SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _)*
Network CN Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
64125G100
(CUSIP Number)
November 19, 2007
(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)
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* 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 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).
Schedule 13G PAGE 2 of 12
CUSIP No. 64125G100
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OZ Management LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
SHARES 0
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BENEFICIALLY (6) SHARED VOTING POWER
6,688,928
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
6,688,928
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,688,928
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.70%
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(12) TYPE OF REPORTING PERSON
IA
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Schedule 13G PAGE 3 of 12
CUSIP No. 64125G100
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Och-Ziff Holding Corporation
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
SHARES 0
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BENEFICIALLY (6) SHARED VOTING POWER
7,682,535
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,682,535
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,682,535
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99%
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(12) TYPE OF REPORTING PERSON
CO, HC
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Schedule 13G PAGE 4 of 12
CUSIP No. 64125G100
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Och-Ziff Capital Management Group LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
SHARES 0
--------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
7,682,535
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,682,535
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,682,535
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99%
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(12) TYPE OF REPORTING PERSON
OO
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Schedule 13G PAGE 5 of 12
CUSIP No. 64125G100
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Och
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
SHARES 0
--------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
7,682,535
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,682,535
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,682,535
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99%
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(12) TYPE OF REPORTING PERSON
IN
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Schedule 13G PAGE 6 of 12
CUSIP No. 64125G100
ITEM 1(a). NAME OF ISSUER:
Network CN Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
21/F, Chinachem Century Tower
178 Gloucester Road
Wanchai, Hong Kong
ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL
BUSINESS OFFICE AND CITIZENSHIP:
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the "Reporting Persons":
(i) OZ Management, LP ("OZ"), a Delaware partnership, with
respect to the Shares reported in this Schedule 13G held by
certain investment funds and discretionary accounts managed
by OZ (the "Accounts").
(ii) Och-Ziff Holding Corporation ("OZHC"), a Delaware limited
liability company, which serves as the general partner of
OZ, with respect to the Shares reported in this Schedule
13G managed by OZ and held by the Accounts.
(iii) Och-Ziff Capital Management Group LLC ("OZM"), a Delaware
limited liability company, which owns 100% of OZHC, with
respect to the Shares reported in this Schedule 13G managed
by OZ and held by the Accounts.
(iv) Daniel S. Och, who is the Chief Executive Officer of OZHC
and the CEO, Executive Managing Director, and Chairman of
the Board of Directors of Och-Ziff Capital Management Group
LLC, with respect to the Shares reported in this Schedule
13G managed by OZ and held by the Accounts.
The citizenship of OZ, OZHC and OZM is set forth above. Daniel S. Och
is a United States citizen.
The address of the principal business office of each of the Reporting
Persons is 9 West 57th Street, 39th Floor, New York, NY 10019.
Schedule 13G PAGE 7 of 12
CUSIP No. 64125G100
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.001 par value
ITEM 2(e). CUSIP NUMBER: 64125G100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940:
see Rule 13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]
Schedule 13G PAGE 8 of 12
CUSIP No. 64125G100
ITEM 4. OWNERSHIP.
OZ serves as principal investment manager to a number of investment
funds and discretionary accounts (the "Accounts") with respect to which it has
voting and dispositive authority over the Shares reported in this Schedule 13G.
OZHC serves as the general partner of OZ and OZ Advisors LP, which serves as the
general partner of another investment Account with respect to which it has
voting and dispositive authority over the Shares reported in this Schedule 13G.
As such, OZHC may be deemed to control OZ and OZ Advisors LP and, therefore, may
be deemed to be the beneficial owner of the Shares reported in this Schedule
13G. OZM is the sole shareholder of OZHC and as such it may be deemed to be the
beneficial owner of the Shares reported in this Schedule 13G. Mr. Daniel S. Och
is the Chief Executive Officer, Executive Managing Director and Chairman of the
Board of Directors of OZM. As such, he may be deemed to control such entity and
therefore may be deemed to be the beneficial owner of the Shares reported in
this Schedule 13G.
Each of the Reporting Persons hereby disclaims any beneficial
ownership of any such Shares.
