As filed with the Securities and Exchange Commission on June 6, 1996
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
NAL FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware 23-2455294
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(State or other Jurisdiction of incorporation) (I.R.S. Identification Number)
500 Cypress Creek Road West
Suite 590
Fort Lauderdale, FL 33309
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(Address including zip code, and telephone number,
including area code, of registrant's principal executive office
and principal place of business)
Mr. Robert R. Bartolini
500 Cypress Creek Road West
Suite 590
Fort Lauderdale, FL 33309
(954) 938-8200
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
with a copy to:
Stephen M. Cohen, Esquire
Buchanan Ingersoll Professional Corporation
Two Logan Square, 12th Floor
18th & Arch Streets
Philadelphia, PA 19103
(215) 665-3800
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<PAGE>
Approximate date of proposed sale to the public: As soon as practicable
following the date on which this Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
------------------------------
The Company hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Company shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed
Maximum
Title of Each Proposed Maximum Aggregate Amount of
Class of Securities Amount to be Offering Price Per Offering Registration
to be Registered Registered Share(1)(2) Price(2) Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock
$.01 par value(3) 685,215 $15.50 $10,620,832.50 $3,662.30
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Fee calculated upon the basis of the closing price of the Company's Common
Stock on June 4, 1996 of $15.50, which date is within five (5) business
days prior to the date of filing of this Registration Statement.
(3) Represents shares of the Company's Common Stock which may be offered by
certain Selling Stockholders. See "Selling Stockholders."
<PAGE>
SUBJECT TO COMPLETION DATED JUNE 6, 1996
PRELIMINARY
PROSPECTUS
NAL FINANCIAL GROUP INC.
685,215 Shares of Common Stock
offered by certain Selling Stockholders
This Prospectus relates to 685,215 shares of Common Stock (the "Shares")
which consist of: (i) 288,750 Shares of Common Stock previously issued by the
Company, including 60,000 Shares being offered by an executive officer; (ii)
289,840 Shares of Common Stock issuable, if at all, upon the conversion of an
outstanding class of 9% convertible debentures (the "Debentures"); and (iii)
106,625 Shares of Common Stock issuable, if at all, upon the exercise of common
stock purchase warrants ("Warrants") issued by the Company in conjunction with
the Debentures. The Shares, Debentures and Warrants were previously issued by
the Company in private placement transactions.
The Shares of Common Stock may be offered by the Selling Stockholders
identified in this Prospectus or by donees, pledgees, transferees, or other
successors in interest, for sale from time to time by the holders in regular
brokerage transactions on NASDAQ, either directly or through brokers or to
dealers, in private sales or negotiated transactions, or otherwise, at prices
related to then prevailing market prices. The Company will not receive any of
the proceeds of the sale of Shares of Common Stock by the Selling Stockholders.
All expenses of the registration of such securities will be borne by the
Company. The Selling Stockholders, and not the Company, will pay or assume all
applicable brokerage commissions or other costs of sale as may be incurred in
the sale of such securities. See "SELLING STOCKHOLDERS."
The Company will assume no responsibility for the sale of the Shares of
Common Stock of the Selling Stockholders, nor can there be any assurances that a
liquid trading market will exist for the sale of the Shares of Common Stock to
be offered by the Selling Stockholders. See "RISK FACTORS."
The Company's Common Stock is included on the National Market System of the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
under the symbol "NALF." The closing price of the Company's Common Stock as
reported by NASDAQ on June 4, 1996 was $15.50.
No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Company or the
Selling Stockholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Common Stock offered
by this Prospectus, nor does it constitute an offer to sell or a solicitation of
any offer to buy any shares of Common Stock offered hereby to any person in any
jurisdiction where it is unlawful to
<PAGE>
make such an offer or solicitation to such person. Neither the delivery of
this Prospectus nor any sale hereunder shall under any circumstances create any
implication that information contained herein is correct as of any time
subsequent to the date hereof.
