Amended Statement of Ownership (sc 13g/a)
15 2월 2013 - 7:25AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NORTHEAST BANCORP
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class
of Securities)
663904209
(CUSIP Number)
December 31, 2012
(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/A
|
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
|
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
317,286
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
317,286
|
|
WITH
|
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
|
|
|
|
|
|
|
|
3.4%
|
|
|
|
12.
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
PN
|
|
|
|
CUSIP No. 663904209
|
13G/A
|
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
|
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
317,286
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
317,286
|
|
WITH
|
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
|
|
|
|
|
|
|
|
3.4%
|
|
|
|
12.
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
OO
|
|
|
|
CUSIP No. 663904209
|
13G/A
|
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
|
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
317,286
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
317,286
|
|
WITH
|
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
|
|
|
|
|
|
|
|
3.4%
|
|
|
|
12.
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
OO
|
|
|
|
CUSIP No. 663904209
|
13G/A
|
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
|
|
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
317,286
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
317,286
|
|
WITH
|
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
|
|
|
|
|
|
|
|
3.4%
|
|
|
|
12.
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
IN
|
|
|
|
CUSIP No. 663904209
|
13G/A
|
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
|
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
23,860
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
23,860
|
|
WITH
|
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
|
|
|
|
|
|
|
|
0.3%
|
|
|
|
12.
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
PN
|
|
|
|
CUSIP No. 663904209
|
13G/A
|
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
|
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
85,286
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
85,286
|
|
WITH
|
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
|
|
|
|
|
|
|
|
0.9%
|
|
|
|
12.
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
PN
|
|
|
|
CUSIP No. 663904209
|
13G/A
|
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
|
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
208,140
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
208,140
|
|
WITH
|
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
|
|
|
|
|
|
|
|
2.2%
|
|
|
|
12.
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
PN
|
|
|
|
CUSIP No. 663904209
|
13G/A
|
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/A
|
Page 10 of 19 Pages
|
|
|
Address for Highfields III:
|
|
|
|
|
|
c/o State Street (Cayman) Trust Limited, d/b/a International Fund Services
|
|
|
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/A
|
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: 3.4%
|
|
|
|
|
(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: 0.3%
|
|
|
|
|
(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: 0.9%
|
|
|
|
|
(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/A
|
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: 2.2%
|
|
|
|
|
|
(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/A
|
Page 13 of 19 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
Yes
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of
Another Person.
|
|
|
|
Not applicable.
|
|
|
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/A
|
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.
|
February 14, 2013
|
|
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
|
|
|
|
* by power of attorney
|
CUSIP No. 663904209
|
13G/A
|
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/A
|
Page 16 of 19 Pages
|
EXHIBIT INDEX
CUSIP No. 663904209
|
13G/A
|
Page 17 of 19 Pages
|
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe such information is inaccurate.
|
February 14, 2013
|
|
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
|
CUSIP No. 663904209
|
13G/A
|
Page 18 of 19 Pages
|
Joseph F.
Mazzella, Authorized Signatory
|
Name/Title
|
|
* by power of attorney
|
|
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/A
|
Page 19 of 19 Pages
|
Exhibit 2
Members of Group
Highfields Capital Management LP
|
Highfields GP LLC
|
Highfields Associates LLC
|
Jonathon S. Jacobson
|
Highfields Capital I LP
|
Highfields Capital II LP
|
Highfields Capital III L.P.
|
Northeast Bank (NASDAQ:NBN)
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