
through December 2004.
The remaining balance of any unpaid principal will be due on
December 31, 2004.
In conjunction with the note extension, Noble Roman's has agreed to extend the
exercise date of Provident's Warrant to Purchase 385,000 shares of Noble Roman's
stock until December 31, 2005.
The extension is contingent upon an agreement between Noble Roman's and
Provident regarding a cash flow recapture provision. That provision will require
additional principal payments based on "excess cash flow" to be made quarterly
by Noble Roman's beginning in October 2003 based on the results of the previous
calendar quarter. The "excess cash flow" percentage and definition will be
included in a loan agreement.
CUSIP No. 655107100 13D Page 39 of 39 Pages
Page 2
The extension is also contingent upon an agreement between Noble Roman's and
Provident to amend the conversion price at which Provident may, at its option,
convert its preferred stock to common stock of Noble Roman's. The amendment will
reflect a conversion rate that compensates the bank for the additional time that
they are holding the no yield preferred stock.
If you should have any questions, please feel free to give me a call.
Sincerely,
/s/ John Catlin
-------------------------
John Catlin
Executive Vice President