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PURCHASE OF THESE SECURITIES MAY INVOLVE MATERIAL RISKS. A DISCUSSION OF
THESE RISK FACTORS APPEARS ON PAGES 2 - 10.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
===================================================================================================================
Underwriting Proceeds to
Discounts the Selling
Class of Price to and Security
Security Public Commissions Holders
===================================================================================================================
<S> <C> <C> <C>
Shares of
Common Stock _____ (1) $10,620,832.50(2)
===================================================================================================================
</TABLE>
(1) This does not take into account the costs of this Offering, including
among others, filing, printing and professional fees, estimated at
$35,000, which will be borne entirely by the Company.
(2) Represents the anticipated sale by the Selling Security Holders at
$15.50 per share, the last reported sales price reported on The NASDAQ
National MarketSM on June 4, 1996. There can be no assurances, however,
that the Selling Security Holders will be able to sell their shares at
this price, or that a liquid market will exist for the Company's Common
Stock. The Company will receive no proceeds upon the sale of shares of
Common Stock by the Selling Security Holders.
The date of this Prospectus is June __, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act"), and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Reports and other information filed by the Company with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at: Seven
World Trade Center, Suite 1300, New York, New York 10048 and Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material may be obtained upon written request addressed to the Commission
at the Public Reference Section, at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, the Common Stock is listed on NASDAQ
and reports and other information concerning the Company may also be inspected
at the offices of The National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, DC 20006.
In addition, the Company will provide without charge to each person to whom
this Prospectus is delivered, upon either the written or oral request of such
person, the Annual Report to Stockholders for the Company's latest fiscal year
and a copy of any or all of the documents incorporated herein by reference other
than exhibits to such documents. See "INCORPORATION OF DOCUMENTS BY REFERENCE".
Such requests should be directed to JoAnn Woodside, Vice-President-Investor
Relations, NAL Financial Group Inc., 500 Cypress Creek Road West, Suite 590,
Fort Lauderdale, FL 33309.
<PAGE>
THE COMPANY
The Company
NAL Financial Group Inc. (hereinafter, the "Company" or "NAL") commenced
operations during June 1991 as a specialized finance company for the purpose of
engaging in consumer finance transactions involving the origination, purchase,
remarketing and servicing of consumer and mortgage loans and auto lease
receivables.
Because of the opportunities presented by the insolvency and reorganization
of many financial institutions at the time, from inception through the second
quarter of 1994, the Company's principal activities involved the bulk purchase
and servicing of seasoned portfolios of consumer and mortgage loans and auto
lease receivables that had been administered by the Resolution Trust Corporation
("RTC") or Federal Deposit Insurance Corporation ("FDIC").
In response to the decreasing availability of seasoned portfolios, since
the second quarter of 1994 the Company's principal focus has shifted to other
segments of the consumer finance industry, particularly auto finance. Although
opportunistic purchases of seasoned auto related portfolios may still be
considered by management, the principal focus of the Company's business since
June 1994, has been the acquisition and servicing of automotive leases and loans
originated by dealers in connection with sales or leases to persons with
sub-prime credit. While certain of the Company's loans and leases may be held
until maturity, the Company intends to periodically attempt the pooling and sale
of portfolios of loans and leases through securitization transactions.
The Company services its own portfolio of receivables as well as portfolios
sold through securitization transactions. The Company's principal revenue
sources are interest income and fees earned on loans held in portfolio, as well
as realized gains and servicing fees from loans sold in securitization
transactions, and remarketing efforts to consumers.
The Company operates its business through six wholly-owned subsidiaries,
NAL Acceptance Corporation ("NAC"), NAL Mortgage Corporation ("NMC"), NAL
Insurance Services, Inc. ("NIS"), Performance Cars of South Florida, Inc.
("PCSF"), Autorics, Inc. ("Autorics") and Autorics II, Inc. ("Autorics II").
(Unless otherwise specified, references to the Company shall include NAC, NMC,
NIS, Autorics, Autorics II, and/or PCSF).
The Company's principal executive office is located at 500 Cypress Creek
Road West, Suite 590, Fort Lauderdale, Florida 33309.