A. OZ
(a) Amount beneficially owned:
(b) Percent of class: 8.70%* Based upon (i) the 69,151,608 shares of
common stock outstanding as of November 9, 2007, as reflected in the Form 10-QSB
for the quarterly period ended September 30, 2007 and (ii) 7,750,650 shares of
the Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i)
because such shares may be obtained and beneficially owned upon conversion
within 60 days of derivative securities currently owned by the Reporting
Persons.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
6,688,928
(iii) sole power to dispose or to direct the disposition
of 0
(iv) shared power to dispose or to direct the disposition
of 6,688,928
B. OZHC
(a) Amount beneficially owned:
(b) Percent of class: 9.99%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
7,682,535
(iii) sole power to dispose or to direct the disposition
of 0
(iv) shared power to dispose or to direct the disposition
of 7,682,535
C. OZM
(a) Amount beneficially owned:
(b) Percent of class: 9.99%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
Schedule 13G PAGE 9 of 12
CUSIP No. 64125G100
(ii) shared power to vote or to direct the vote
7,682,535
(iii) sole power to dispose or to direct the disposition
of 0
(iv) shared power to dispose or to direct the disposition
of 7,682,535
D. Daniel S. Och
(a) Amount beneficially owned:
(b) Percent of class: 9.99%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
7,682,535
(iii) sole power to dispose or to direct the disposition
of 0
(iv) shared power to dispose or to direct the disposition
of 7,682,535
* The Reporting Persons hold (i) the Company's 3% Senior Secured Convertible
Notes due June 30, 2011 (the "Convertible Notes"), which are convertible into
3,636,365 shares of Common Stock at an initial conversion price of $1.65 per
share, subject to customary anti-dilution adjustments; (ii) Warrants exercisable
for 2,400,000 shares of the Company's Common Stock at $2.50 per share; and (iii)
Warrants exercisable for 1,714,285 shares of the Company's Common Stock at $3.50
per share. The Convertible Notes and Warrants may be converted within 60 days
into a total of 7,750,650 shares of the Company's Common Stock, which represents
10.08% of the shares of Common Stock deemed to be outstanding pursuant to
Securities Exchange Act Rule 13d-3(d)(1)(i). However, pursuant to the terms of
the Investor Rights Agreement entered into as of November 19, 2007 between the
Company and the Accounts controlled by the Reporting Persons, the conversion
right may be exercised only to the extent that, immediately upon conversion of
the Convertible Notes and exercise of the Warrants, the holder is the beneficial
owner of no more than 9.99% of the Company's outstanding Common Stock. Based
upon (i) the 69,151,608 shares of Common Stock outstanding as of November 9,
2007, as reflected in the Form 10-QSB for the quarterly period ended September
30, 2007 and (ii) 7,750,650 shares of the Common Stock deemed to be outstanding
pursuant to Rule 13d-3(d)(1)(i), the Reporting Persons currently may not convert
Convertible Notes and Warrants held into more than 7,682,535 shares of Common
Stock, the amount for which beneficial ownership is reported herein.
Schedule 13G PAGE 10 of 12
CUSIP No. 64125G100
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 4.
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 Item 4.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
Each of the Reporting Persons hereby make the following certification:
By signing below each Reporting Person certifies that, to the best of
its 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 not held
in connection with or as a participant in any transaction having that purpose or
effect.
Schedule 13G PAGE 11 of 12
CUSIP No. 64125G100
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: November 29, 2007 /s/ Daniel S. Och
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OZ MANAGEMENT, LP
By Och-Ziff Holding Corporation
its general partner
By Daniel S. Och
Chief Executive Officer
/s/ Daniel S. Och
-----------------------------------
OCH-ZIFF HOLDING CORPORATION
By Daniel S. Och
Chief Executive Officer
/s/ Daniel S. Och
-----------------------------------
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
By Daniel S. Och
Chief Executive Officer, Executive
Managing Director and Chairman of the
Board of Directors
/s/ Daniel S. Och
-----------------------------------
Daniel S. Och
Schedule 13G PAGE 12 of 12
CUSIP No. 64125G100
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
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 acquisition 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 or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: November 29, 2007 /s/ Daniel S. Och
-----------------------------------
OZ MANAGEMENT, LP
By Och-Ziff Holding Corporation
its general partner
By Daniel S. Och
Chief Executive Officer
/s/ Daniel S. Och
-----------------------------------
OCH-ZIFF HOLDING CORPORATION
By Daniel S. Och
Chief Executive Officer
/s/ Daniel S. Och
-----------------------------------
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
By Daniel S. Och
Chief Executive Officer, Executive
Managing Director and Chairman of the
Board of Directors
/s/ Daniel S. Och
-----------------------------------
Daniel S. Och