-----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, JTb9SchwYmp+5NslB2v4KNZMZ6dbbbZts8JTkDRn8fgzlKpg1rb3j2j6nEPmE2FD 7OuDbUD83r1tXZh6IPgx1w== 0000950116-98-001946.txt : 19980930 0000950116-98-001946.hdr.sgml : 19980930 ACCESSION NUMBER: 0000950116-98-001946 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980929 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAM CORP CENTRAL INDEX KEY: 0000925741 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-LEGAL SERVICES [8111] IRS NUMBER: 232753988 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52381 FILM NUMBER: 98717089 BUSINESS ADDRESS: STREET 1: 1010 NORTHERN BLVD STREET 2: STE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 MAIL ADDRESS: STREET 1: 1010 NORTHERN BLVD., SUITE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISRAEL ROY CENTRAL INDEX KEY: 0001071205 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1010 NORTHERN BOULEVARD SUITE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 5168294343 MAIL ADDRESS: STREET 1: 1010 NORTHERN BOULEVARD SUITE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 SC 13D 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ____) NAM Corporation - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $.001 Par Value - ------------------------------------------------------------------------------ (Title of Class of Securities) 62872L 10 8 - ------------------------------------------------------------------------------ (CUSIP Number) Robert S. Matlin, Esq. Camhy Karlinsky & Stein LLP 1740 Broadway, 16th Floor New York, New York 10019 (212) 977-6600 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 18, 1998 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) SCHEDULE 13D _______________________________________________________________________________ CUSIP No. 62872L 10 8 Page 2 of 5 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Roy Israel S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* PF ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 1,020,800 shares (See Item 5) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | -0- PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 1,020,800 shares (See Item 5) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | -0- _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,050,800 (See Item 5) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] (See Item 5) ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D _______________________________________________________________________________ CUSIP No. 62872L 10 8 Page 3 of 5 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Carla Israel S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 61,903 (See Item 5) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | -0- PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 61,903 (See Item 5) |_____|_________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | -0- _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,903 (See Item 5) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ------------------- Page 4 of 5 Pages ------------------- Item 1. Security and Issuer This statement relates to the Common Stock, $.001 par value (the "Common Stock"), of NAM Corporation (the "Company"). The Company's principal executive offices are located at 1010 Northern Boulevard, Suite 336, Great Neck, New York 11021. Item 2. Identity and Background This report is being filed by Roy Israel and Carla Israel. The business address for both individuals is 1010 Northern Boulevard, Suite 336, Great Neck, New York 11201. Mr. Israel is the President, Chief Executive Officer and Chairman of the Board of Directors of the Company. Mrs. Israel is the Secretary of the Company. Mr. & Mrs. Israel are spouses. During the last five years, neither Mr. Israel nor Mrs. Israel have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. Mr. and Mrs. Israel are both citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration The source and the amount of funds or other consideration used by Mr. Israel to acquire 1,020,800 shares of Common Stock were personal funds. Mr. Israel has the option, granted to him under the Company's Amended and Restated 1996 Stock Option Plan (the "Plan"), to purchase 60,000 shares of Common Stock at exercise prices ranging from $1.79 to $2.25 per share. 30,000 of such options vested on September 18, 1998. The 61,903 shares of Common Stock owned by Mrs. Israel were granted to Mrs. Israel by the Company for services rendered. Item 4. Purpose of Transaction (i) Mr. Israel was granted options to purchase 60,000 shares of Common Stock under the Plan on September 18, 1997. On September 18, 1998, 30,000 of such options vested, causing a change in the beneficial ownership of Mr. Israel. (ii) Mrs. Israel has executed an agreement by which she has agreed to vote her 61,903 shares of Common Stock in the same manner as Mr. Israel votes his shares of Common Stock. Item 5. Interest in Securities of the Issuer A. (i) Mr. Israel has beneficial ownership of 1,050,800 shares of Common Stock, or 31.2% of the outstanding Common Stock, of which 1,020,800 shares are owned directly by Mr. Israel and 30,000 shares are owned pursuant to options to purchase Common Stock which are exercisable within 60 days. In addition, Mr. Israel is an indirect beneficial owner of 61,903 shares owned by Mrs. Israel and 114,436 shares owned by the Roy Israel Irrevocable Trust. If the shares which Mr. Israel indirectly owns are included, Mr. Israel has beneficial ownership of 1,227,139 shares or 36.5% of the outstanding. Mr. Israel disclaims beneficial ownership for the shares owned by Mrs. Israel and the Roy Israel Irrevocable Trust. (ii) Mr. Israel has the sole right to vote 1,020,800 shares of Common Stock. ------------------- Page 5 of 5 Pages ------------------- (iii) Mr. Israel has not effected any transactions in the securities reported on during the past 60 days. (iv) Mr. Israel does not know of any person who 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 the Common Stock. (v) Not applicable. B. (i) Mrs. Israel has beneficial ownership of 61,903 shares of Common Stock or 1.9% of the outstanding Common Stock. In addition Mrs. Israel is an indirect beneficial owner of 1,050,800 shares of Common Stock owned by Mr. Israel (inclusive of options to purchase 30,000 shares of Common Stock which vested on September 18, 1998). Mrs. Israel disclaims beneficial ownership for shares owned by Mr. Israel. (ii) Mrs. Israel has the sole right to vote 61,903 shares of Common Stock. (iii) Mrs. Israel has not effected any transactions in the Securities reported on during the past 60 days. (iv) Mrs. Israel does not know of any person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds form the sale of, the shares of Common Stock. (v) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise noted, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Israel and any other person or between Mrs. Israel and any other persons with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits Exhibit A - Letter Agreement of Carla Israel 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. September 28, 1998 /s/ ROY ISRAEL ----------------------- Roy Israel September 28, 1998 /s/ CARLA ISRAEL ----------------------- Carla Israel Exhibit A CARLA ISRAEL c\o NAM Corporation 1010 Northern Blvd., Suite 336 Great Neck, New York 11021 September 19, 1998 Roy Israel c\o NAM Corporation 1010 Northern Blvd., Suite 336 Great Neck, New York 11021 Re: Voting Intentions ----------------- Dear Roy: I am the registered owner of 61,903 shares of Common Stock of NAM Corporation. As of the date hereof, I intend to vote such shares in the same manner as you vote the shares of Common Stock of NAM Corporation registered in your name. Very truly yours, /s/ Carla Israel Carla Israel -----END PRIVACY-ENHANCED MESSAGE-----