RISK FACTORS
The securities offered hereby are speculative in nature, involve a high
degree of risk and an investment in the Common Stock should not be made by any
investor who cannot afford the loss of his entire investment. Prior to making an
investment decision with respect to the Common Stock offered by this Prospectus,
prospective investors should carefully consider, along with the other matters
discussed in this Prospectus, the following risk factors:
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<PAGE>
1. Dependence upon Adequate Sources of Financing.
Historically, a substantial portion of the Company's working capital has
been provided through the sale of debt participation interests and revolving
lines of credit provided by the Company's principal lenders. During the period
from April 1995 through April 1996, the Company secured additional funding
through warehouse credit facilities and through the sale of Debentures and
shares of Common Stock in private placement transactions. During December 1995
and March 1996, the Company secured additional funding through the sale of
approximately $81 million of automotive loans in the aggregate in two
privately-placed securitization transactions. The proceeds from these
transactions were used to pay down warehouse lines of credit, thereby making the
warehouse facilities available to fund acquisitions of additional automotive
contracts. The Company expects to complete future securitizations from time to
time. However, there can be no assurances to that effect. See "RISK FACTOR #2."
The Company utilizes these sources of funding to finance the purchase of
its consumer loans and lease receivables. Accordingly, the Company's ability to
maintain and expand its portfolio of loan and lease receivables, while dependent
upon a number of factors, relies predominantly upon the availability of adequate
capital at rates and upon terms acceptable to the Company. There can be no
assurances that such sources of financing will continue to remain available to
the Company, or that the Company will be able to secure increased sources of
financing or complete additional securitizations.
The Company remains in compliance with the terms of its existing lines of
credit and debt participation interests. A default under any of these
arrangements in the future could have a materially adverse effect on the
Company's finances. The Company's ability to keep these financing sources in
place depends upon its continued compliance with the terms thereof. The
Company's ability to obtain successor facilities or similar financing will
depend on, among other things, the willingness of financial institutions to
participate in funding sub-prime credits and the Company's future financial
condition and results of operations.
2. Continuing Ability To Securitize Loans.
During December 1995 and March 1996, the Company completed the sale in the
aggregate of approximately $81 million of automobile loans in two
privately-placed securitization transactions. Securitization enables the Company
to sell automobile contracts on a regular basis, while continuing to receive
servicing fees and excess cash flow, and to use the proceeds from such sales to
acquire additional contracts.
The Company intends to use the proceeds from such securitization sales to
pay down warehouse lines of credit. Under the terms of a $50 million warehouse
repurchase facility established with a lending institution, the Company is
obligated to securitize at least $250 million of loans to be financed under the
facility over a two year period, with at least $100 million securitized in any
365 day period. Failure to complete a sufficient level of securitization
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<PAGE>
transactions could result in termination of the line of credit, which if not
replaced promptly could have an adverse effect upon the Company.
3. Growth Dependent upon Expansion of Dealer Base.
To a large extent, the Company's business depends on identifying dealers
who meet certain qualifications, executing master dealer agreements with such
dealers, training such dealers to utilize the Company's services effectively and
monitoring such dealers' compliance with Company guidelines. There can be no
assurance that the Company will be successful in increasing the number of
participating dealers or maintaining its existing dealer base or that such
dealers will continue to generate a volume of contracts comparable to the volume
of contracts historically generated by such dealers.
4. Substantial Additional Dilution.
The Company is presently authorized to issue 50,000,000 shares of Common
Stock of which 6,838,107 shares are outstanding as of the date of this
Prospectus. During the period from April 1995 through the first quarter of 1996,
the Company sold $23,825,000 principal amount of Debentures in private placement
transactions. The Debentures were sold in Units together with Warrants. In April
1996, the Company sold an additional $10,000,000 principal amount of Debentures
and issued 675,000 additional Warrants in conjunction therewith. As a result of
these transactions, the Company may be caused to issue approximately 2,299,242
additional shares upon the conversion, if at all, of the principal due under the
remaining Debentures and 2,811,125 shares upon the exercise, if at all, of the
Warrants; thus potentially increasing the number of shares outstanding from
6,838,107 to 11,948,474.
