- Statement of Ownership (SC 13G)
11 1월 2011 - 7:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
NORTHEAST BANCORP
(Name of
Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of
Class of Securities)
663904209
(CUSIP Number)
December 29, 2010
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule
13d-1(d)
*
|
The remainder of this cover page shall be filled out for
a reporting persons 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 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
).
CUSIP No. 663904209
|
13G
|
Page 2 of 19 Pages
|
1.
|
NAMES OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
|
Highfields Capital Management LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
(a)
[ ]
|
|
(b)
[X]
|
3.
|
SEC USE ONLY
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
|
|
317,286
|
6.
|
SHARED VOTING POWER
|
|
|
|
0
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
317,286
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
|
|
|
317,286
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES
[ ]
|
|
(SEE INSTRUCTIONS)
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
|
9.6%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
CUSIP No. 663904209
|
13G
|
Page 3 of 19 Pages
|
1.
|
NAMES OF
REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
|
|
Highfields GP LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS)
|
|
(a) [ ]
|
|
(b)
[X]
|
3.
|
SEC USE ONLY
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
|
|
317,286
|
6.
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
317,286
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
|
|
317,286
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
[ ]
|
|
(SEE INSTRUCTIONS)
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
9.6%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
CUSIP No. 663904209
|
13G
|
Page 4 of 19 Pages
|
1.
|
NAMES OF
REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
|
|
Highfields Associates LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS)
|
|
(a) [ ]
|
|
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
|
|
317,286
|
6.
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
317,286
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
317,286
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
(SEE INSTRUCTIONS)
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
|
|
|
9.6%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
OO
|
|
CUSIP No. 663904209
|
13G
|
Page 5 of 19 Pages
|
1.
|
NAMES OF
REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
|
|
Jonathon
S. Jacobson
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS)
|
|
(a) [ ]
|
|
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United
States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
|
|
317,286
|
6.
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
317,286
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
|
|
317,286
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
[ ]
|
|
(SEE
INSTRUCTIONS)
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
9.6%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
CUSIP No. 663904209
|
13G
|
Page 6 of 19 Pages
|
1.
|
NAMES OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Highfields Capital I LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) [ ]
|
|
(b) [X]
|
3.
|
SEC USE ONLY
|
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
|
|
23,860
|
6.
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
23,860
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
23,860
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
|
[X]
|
|
(SEE INSTRUCTIONS)
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
|
|
|
0.7%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
PN
|
|
CUSIP No. 663904209
|
13G
|
Page 7 of 19 Pages
|
1.
|
NAMES OF
REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
|
|
Highfields Capital II LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS)
|
|
(a) [ ]
|
|
(b)
[X]
|
3.
|
SEC USE ONLY
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
|
|
85,286
|
6.
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
85,286
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
|
|
85,286
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
[X]
|
|
(SEE
INSTRUCTIONS)
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
2.6%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
CUSIP No. 663904209
|
13G
|
Page 8 of 19 Pages
|
1.
|
NAMES OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Highfields Capital III L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) [ ]
|
|
(b) [X]
|
3.
|
SEC USE ONLY
|
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
|
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
|
|
208,140
|
6.
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
208,140
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
208,140
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
|
[X]
|
|
(SEE INSTRUCTIONS)
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
|
|
|
6.3%
|
|
12.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
PN
|
|
CUSIP No. 663904209
|
13G
|
Page 9 of 19 Pages
|
Item 1
(a).
|
Name of Issuer:
|
|
|
|
Northeast Bancorp (the Issuer)
|
|
|
Item 1
(b).
|
Address of Issuers Principal
Executive Offices:
|
|
|
|
500 Canal Street, Lewiston, Maine
04240
|
|
|
Item 2
(a).
|
Name of Person Filing:
|
|
|
|
This statement is being filed by the following persons
with respect to the shares of common stock (Common Stock) of the Issuer
directly owned by Highfields Capital I LP (Highfields I), Highfields
Capital II LP (Highfields II) and Highfields Capital III L.P.
(Highfields III and, together with Highfields I and Highfields II, the
Funds):
|
|
(i)
|
Highfields Capital Management LP, a Delaware limited
partnership (Highfields Capital Management) and investment manager to
each of the Funds;
|
|
|
|
|
(ii)
|
Highfields GP LLC, a Delaware limited liability company
(Highfields GP) and the General Partner of Highfields Capital
Management;
|
|
|
|
|
(iii)
|
Highfields Associates LLC, a Delaware limited liability
company (Highfields Associates) and the General Partner of the
Funds;
|
|
|
|
|
(iv)
|
Jonathon S. Jacobson, the Managing Member of Highfields GP
and the Senior Managing Member of Highfields Associates;
|
|
|
|
|
(v)
|
Highfields I, a Delaware limited partnership;
|
|
|
|
|
(vi)
|
Highfields II, a Delaware limited partnership;
and
|
|
|
|
|
(vii)
|
Highfields III, an exempted limited partnership organized
under the laws of the Cayman Islands.
|
|
Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I, Highfields II and Highfields III are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
|
|
|
Item 2 (b).
