UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )*
GOLF ROUNDS.COM, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
38168R108
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(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
Telephone: (212) 818-8800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 16, 2000
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(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 that 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.
*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 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).
Page 1 of 10 Pages
Exhibit Index on Page 9
<PAGE>
SCHEDULE 13D
CUSIP No. 38168R108 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Nagelberg Family Trust Dated 9/24/97
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
429,229 (See Item 5)
----------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 429,229 (See Item 5)
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,229
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
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14 TYPE OF REPORTING PERSON*
00
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*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>
CUSIP No. 38168R108 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David S. Nagelberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
429,229 (See Item 5)
----------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 429,229 (See Item 5)
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,229
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
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14 TYPE OF REPORTING PERSON*
IN
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*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>
CUSIP No. 38168R108 Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Bette Nagelberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
429,229 (See Item 5)
----------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 429,229 (See Item 5)
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,229
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
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14 TYPE OF REPORTING PERSON*
IN
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*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>
CUSIP No. 38168R108 Page 5 of 10 Pages
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, $.01 par value ("Common Stock"), of Golf Rounds.com, Inc., a
Delaware corporation ("Issuer"), whose principal executive offices are located
at 376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921.
The percentages of beneficial ownership reflected in this Statement are
based upon 3,447,496 shares of Common Stock outstanding on April 10, 2000, which
number has been obtained directly from the Issuer.
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of The Nagelberg Family Trust
dated 9/24/97 ("Nagelberg Trust"), David S. Nagelberg and Bette Nagelberg
(individually, each a "Reporting Person" and collectively, the "Reporting
Persons").
Nagelberg Trust, David S. Nagelberg and Bette Nagelberg each have an
address of 7012 Rancho La Cima Drive, Rancho Santa Fe, California 92067.
Nagelberg Trust is a trust organized and existing under the laws of the
State of California. David S. Nagelberg and Bette Nagelberg are individuals who
are citizens of the United States and are the co-trustees of Nagelberg Trust.
None of the Reporting Persons has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
None of the Reporting Persons has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order enjoining it from engaging in future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws during the
last five years.
Item 3. Source and Amounts of Funds or Other Consideration
Nagelberg Trust used its working capital to acquire the Common Stock
reported upon in this Schedule 13D as owned by it. Neither David S. Nagelberg
nor Bette Nagelberg directly owns any shares of Common Stock of the Issuer.
Item 4. Purpose of Transactions
Each of the Reporting Persons has acquired the securities specified in Item
5 of this Schedule 13D for investment purposes. Each of the Reporting Persons
may acquire additional securities from time to time in the market or in private
transactions. None of the Reporting Persons has any agreements to acquire any
additional Common Stock at this time. None of the Reporting Persons has any
present plans that relate to or would result in: an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; a sale or transfer of a material amount of
<PAGE>
CUSIP No. 38168R108 Page 6 of 10 Pages
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assets of the Issuer or any of its subsidiaries; any change in the present board
of directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; any material change in the present capitalization or dividend policy of
the Issuer; any other material change in the Issuer's business or corporate
structure; changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions that may impede the acquisition of control of the
Issuer by any person; causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; causing a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities and Exchange Act of 1934; or any action similar to the above, except
that the Reporting Persons are aware that the Issuer's board of directors plans
to appoint a director to fill an existing vacancy on the board of directors. The
directors have not yet chosen an individual to fill such vacancy.
Item 5. Interest in Securities of the Issuer
Nagelberg Trust owns 429,229 shares of Common Stock directly. Nagelberg
Trust has sole voting and investment power over such shares. Nagelberg Trust is
deemed to beneficially own 429,229 shares of Common Stock, representing 12.5% of
the outstanding shares of Common Stock. Nagelberg Trust purchased 289,229 shares
of the Issuer's Common Stock at a price of $1.375 per share in a private
placement conducted by the Issuer that closed on March 16, 2000.
Neither David S. Nagelberg nor Bette Nagelberg owns directly any shares of
Common Stock of the Issuer. As the trustees of Nagelberg Trust, David S.
Nagelberg and Bette Nagelberg have the power to control the voting and
investment of the 429,229 shares owned by Nagelberg Trust.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
On January 18, 2000, six stockholders of the Issuer ("Sellers") entered
into a stock purchase agreement ("Stock Purchase Agreement") with seven
purchasers, including Nagelberg Trust (the "Purchasers"), pursuant to which the
Sellers agreed to sell to the Purchasers an aggregate of 500,000 shares of
Common Stock at a price of $1.375 per share. In connection with the transactions
contemplated by the Stock Purchase Agreement, the persons who were then serving
as the Issuer's directors, Messrs. Paul O. Koether, John W. Galuchie, Jr. and
Thomas K. Van Herwarde, entered into a related agreement ("Related Agreement")
with the Purchasers pursuant to which, among other things, Messrs. Koether,
Galuchie and Van Herwarde agreed to resign as directors and appoint new
directors designated by the Purchasers. The Purchasers designated Messrs. Robert
H. Donehew, Larry Grossman and John F. McCarthy, III, for appointment to the
board of directors of Golf Rounds, to take office upon the resignation of the
existing directors. Mr. Koether and entities he controlled, including some of
the other Sellers, also gave Donehew Fund Limited Partnership, one of the
Purchasers, as the designee of the Purchasers, irrevocable proxies to vote an
additional 449,690 shares of the Issuer's common stock that Mr. Koether and such
other entities owned.