Conversion of all of the outstanding Debentures, if at all, would, however,
have the effect of releasing the Company from its obligation to repay
approximately $33 million principal amount of Debentures and recharacterizing
such indebtedness to equity on the Company's financial books and records. In
addition, exercise of all of the Warrants, if at all, would have the effect of
securing for the Company additional working capital of up to approximately $32
million.
As its rate of growth continues, the Company must continue to secure
increasing amounts of financing to fund the acquisition of additional automotive
finance contracts. This may entail the sale of additional shares of Common Stock
or Common Stock equivalents which would have the effect of further increasing
the number of shares outstanding.
In connection with other business matters deemed appropriate by the
Company's management, there can be no assurances that the Company will not, in
fact, undertake the issuance of more shares of Common Stock without notice to
then existing stockholders. This may be done in order to, among others,
facilitate a business combination, acquire assets or stock of another business,
compensate employees or consultants or for other valid business reasons in the
discretion of the Company's Board of Directors. The Company has a Stock Option
Plan which is presently authorized to grant options for the sale of up to
1,000,000 shares of Common
-4-
<PAGE>
Stock. In December 1994 and December 1995, the Company granted options to
purchase an aggregate of 557,500 shares of Common Stock.
5. Effect of Outstanding Debentures and Warrants.
For the respective terms of the Debentures and Warrants, the holders
thereof are given an opportunity to profit from a rise in the trading price of
the Company's Common Stock, with a resulting dilution in the interest of the
other stockholders. The holders of such Debentures may exercise their rights of
conversion, and the holders of such Warrants may chose to exercise such
Warrants, each at prices below the current trading price of the Company's Common
Stock and at a time when the Company might be able to obtain additional capital
through a new offering of securities at prevailing market prices. The terms on
which the Company may obtain additional financing during this period may be
adversely affected by the existence of such below market Debentures and
Warrants.
6. Future Sales of Common Stock.
A substantial influx of shares into the market may have a depressive effect
upon the trading price of the Company's Common Stock. This may occur upon the
public resale of the shares issuable upon the conversion of outstanding
Debentures or upon the exercise of outstanding Warrants pursuant to existing
registration rights granted by the Company (See "RISK FACTOR #4") or upon the
public resale of outstanding shares that formerly constituted "restricted
securities", as that term is defined under Rule 144 of the Securities Act of
1933, as amended (the "Act").
The Company has issued Debentures and Warrants, which in the aggregate,
upon conversion and exercise, may result in the issuance of up to an additional
5.1 million shares of Common Stock. Furthermore, the Company has granted
registration rights to the holders of these Debentures and Warrants, certain of
which may be offered for public resale during the fourth quarter of 1996, and
the remainder of which may be offered for public resale commencing the first
quarter of 1997. The registration for resale of this volume of securities may,
in and of itself, have a depressive effect upon the trading price of the
Company's Common Stock.
In addition to the Shares that may be publicly offered for sale upon the
conversion of the Debentures and exercise of the Warrants, additional Shares may
be publicly offered for sale upon compliance with Rule 144. Through May 31,
1996, the Company issued 1,068,585 Shares upon the conversion of Debentures.
584,824 of these Shares are eligible for resale (thus considered "free-trading")
by virtue of being covered by effective registration statements filed by the
Company with the Securities and Exchange Commission. The remaining 483,761
Shares remain as restricted securities. Certain of these Shares may, by virtue
of existing registration rights, be eligible for public resale during the fourth
quarter of 1996, while the remainder would be eligible for public resale
commencing January 1997.
Pursuant to Rule 144, a person (including a group of persons whose shares
are aggregated) who has satisfied a two year holding period for restricted
securities, including an
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<PAGE>
affiliate of the Company, may sell an amount of restricted securities up to
1% of the Company's outstanding Common Stock in each three month period
thereafter. Persons who are not affiliated with the Company and who have owned
the restricted securities for at least three years are not subject to the 1%
limitation. Of the 3.1 million shares which constitute restricted securities,
approximately 2.6 million are presently held by persons who may be deemed
"affiliates" of the Company. These individuals acquired their shares during
November 1994. Accordingly, resales may occur as early as November 1996.
