Michael R. Mayberry
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
¨
*The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act
CUSIP No. 663904209
|
13D
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Page 2 of 14
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1
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NAME OF REPORTING PERSON: Arlon Capital Partners LP
|
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|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
|
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669,280
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Number of
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8
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SHARED VOTING POWER
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Shares
|
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Beneficially
|
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0
|
Owned by
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9
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SOLE DISPOSITIVE POWER
|
Each Reporting
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|
Person With
|
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669,280
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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669,280
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.13%
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP No. 663904209
|
13D
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Page 3 of 14
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1
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NAME OF REPORTING PERSON: Arlon Capital Partners General Partner II LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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669,280
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Number of
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8
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SHARED VOTING POWER
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Shares
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Beneficially
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0
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Owned by
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9
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SOLE DISPOSITIVE POWER
|
Each Reporting
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Person With
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669,280
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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669,280
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.13%
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP No. 663904209
|
13D
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Page 4 of 14
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1
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NAME OF REPORTING PERSON: Arlon Capital Partners Management Company LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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669,280
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Number of
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8
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SHARED VOTING POWER
|
Shares
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Beneficially
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0
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Owned by
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9
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SOLE DISPOSITIVE POWER
|
Each Reporting
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Person With
|
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669,280
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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669,280
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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8.13%
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 663904209
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13D
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Page 5 of 14
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1
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NAME OF REPORTING PERSON: Arlon Advisor LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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669,280
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Number of
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8
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SHARED VOTING POWER
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Shares
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Beneficially
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0
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Owned by
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9
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SOLE DISPOSITIVE POWER
|
Each Reporting
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Person With
|
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669,280
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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669,280
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.13%
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 663904209
|
13D
|
Page 6 of 14
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1
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NAME OF REPORTING PERSON: Continental Grain Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC, OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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Delaware
|
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|
7
|
SOLE VOTING POWER
|
|
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669,280
|
Number of
|
8
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SHARED VOTING POWER
|
Shares
|
|
|
Beneficially
|
|
0
|
Owned by
|
9
|
SOLE DISPOSITIVE POWER
|
Each Reporting
|
|
|
Person With
|
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669,280
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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669,280
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.13%
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14
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TYPE OF REPORTING PERSON
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CO
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CUSIP No. 663904209
|
13D
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Page 7 of 14
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1
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NAME OF REPORTING PERSON: Paul J. Fribourg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
|
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AF, OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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669,280
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Number of
|
8
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SHARED VOTING POWER
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Shares
|
|
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Beneficially
|
|
0
|
Owned by
|
9
|
SOLE DISPOSITIVE POWER
|
Each Reporting
|
|
|
Person With
|
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669,280
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
669,280
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
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|
|
|
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|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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8.13%
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|
14
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. 663904209
|
13D
|
Page 8 of 14
|
Item 1. Security and Issuer.
This Amendment No. 4 to Schedule 13D is
being filed by the Reporting Persons to amend the Schedule 13D, dated December 29, 2010 (the “
Original Schedule 13D
”),
as amended by Amendment No. 1 thereof, dated May 15, 2012, Amendment No. 2 thereof, dated May 21, 2012, and Amendment No. 3 thereof,
dated December 10, 2015 (as so amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, collectively,
the “
Schedule 13D
”). The Schedule 13D relates to the voting common stock, par value $1.00 per share (the “
Voting
Common Stock
”), and, to the extent described in Items 3 and 6 below, the non-voting common stock, par value $1.00 per
share (the “
Non-Voting Common Stock
”, and together with the Voting Common Stock, the “
Common Stock
”),
of Northeast Bancorp, a corporation organized under the laws of the state of Maine (the “
Issuer”)
, with its
principal executive offices located at 500 Canal Street, Lewiston, Maine 04240.
This Amendment No. 4 to Schedule 13D is
being filed to reflect a change in the beneficial ownership of the Reporting Persons as a result of the Transactions (as defined
in Item 3 below).
Information given in response to each item
herein shall be deemed incorporated by reference in all other items, as applicable.
Each response herein is based on there
being a total of 8,230,417 shares of Voting Common Stock issued and outstanding as of September 7, 2018. The response in Item 6
is based on there being a total of 820,742 shares of Non-Voting Stock issued and outstanding as of such date.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) – (c) This Schedule 13D is being
jointly filed by Arlon Capital Partners LP, a Delaware limited partnership (“
ACP
”), Arlon Capital Partners General
Partner II LP, a Delaware limited partnership (“
ACP II GP
”), Arlon Capital Partners Management Company LLC,
a Delaware limited liability company (“
ACP Management
”), Arlon Advisor LLC, a Delaware limited liability company
(“
Arlon Advisor
”), Continental Grain Company, a Delaware corporation (“
CGC
”), and Paul J.