<PAGE>
CUSIP No. 38168R108 Page 7 of 10 Pages
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The sale of shares contemplated by the Stock Purchase Agreement was
consummated on January 21, 2000, and on that date the proxies given by Mr.
Koether and certain entities controlled by him to Donehew Fund Limited
Partnership became effective. The resignations of Messrs. Koether, Galuchie and
Van Herwarde, and the appointment of Messrs. Donehew, Grossman and McCarthy,
took effect on February 3, 2000.
The Sellers included Asset Value Holdings, Inc., a Delaware corporation of
which Mr. Koether is President and Mr. Galuchie is Treasurer, Bradford Trading
Company, a Delaware corporation, Mr. Koether, Shamrock Associates, a New Jersey
limited partnership of which Mr. Koether is the general partner, Sun Equities
Corporation, a Delaware corporation of which Mr. Koether is Chairman and Mr.
Galuchie is Vice President and a director, and Mr. Van Herwarde.
The persons or entities who gave proxies to Donehew Fund Limited
Partnership included Paul O. Koether, Paul O. Koether Individual Retirement
Account, Asset Value Holdings, Inc., Shamrock Associates and Sun Equities
Corporation.
The Purchasers, including Nagelberg Trust, Donehew Fund, filed a report on
Schedule 13D with respect to their ownership of Common Stock of the Issuer
resulting from the transactions described above on February 1, 2000. The
Purchasers filed an amendment to such Schedule 13D as of February 4, 2000.
Item 7. Material to be Filed as Exhibits
Exhibit 1: Stock Purchase Agreement, dated January 18, 2000, incorporated
by reference to Exhibit 2.1 of the Issuer's Form 8- K, filed
January 19, 2000.
Exhibit 2: Agreement, dated January 18, 2000, incorporated by reference
to Exhibit 2.2 of the Issuer's Form 8-K, filed January 19,
2000.
Exhibit 3: Joint Filing Agreement, dated as of April 27, 2000, by and
among each of the Reporting Persons.
<PAGE>
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: April 27, 2000
NAGELBERG FAMILY TRUST DATED 9/24/97
By: /s/ David S. Nagelberg
----------------------------
David S. Nagelberg, Trustee
/s/ David S. Nagelberg
-------------------------------
David S. Nagelberg, for himself
/s/ Bette Nagelberg
----------------------------
Bette Nagelberg, for herself
Page 8 of Pages 10
<PAGE>
Exhibit Index
Exhibit 1: Stock Purchase Agreement, dated January 18, 2000, incorporated
by reference to Exhibit 2.1 of the Issuer's Form 8- K, filed
January 19, 2000.
Exhibit 2: Agreement, dated January 18, 2000, incorporated by reference
to Exhibit 2.2 of the Issuer's Form 8-K, filed January 19,
2000.
Exhibit 3: Joint Filing Agreement, dated as of April 27, 2000, by and
among each of the Reporting Persons.
Page 9 of 10 Pages
<PAGE>
EXHIBIT 3
JOINT FILING AGREEMENT
AGREEMENT dated as of April 27, 2000, among The Nagelberg Family Trust
dated 9/24/97, David S. Nagelberg and Bette Nagelberg (collectively, the
"Parties").
Each of the Parties hereto represents to the other Parties that it is
eligible to use Schedule 13D to report its beneficial interest in shares of
common stock, $.01 par value per share, of Golf Rounds.com, Inc. ("Schedule
13D") and it will file the Schedule 13D on behalf of itself.
Each of the Parties agrees to be responsible for the timely filing of the
Schedule 13D and any and all amendments thereto and for the completeness and
accuracy of the information concerning itself contained in the Schedule 13D, and
the other Parties to the extent it knows or has reason to believe that any
information about the other Parties is inaccurate.
NAGELBERG FAMILY TRUST DATED 9/24/97
By: /s/ David S. Nagelberg
----------------------------
David S. Nagelberg, Trustee
/s/ David S. Nagelberg
-------------------------------
David S. Nagelberg, for himself
/s/ Bette Nagelberg
----------------------------
Bette Nagelberg, for herself
Page 10 of 10 Pages