Provided these individuals remain "affiliates", their resales would be limited
to 1% of the Company's outstanding Common Stock in each three month period
thereafter. The remaining 483,761 of restricted securities have been issued upon
the conversion of Debentures and may be publicly resold in accordance with
existing registration rights discussed above.
Any substantial sale of restricted securities under Rule 144 may in the
future have a depressive effect upon the price of the Company's Common Stock in
any market that may develop therefor.
7. Sensitivity to Interest Rates and General Economic Conditions.
The Company's business is affected by a number of factors beyond its
control, including sales activity in the new and used automobile retail market,
which may be affected by the general condition of the economy and interest rate
levels. The Company's profitability is determined largely by the difference, or
"spread", between the rate of interest on the funds borrowed under its existing
credit facilities, and the rate of interest (or effective yield in the case of
bulk purchase portfolios) charged to and collected from its customers on their
contracts. There can be no assurance that the Company's cost of funds will not
rise to a level that adversely affects its ability to maintain profitability
with respect to the contracts it originates and/or holds. In addition, high
interest rate environments also adversely affect the financing capacity of the
Company's sub-prime customers, particularly for new vehicles. Moreover, the
Company has entered into a master repurchase facility with a lending institution
which, under its terms, gives the institution the right to make margin calls in
the event of a decrease in the market value in the contracts held for
repurchase.
8. Risks Associated with the Sub-Prime Market.
The principal focus of the Company's business is upon automotive leases or
loans that have been secured by persons with sub-prime credit. The sub-prime
market is comprised of customers who are deemed to be relatively high credit
risks due to various factors, including, among other things, the manner in which
they have handled previous credit, the absence or limited extent of their prior
credit history, or their limited financial resources. Consequently, the
contracts acquired or loans originated by the Company may bear a higher rate of
interest but also involve a higher probability of default, may involve higher
delinquency rates and may involve greater servicing costs. The Company's
profitability depends upon its ability to properly evaluate the credit
worthiness of customers and efficiently service its contracts. There can be no
assurance that the credit performance of its customers will be maintained, that
the Company's systems and controls will continue to be adequate, or that the
rate of future defaults and/or losses
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<PAGE>
will be consistent with prior experience or at levels that will maintain
the Company's profitability.
9. Reliance on Systems and Controls.
The Company's operations rely upon non-proprietary processes and controls
that are available generally, however, have been specifically developed to meet
the needs of the Company. These processes and controls support the evaluation,
acquisition, servicing and administration of the Company's loan and lease
portfolios, as well as its general corporate and management oversight functions.
There can be no assurance that the Company's processes, controls or automated
systems will continue to be adequate, or that they will be sufficient for the
Company's expansion plans. A failure of the Company's automated systems could
have a material adverse effect upon the Company's business and financial
condition.
10. Control by Directors and Officers.
The Company's officers and directors own approximately 38% of the Common
Stock of the Company. By virtue of the concentration of a substantial block of
shares in the hands of the Company's directors and officers, and in view of the
absence of cumulative voting rights, these stockholders will be in a position to
elect all of the Company's directors and control the outcome of other corporate
matters without the approval of the Company's other stockholders. In addition,
applicable statutory provisions and the ability of the Board of Directors to
issue one or more series of Preferred Stock without stockholder approval could
deter or delay unsolicited changes in control of the Company by discouraging
open market purchases of the Company's stock or a non-negotiated tender or
exchange offer for such stock, which may be disadvantageous to a majority of the
Company's stockholders who may otherwise desire to participate in such a
transaction and receive a premium for their shares.
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<PAGE>
11. Reliance on Key Personnel.
The Company is dependent upon the services of its executive officers.
Should one or more of these individuals cease to be affiliated with the Company
before acceptable replacements are found, there could be a material adverse
effect on the Company's business and prospects. Mr. Robert R. Bartolini, the
Company's Chairman and Chief Executive Officer, is the only executive officer
with whom the Company has an employment agreement. Should any of the Company's
executive officers elect to terminate their employment, there can be no
assurance that suitable replacements could be hired without the Company
incurring substantial additional costs. The Company does not presently maintain
key-man insurance on any of its executives, other than a life insurance policy
on Mr. Bartolini in the amount of $2,000,000. This policy is maintained as a
condition of the Company's credit facility with Congress Financial Corporation.