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
|
Address for Highfields Capital Management, Highfields GP,
Highfields Associates, Mr. Jacobson, Highfields I and
Highfields II:
|
|
|
|
c/o Highfields Capital Management
LP
|
|
John Hancock Tower
|
|
200 Clarendon Street, 59th Floor
|
|
Boston, Massachusetts 02116
|
CUSIP No. 663904209
|
13G
|
Page 10 of 19 Pages
|
|
Address for Highfields III:
|
|
|
|
c/o Goldman Sachs (Cayman) Trust,
Limited
|
|
Suite 3307, Gardenia Court
|
|
45 Market Street, Camana Bay
|
|
P.O. Box 896
|
|
Grand Cayman KY1-1103
|
|
Cayman Islands
|
|
|
Item 2
(c).
|
Citizenship:
|
|
|
|
Highfields Capital Management
Delaware
|
|
Highfields GP Delaware
|
|
Highfields Associates Delaware
|
|
Jonathon S. Jacobson United
States
|
|
Highfields I
Delaware
|
|
Highfields II
Delaware
|
|
Highfields III Cayman Islands
|
|
|
Item 2
(d).
|
Title of Class of
Securities:
|
|
|
|
Common Stock, $1.00 par value
|
|
|
Item 2
(e).
|
CUSIP Number:
|
|
|
|
663904209
|
|
|
Item 3.
|
Not applicable.
|
CUSIP No. 663904209
|
13G
|
Page 11 of 19 Pages
|
Item
4.
|
Ownership.
|
|
|
|
For Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson:
|
|
(a)
|
Amount beneficially owned: 317,286 shares of Common
Stock
|
|
|
|
|
|
(b)
|
Percent of class: 9.6%
|
|
|
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
317,286
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
317,286
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
0
|
For Highfields I:
|
(a)
|
Amount beneficially owned: 23,860 shares of Common
Stock
|
|
|
|
|
|
(b)
|
Percent of class: 0.7 %
|
|
|
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
23,860
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
23,860
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
0
|
For Highfields II:
|
(a)
|
Amount beneficially owned: 85,286 shares of Common
Stock
|
|
|
|
|
(b)
|
Percent of class: 2.6 %
|
|
|
|
|
(c)
|
Number of shares as to which such person
has:
|
|
(i)
|
Sole power to vote or to direct the vote:
85,286
|
CUSIP No. 663904209
|
13G
|
Page 12 of 19 Pages
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
85,286
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
0
|
For Highfields III:
|
(a)
|
Amount beneficially owned: 208,140 shares of Common
Stock
|
|
|
|
|
|
(b)
|
Percent of class: 6.3 %
|
|
|
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
208,140
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
208,140
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
0
|
CUSIP No. 663904209
|
13G
|
Page 13 of 19 Pages
|
Item 5.
|
Ownership of Five Percent or
Less of a Class.
|
|
|
|
Not applicable.
|
|
|
Item 6.
|
Ownership of More than Five
Percent on Behalf of Another Person.
|
The shares of Common Stock beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson are directly owned by the Funds. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson has the power to direct the dividends from or the proceeds of the sale of the shares of Common Stock owned by the Funds.
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
|
|
|
Not applicable.
|
|
|
Item 8.
|
Identification and
Classification of Members of the Group.
|
|
See Exhibit 2 attached hereto.
|
|
|
|
Each Reporting Person disclaims beneficial ownership of
the shares of Common Stock beneficially owned by the other Reporting
Persons.
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
|
Not applicable.
|
|
|
Item
10.
|
Certification
.
|
|
|
|
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
|
CUSIP No. 663904209
|
13G
|
Page 14 of 19 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
|
January 10, 2011
|
|
Date
|
|
HIGHFIELDS CAPITAL MANAGEMENT LP
|
|
By: Highfields GP LLC, its General Partner
|
|
/s/
Joseph F. Mazzella
|
|
Signature
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
HIGHFIELDS GP LLC
|
|
/s/
Joseph F. Mazzella
|
|
Signature
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
HIGHFIELDS ASSOCIATES LLC
|
|
/s/
Joseph F. Mazzella
|
|
Signature
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
JONATHON S. JACOBSON
|
|
/s/
Joseph F. Mazzella
|
|
Signature
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
CUSIP No. 663904209
|
13G
|
Page 15 of 19 Pages
|
|
HIGHFIELDS CAPITAL I LP
|
|
By: Highfields Associates LLC, its General
Partner
|
|
/s/
Joseph F. Mazzella
|
|
Signature
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
HIGHFIELDS CAPITAL II LP
|
|
By: Highfields Associates LLC, its General
Partner
|
|
/s/
Joseph F. Mazzella
|
|
Signature
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
HIGHFIELDS CAPITAL III L.P.
|
|
By: Highfields Associates LLC, its General
Partner
|
|
/s/
Joseph F. Mazzella
|
|
Signature
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
CUSIP No. 663904209
|
13G
|
Page 16 of 19 Pages
|
EXHIBIT INDEX
Northeast Bank (NASDAQ:NBN)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Northeast Bank (NASDAQ:NBN)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024