Fribourg, a natural person and citizen of the United States of America (collectively, together with ACP, ACP II GP, ACP Management,
Arlon Advisor and CGC, the “
Reporting Persons
”).
The principal business of ACP is to make
investments. ACP’s general partner with respect to the Subject GP Interests (as defined in Item 3 below) is ACP
II GP. ACP’s general partner with respect to other matters is Arlon Capital Partners General Partner LP, a Delaware limited
partnership (“
ACP GP
”). The principal business of ACP II GP is to act as the general partner of ACP with respect
to the Subject GP Interests. The principal business of ACP GP is to act as the general partner of ACP with respect
to other matters concerning ACP. The sole general partner of each of ACP II GP and ACP GP is ACP Management, whose principal business
is to act as the general partner of such entities. ACP Management’s sole member is Arlon Advisor, whose principal
business is to act as the investment advisor to ACP and certain other investment vehicles. Arlon Advisor’s sole member is
CGC, whose principal business is agribusiness and making investments. Mr. Paul Fribourg is the Chairman, Chief Executive
Officer and President of CGC.
The executive officers and directors of
CGC are as follows:
Paul Fribourg, Chairman, Chief Executive Officer and President
Michael J. Zimmerman, Vice Chairman
Francis W. Baier, Executive Vice President
and Chief Financial Officer
Charles Fribourg, Directeur General – Arlon Group (Europe)
S.A., and Director of Continental Grain Company
Alan H. Fishman, Director
Jim Manzi, Director
Gerald Rosenfeld, Director
Morton Sosland, Director
Stephen R. Volk, Director
James D. Wolfensohn, Director
CUSIP No. 663904209
|
13D
|
Page 9 of 14
|
The business address of the Reporting Persons
and each of the other persons identified in this Item 2 is c/o Continental Grain Company, 767 Fifth Avenue, New York, NY 10153.
(d) During the last five years, none of
the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other persons identified in this Item 2, have
been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of
the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other persons identified in this Item 2, have
been a party to any 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 natural person identified in this
Item 2 is a citizen of the United States.
Item 3. Source and Amount
of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
In connection with the closing of the transactions
contemplated by the Agreement and Plan of Merger, dated March 30, 2010 (the “
Merger Agreement
”), between
FHB Formation LLC (“
FHB
”) and the Issuer, Arlon Capital Partners II LP, a Delaware limited partnership (“
ACP
II
”), purchased limited liability company units in FHB for $4,571,598 in the aggregate, which units were immediately
exchanged in the merger for 317,286 shares of Voting Common Stock. The source of these funds was mainly from the investment
capital of CGC, which was provided to ACP II from CGC as a limited partner of ACP II pursuant to a capital call. The
remainder of the funds were provided by other limited partners of ACP II pursuant to a capital call.
In connection with the closing on May 21,
2012 of the transactions contemplated by the Underwriting and Placement Agreement, dated May 15, 2012 (the “
Underwriting
Agreement
”), by and among the Issuer and other parties named therein, relating to a public offering by the Issuer of
Common Stock pursuant to a Registration Statement on Form S-1 (the “
Public Offering
”), ACP II purchased an aggregate
of 1,197,585 shares of Common Stock (after giving effect to the underwriter’s exercise of its over-allotment option) for
an aggregate purchase price of $9,602,030. The source of these funds was mainly from the investment capital of CGC, which was provided
to ACP II from CGC as a limited partner of ACP II pursuant to a capital call. The remainder of the funds were provided by other
limited partners of ACP II pursuant to a capital call.
Pursuant to an Exchange and Liquidation
Agreement, dated July 31, 2015 (the “
Exchange Agreement
”,) among ACP, ACP II and ACP II GP, (a) ACP II transferred
to ACP all of ACP II’s interest in the assets and liabilities of ACP II, including all of the shares of Common Stock owned
by ACP II, in return for a separate class of limited partnership interests in ACP (the “
Subject LP Interests
”)
with respect to which ACP II GP holds the general partner interest (the “
Subject GP Interests
”); (b) ACP II
distributed to each of its limited partners (the “
ACP II Limited Partners
”) a Subject LP Interest having a value
equal to the net asset value of each ACP II Limited Partner’s respective limited partnership interest in ACP II immediately
prior to such transaction; and (c) ACP II distributed the Subject GP Interests to ACP II GP.
During the period beginning on October
25, 2018 and ending on October 30, 2018, ACP sold an aggregate of 78,428 shares of Voting Stock in a series of open-market transactions
for an aggregate sale price of $1,591,304 (collectively, the “
Transactions
”).