The proceeds from the policy are primarily to be applied to reduce the Company's
debt to Congress Financial Corporation, and upon payment of that debt, the
remaining proceeds shall be payable to the Company. The Company's continued
success is also dependent upon its ability to attract and retain a sufficient
number of qualified employees to support its growth strategy. There can be no
assurance that the Company will be able to recruit and retain such personnel.
12. Competition.
In general, the automotive finance industry is characterized by intense
competition. Existing and potential competitors include well-established
financial institutions, such as banks, savings and loans, small loan companies,
industrial thrifts, leasing companies and captive finance companies owned by
automobile manufacturers and others. Many of these competitors have greater
financial, technical and marketing resources than the Company. There can be no
assurance that the Company will be able to compete successfully with such
competitors in the future.
Many of the larger banks, financial institutions and captive finance arms
of automotive manufacturers have not consistently sought to do business in the
sub-prime market. These organizations have traditionally elected to limit their
activities to the higher credit quality customers. As a result, the sub-prime
credit market tends to be primarily serviced by smaller and independent finance
organizations.
The Company's business strategy is designed to capitalize on the absence of
consistent institutional sources of financing in the sub-prime market. The
competition in the sub-prime market would be significantly increased should the
large finance organizations seek to compete consistently in the sub-prime
market.
13. Regulation.
The Company's business is subject to numerous federal and state consumer
protection laws and regulations, which, among other things, require the Company
to: (i) obtain and maintain certain licenses and qualifications; (ii) limit the
interest rates, fees and other charges the Company is allowed to charge; (iii)
limit or prescribe certain other terms of the
-8-
<PAGE>
Company's contracts; (iv) provide specified disclosures; and (v) define the
Company's rights to repossess and sell collateral. An adverse change in existing
laws or regulations, or in the interpretation thereof, or the promulgation of
any additional laws or regulations could have an adverse effect on the Company's
business.
14. General Economic Conditions.
The Company is subject to risks generally inherent in the operation of a
business. These include, for example, inflation and increases or decreases in
interest rates which may have an effect upon the overall volume of auto sales or
leases. The Company believes, however, that because of its customer profile, and
the need of its customers for basic transportation, such factors are not likely
to have a material adverse impact on the Company's business.
15. Collections and Repossessions.
The Company finances automobiles in a relatively high-risk market and
anticipates that a portion of its automobile loans will become seriously
delinquent and that in those circumstances the Company's only practical
alternative will be repossession of the automobile. The Company monitors the
rate of delinquent automobile loans and repossessions and maintains reserves to
absorb anticipated losses from repossessions. The Company will use its best
efforts to minimize its losses in that regard, although it believes its reserves
are adequate to account for any such losses. The Company's loss reserves rely to
a great extent, however, upon historical experience, which has been limited.
Changes from the historical experience caused by changes in economic conditions
or other factors could adversely affect the Company's operations.
16. Priority Liens in Financed Vehicles.
Statutory liens for repairs or unpaid taxes may have priority even over a
perfected security interest in financed automobiles, and certain state and
federal laws permit the confiscation of motor vehicles used in unlawful activity
which may result in the loss of a secured party's perfected security interest in
a confiscated motor vehicle. Liens for repairs or taxes, or the confiscation of
a financed automobile, could arise or occur at any time during the contract
term. No notice may necessarily be given to the Company in the event such a lien
arises or confiscation occurs.
17. Bankruptcies and Deficiency Judgments.
Certain statutory provisions, including federal and state bankruptcy and
insolvency laws, may limit or delay the ability of the Company to repossess and
resell financed automobiles or enforce a deficiency judgment. In addition, the
Company may determine in its discretion that a deficiency judgment is not an
appropriate or economically viable remedy, or may settle at a significant
discount any deficiency judgment that it does obtain. In the event that
deficiency judgments are not obtained, are not satisfied, are satisfied at a
discount or are discharged, in whole or in part, in bankruptcy proceedings, the
loss will be borne by the
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<PAGE>
Company and may adversely affect the ability of the Company to repay its
outstanding credit facilities.
