-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALq7uLtjlgdpoOSMW9oZlkHDkbd5M71yOiZ1yZqDHCLP4RPJmNbiyI8CL9qC6n/D 3tq/sFqVVUFnnA4rKSa9NA== 0001104659-04-002624.txt : 20040204 0001104659-04-002624.hdr.sgml : 20040204 20040204165930 ACCESSION NUMBER: 0001104659-04-002624 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040204 GROUP MEMBERS: HERSKOVITS ENTERPRISES L.L.C FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HERSKOVITS THOMAS CENTRAL INDEX KEY: 0001269480 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O NATURAL GOLF CORP STREET 2: 1200 E BUSINESS CENTER DR CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL GOLF CORP CENTRAL INDEX KEY: 0001039387 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 363745860 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79510 FILM NUMBER: 04567501 BUSINESS ADDRESS: STREET 1: 1200 EAST BUSINESS CENTER DRIVE STREET 2: SUITE 400 CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 BUSINESS PHONE: 8477950100 MAIL ADDRESS: STREET 1: 1200 EAST BUSINESS CENTER DRIVE STREET 2: SUITE 400 CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 SC 13G 1 a04-1891_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Natural Golf Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

63888E203

(CUSIP Number)

 

December 17, 2003

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*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).

 



 

CUSIP No.  63888E203

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thomas Herskovits

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,109,521 shares of Common Stock(1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,109,521 shares of Common Stock(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,109,521 shares of Common Stock(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
CERTAIN SHARES*

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 21.9% as of the date of this filing.  (Based on 5,021,254 shares of Common Stock issued and outstanding as of December 17, 2003, plus the shares of Common Stock issuable upon the conversion of the secured debenture and exercise of the warrant referred to in Footnote 1 to Item 4.)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  See Footnote 1 in Item 4.

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Herskovits Enterprises L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois Limited Liability Company
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,109,521 shares of Common Stock(1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,109,521 shares of Common Stock(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,109,521 shares of Common Stock(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
CERTAIN SHARES*

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 21.9% as of the date of this filing.  (Based on 5,021,254 shares of Common Stock issued and outstanding as of December 17, 2003, plus the shares of Common Stock issuable upon the conversion of the secured debenture and exercise of the warrant referred to in Footnote 1 to Item 4.)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)  See Footnote 1 in Item 4.

 

3



 

Item 1.

 

(a)

Name of Issuer
NATURAL GOLF CORPORATION

 

(b)

Address of Issuer’s Principal Executive Offices
1200 East Business Center Drive, Suite 400
Mount Prospect, Illinois 60056

 

Item 2.

 

(a)

Name of Person Filing
Thomas Herskovits

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Natural Golf Corporation
1200 East Business Center Drive, Suite 400
Mount Prospect, Illinois 60056

 

(c)

Citizenship
U.S. Citizen

 

 

 

 

(a)

Name of Person Filing
Herskovits Enterprises L.L.C.

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Natural Golf Corporation
1200 East Business Center Drive, Suite 400
Mount Prospect, Illinois 60056

 

(c)

Citizenship
Illinois Limited Liability Company

 

(d)

Title of Class of Securities
Common Stock, no par value per share

 

(e)

CUSIP Number
63888E203

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

4



 

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box.  o

 

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   
1,109,521 shares of Common Stock(1)

 

(b)

Percent of class:   
Approximately 21.9% as of the date of this filing.  (Based on 5,021,254 shares of Common Stock issued and outstanding as of December 17, 2003, plus the shares of Common Stock issuable upon the conversion of the secured debenture and exercise of the warrant referred to in Footnote 1 to Item 4.)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   
0

 

 

(ii)

Shared power to vote or to direct the vote    
1,109,521 shares of Common Stock(1)

 

 

(iii)

Sole power to dispose or to direct the disposition of   
0

 

 

(iv)

Shared power to dispose or to direct the disposition of   
1,109,521 shares of Common Stock(1)

 


(1)                                  The securities reported herein include: (i) 764,143 shares of common stock owned by Thomas Herskovits; (ii) 292,878 shares of common stock owned by Herskovits Enterprises L.L.C., an Illinois limited liability company owned by Thomas Herskovits;

 

5



 

and (iii) 52,500 shares of common stock that are issuable upon conversion of a secured debenture and exercise of a warrant that are owned by Thomas Herskovits.

 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable.

 

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 or Control Person

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

Not Applicable.

 

6



 

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.

 

 

Dated this 4th day of February, 2004

 

 

THOMAS HERSKOVITS

 

 

 

 

 

/s/ Thomas Herskovits

 

 

Thomas Herskovits

 

 

 

 

 

HERSKOVITS ENTERPRISES L.L.C.

 

 

 

 

 

 

By:

Thomas Herskovits, its
managing member

 

 

 

 

 

 

 

/s/ Thomas Herskovits

 

 

 

 

Thomas Herskovits

 

7



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

1

 

Agreement Pursuant to Rule 13d-1 (k) (1) (iii) Concerning Joint Schedule 13G Filing

 


EX-1 3 a04-1891_1ex1.htm EX-1

EXHIBIT 1

 

AGREEMENT PURSUANT TO RULE 13D-1 (k) (1) (iii)
CONCERNING JOINT SCHEDULE 13G FILING

 

The undersigned each agree, in connection with their beneficial ownership of common stock of Natural Golf Corporation, (i) that a Schedule 13G shall be filed jointly by them pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), together with any amendments to the Schedule 13G that from time to time may be required; and (ii) that the Schedule 13G and any such amendments are filed on behalf of each of them.  The undersigned acknowledge their respective responsibilities with respect to Schedule 13G as set forth in Rule 13d-1 (k) (1) promulgated under the Exchange Act.

 

This Agreement may be executed in counterparts.

 

Dated as of:  February 4, 2004

 

 

THOMAS HERSKOVITS

 

 

 

 

 

/s/ Thomas Herskovits

 

 

Thomas Herskovits

 

 

 

 

 

HERSKOVITS ENTERPRISES L.L.C.

 

 

 

 

 

 

By:

Thomas Herskovits, its
managing member

 

 

 

 

 

 

 

/s/ Thomas Herskovits

 

 

 

 

Thomas Herskovits

 


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