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
The shares of Common Stock were acquired
and disposed of primarily for investment purposes. Each of the Reporting Persons intends to monitor its investment in
the Issuer on an ongoing basis and to take such measures at it deems appropriate from time to time in furtherance of such interests. Each
of the Reporting Persons may from time to time acquire additional shares of Common Stock or dispose of some or all of the shares
of Common Stock then beneficially owned by it, depending on the price and availability of the Issuer’s securities, subsequent
developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business
opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. Each
of the Reporting Persons may also from time to time discuss the Issuer’s business, operations or other affairs with the Issuer’s
management, board of directors, shareholders or others, explore an extraordinary corporate transaction, such as a merger, reorganization
or liquidation involving the Issuer or its subsidiaries, or take such other similar actions as such Reporting Persons may deem
appropriate.
In connection with the closing of the transactions
contemplated by the Merger Agreement, Mr. David Tanner, formerly Executive Vice President of CGC, was appointed to the board of
directors of the Issuer on behalf of the Reporting Persons, and that position may have influence over the corporate activity of
the Issuer, including activity which may relate to transactions described in Items 4(a)-(j) of Schedule 13D. While Mr. Tanner remains
a director of the Issuer as of the date of this Schedule 13D, he is no longer an appointee of the Reporting Persons.
Notwithstanding the foregoing, the Reporting
Persons do not have any plans or proposals which relate to, or would result in, any one of more of the matters described in Items
4(a)-(j) of Schedule 13D. Each Reporting Person does, however, reserve the right to adopt such plans or proposals subject
to compliance with applicable regulatory requirements.
CUSIP No. 663904209
|
13D
|
Page 10 of 14
|
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
(a)-(b) ACP directly owns 669,280 shares
of Voting Common Stock, representing approximately 8.13% of the outstanding Voting Common Stock, and has the sole power to vote
or direct the vote, and the sole power to dispose or direct the disposition of, such shares.
By virtue of being the general partner
of ACP with respect to the Subject GP Interests, ACP II GP may be deemed to beneficially own 669,280 shares of Voting Common Stock,
representing approximately 8.13 % of the outstanding Voting Common Stock, and to have the sole power to vote or direct the vote,
and the sole power to dispose or direct the disposition of, such shares.
By virtue of being the sole general partner
of ACP II GP, ACP Management may be deemed to beneficially own 669,280 shares of Voting Common Stock, representing approximately
8.13% of the outstanding Voting Common Stock, and to have the sole power to vote or direct the vote, and the sole power to dispose
or direct the disposition of, such shares.
By virtue of being the sole member of ACP
Management, Arlon Advisor may be deemed to beneficially own 669,280 shares of Voting Common Stock, representing approximately 8.13%
of the outstanding Voting Common Stock, and to have the sole power to vote or direct the vote, and the sole power to dispose or
direct the disposition of, such shares.
By virtue of being the sole member of Arlon
Advisor and the holder of a majority interest in ACP, CGC may be deemed to beneficially own 669,280 shares of Voting Common Stock,
representing approximately 8.13 % of the outstanding Voting Common Stock, and to have the sole power to vote or direct the vote,
and the sole power to dispose or direct the disposition of, such shares.
By virtue of being the Chairman, Chief
Executive Officer and President of CGC and being one of the co-trustees and in one case, a beneficiary, of various trusts established
for the benefit of certain members of Mr. Paul Fribourg’s family that collectively control a majority interest in CGC, Mr.
Paul Fribourg may be deemed to beneficially own 669,280 shares of Voting Common Stock, representing approximately 8.13% of the
outstanding Voting Common Stock, and to have the sole power to vote or direct the vote, and the sole power to dispose or direct
the disposition of, such shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute
an admission that Mr. Paul Fribourg is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d)
of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his
pecuniary interest.
(c) Except as set forth in this Schedule
13D, no Reporting Person has effected any transactions in shares of Common Stock of the Issuer during the past 60 days.
(d) No person other than the Reporting
Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares
of Common Stock beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements,
Understandings or Relationships with respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
As described in Item 3 above, 317,286 shares
of Voting Common Stock were acquired in connection with the closing of the transactions contemplated by the Merger Agreement. References
to and descriptions of the Merger Agreement are qualified in their entirely by reference to the Merger Agreement, which is included
hereto as Exhibit 99.2 and is incorporated by reference herein. Under the Merger Agreement, the Issuer agreed to provide
ACP II and certain other of the Issuer’s shareholders with registration rights, including certain rights to require the Issuer
to file a resale registration statement and to effect an underwritten registered offering of such shareholder’s shares of
Common Stock, as well as certain rights to have such shares covered by any other registration statements filed by the Issuer. References
to and descriptions of the registration rights provided by the Merger Agreement are qualified in their entirely by reference to
Schedule 6.20 (Registration Rights) to the Merger Agreement, which schedule is included hereto as Exhibit 99.3 and is incorporated
by reference herein.