18. Effects of Certain Anti-Takeover Provisions.
Certain provisions of the Company's Certificate of Incorporation, Bylaws
and Delaware law may significantly delay or defer, or even prevent, a change in
control of the Company and may adversely affect the voting and other rights of
the holders of Common Stock. In particular, the existence of the Company's
classified Board of Directors, the ability of the Board of Directors to issue
"blank check" preferred stock without further stockholder approval and the
inability of stockholders to take action by written consent may have the effect
of delaying, deferring or preventing a change in control of the Company.
19. Dividends.
No dividends have been paid by the Company since its merger with a public
company in 1994 and the payment of dividends is not contemplated in the
foreseeable future. The payment of future dividends will be directly dependent
upon the earnings of the Company, its financial needs and other similarly
unpredictable factors. Earnings are expected to be retained to finance and
develop the Company's business.
USE OF PROCEEDS
The Company will realize no proceeds on the sale of Common Stock by the
Selling Stockholders.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, the
nature of his position, office, or other material relationship to the Company
for the past three years and the number of shares of Common Stock of each such
Selling Stockholder (1) owned of record as of June 4, 1996; (2) which are to be
offered hereunder; (3) which are to be owned by each such Selling Stockholder
assuming the sale of all shares offered hereunder; and (4) the percentage of
outstanding shares of Common Stock to be owned by each Selling Stockholder after
the sale of the shares to be offered hereunder. There can be no assurance that
any of the Selling Stockholders will offer for sale or sell any or all of the
Common Stock offered by them pursuant to this Prospectus.
<TABLE>
<CAPTION>
Amount of
Shares to be
Owned Percentage
After Sales Percentage of of Common
of Shares Common Stock Stock to be
Name and Relationship Number of Shares Number of Shares Offered to be Owned Owned after
to NAL Financial Group Inc. Owned as of 6/3/96 to be Offered Hereunder before Sales(1) Sales
- --------------------------- ------------------ ------------- --------- --------------- -----
<S> <C> <C> <C> <C> <C>
Edward Bartolini (2) 50,000 50,000 -0- (7) -0-
Samuel Beckerman 14,409 14,409 -0- (7) -0-
Richard Button 14,409 14,409 -0- (7) -0-
Douglas Cox 18,012 18,012 -0- (7) -0-
Kathryn Cox 14,409 14,409 -0- (7) -0-
FAC Enterprises, Inc. 288,872(3) 20,000 268,872 4.1% 3.8%
Norton Herrick 211,363 211,363 -0- 2.9% -0-
Douglas Love 2,500 2,500 -0- (7) -0-
Andrew Panzo (4) 269,175 5,000 264,175 3.8% 3.75%
John T. Schaeffer (5) 302,913(6) 60,000 242,913 4.5% 3.6%
Special Finance, Inc. 125,000 125,000 -0- 1.7% -0-
The D.A.R. Group 25,000 25,000 -0- (7) -0-
Dean Ward 1,250 1,250 -0- (7) -0-
Westminster Capital, Inc. 211,363 123,863 87,500 2.9% 1.2%
--------
TOTAL 685,215
</TABLE>
- ---------------------------
(1) Based upon 6,838,107 shares of Common Stock outstanding as of the date of
this Prospectus.
(2) Mr. Bartolini is the adult brother of Robert R. Bartolini, the Chief
Executive Officer and Chairman of the Company. Robert R. Bartolini
disclaims any beneficial ownership associated with such shares.
(3) Includes 223,872 shares and warrants owned of record by FAC Enterprises,
Inc. Also includes 65,000 shares and warrants owned by other affiliates of
FAC Enterprises, Inc.
(4) Includes 5,000 shares owned of record by Mr. Panzo. Also includes 25,000
options owned by APP Investments, Inc., a corporation owned and controlled
by Mr. Panzo. Also includes 186,000 options and warrants and 53,175 shares
owned of record by American Maple Leaf Financial Corporation, a corporation
in which Mr. Panzo is a director, officer and principal stockholder.