In addition, as described in Item 3, ACP
II acquired an aggregate of 1,197,585 shares of Common Stock in connection with the closing of the Public Offering. References
to and descriptions of the Underwriting Agreement herein are qualified in their entirety by reference to the Underwriting Agreement,
which was filed by the Issuer as an exhibit to its Current Report on Form 8-K on May 16, 2012. The portion of the shares of Common
Stock acquired by ACP II in the Public Offering that consisted of shares of Non-Voting Common Stock was made pursuant to a purchase
agreement, dated May 15, 2012 (the “
Purchase Agreement
”). References to and descriptions of the Purchase Agreement
herein are qualified in their entirety by reference to the form of Purchase Agreement, which is included hereto as Exhibit 99.4
and is incorporated by reference herein.
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13D
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Page 11 of 14
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Further, as described in Item 3, ACP II
transferred to ACP all of the Common Stock owned by ACP II pursuant to the Exchange Agreement. References to and descriptions of
the Exchange Agreement herein are qualified in their entirety by the Exchange Agreement which is included hereto as Exhibit 99.5
and is incorporated by reference herein.
Moreover, as described in Item 3, ACP sold
an aggregate of 78,428 shares of Voting Stock in the Transactions.
ACP owns an aggregate of 1,436,443 shares
of Common Stock, which represents an aggregate of approximately 15.87% of the Issuer’s total equity.
CUSIP No. 663904209
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13D
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Page 12 of 14
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Item 7. Material to be filed as Exhibits.
Exhibit No.
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Document
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99.1
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Agreement Regarding the Joint Filing of Schedule 13D, dated as of November 2, 2018, by and among the Reporting Persons.
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99.2
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Agreement and Plan of Merger, dated March 30, 2010, between FHB Formation LLC and the Issuer (incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed on March 31, 2010).
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99.3
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Schedule 6.20 (Registration Rights) to the Agreement and Plan of Merger, dated March 30, 2010, between FHB Formation LLC and the Issuer (previously filed with the Original Schedule 13D).
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99.4
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Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on May 16, 2012).
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99.5
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Exchange and Liquidation Agreement, dated July 31, 2015, among Arlon Capital Partners LP, Arlon Capital Partners II LP and Arlon Capital Partners General Partner II LP (previously filed with Amendment No. 3 to Schedule 13D).
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CUSIP No. 663904209
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13D
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Page 13 of 14
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SIGNATURES
After reasonable inquiry
and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated as of: November 2, 2018
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Arlon Capital Partners LP
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By:
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Arlon Capital Partners General Partner II LP, its general partner for the Subject GP Interests
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By:
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Arlon Capital Partners Management Company LLC, its general partner
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By:
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/s/ David Dryerman
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Name: David Dryerman
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Title: Vice President
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Arlon Capital Partners General Partner II LP
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By:
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Arlon Capital Partners Management Company LLC, its general partner
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By:
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/s/ David Dryerman
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Name: David Dryerman
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Title: Vice President
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Arlon Capital Partners Management Company LLC
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By:
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/s/ David Dryerman
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Name: David Dryerman
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Title: Vice President
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Arlon Advisor LLC
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By:
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/s/ David Dryerman
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Name: David Dryerman
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Title: Vice President
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Continental Grain Company
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By:
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/s/ Ari Gendason
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Name: Ari Gendason
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Title: Senior Vice President - Chief Investment Officer
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Paul J. Fribourg
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By:
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/s/ Paul J. Fribourg
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CUSIP No. 663904209
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13D
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Page 14 of 14
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Exhibit Index
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99.1
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Agreement Regarding the Joint Filing of Schedule 13D, dated as of November 2, 2018, by and among the Reporting Persons.
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99.2
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Agreement and Plan of Merger, dated March 30, 2010, between FHB Formation LLC and the Issuer (incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed on March 31, 2010).
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99.3
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Schedule 6.20 (Registration Rights) to the Agreement and Plan of Merger, dated March 30, 2010, between FHB Formation LLC and the Issuer (previously filed with the Original Schedule 13D).
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99.4
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Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on May 16, 2012).
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99.5
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Exchange and Liquidation Agreement, dated July 31, 2015, among Arlon Capital Partners LP, Arlon Capital Partners II LP and Arlon Capital Partners General Partner II LP (previously filed with Amendment No. 3 to Schedule 13D).
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