(5) Mr. Schaeffer is an officer and director of the Company
(6) Includes 34,628 shares held by English McCaughan & O'Bryan, P.A. for the
benefit of Mr. Schaeffer pursuant to the terms of a Voting Trust Agreement.
Includes 13,333 Incentive Stock Options granted to Mr. Schaeffer in
December 1994 which vested as of January 1, 1996. Does not include 51,667
Incentive Stock Options granted to Mr. Schaeffer in December 1994 and
December 1995 which remain subject to vesting. Includes 4,952 shares held
by Mr. Schaeffer's spouse.
(7) Less than 1%.
-11-
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders may be offering shares of Common Stock for their
own account, and not for the account of the Company. The Company will not
receive any proceeds from the sale of the shares of Common Stock by the Selling
Stockholders.
The Selling Stockholders may be offering for sale up to 685,215 shares of
common stock. This consists of: (i) 288,750 Shares of Common Stock
previously issued by the Company, including 60,000 shares being offered by an
executive officer; (ii) 289,840 Shares of Common Stock issuable, if at all, upon
the conversion of the Debentures; and (iii) 106,625 Shares of Common Stock
issuable, if at all, upon the exercise of the Warrants issued by the Company in
conjunction with the Debentures. The Shares, Debentures and Warrants were
previously issued by the Company in private placement transactions.
Each Selling Stockholder will, prior to any sales, agree (a) not to effect
any offers or sales of the Common Stock in any manner other than as specified in
this Prospectus, (b) to inform the Company of any sale of Common Stock at least
one business day prior to such sale and (c) not to purchase or induce others to
purchase Common Stock in violation of Rule 10b-6 under the Exchange Act.
The Common Stock may be sold from time to time by the Selling Stockholders
identified in this Prospectus (see "SELLING STOCKHOLDERS") or by pledgees,
donees, transferees or other successors in interest. Such sales may be made on
NASDAQ, on the over-the-counter market or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated private transactions. The Common Stock may be sold by one or more of
the following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Act in connection with such sales. The Company will not receive
any of the proceeds from the sale of these shares, although it has paid the
expenses of preparing this Prospectus and the related Registration Statement.
The Selling Stockholders have been advised that they are subject to the
applicable provisions of the Securities Exchange Act of 1934, including without
limitation, Rules 10b-5, 10b-6 and 10b-7 thereunder.
-12-
<PAGE>
LEGAL MATTERS
The validity of the Common Stock being offered hereby, has been passed upon
for the Company by Buchanan Ingersoll Professional Corporation, Two Logan
Square, 18th and Arch Streets, 12th Floor, Philadelphia, Pennsylvania, 19103.
STATEMENT OF INDEMNIFICATION
The Company has adopted the provisions of Section 102(b)(7) of the Delaware
General Corporation Act (the "Delaware Act") which eliminates or limits the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty under certain circumstances. Furthermore,
under Section 145 of the Delaware Act, the Company may indemnify each of its
directors and officers against his expenses (including reasonable costs,
disbursements and counsel fees) in connection with any proceeding involving such
person by reason of his having been an officer or director to the extent he
acted in good faith and in a manner reasonably believed to be in, or not opposed
to the best interest of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
determination of whether indemnification is proper under the circumstances,
unless made by a court, shall be determined by the Board of Directors. Insofar
as indemnification for liabilities arising under the Act may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-KSB of NAL Financial Group Inc. for the year ended
December 31, 1995 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent certified public accountants, given on the authority
of said firm as experts in auditing and accounting.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission are
incorporated herein by reference:
(a) The Company's Registration Statement on Form SB-2, Reg. No. 33-88966
filed on January 31, 1995, as thereafter amended ("Form SB-2"), which contains
descriptions of the Company's Common Stock and certain rights relating to the
Common Stock, including any amendment or reports filed for the purpose of
updating such descriptions;
-13-
<PAGE>
(b) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1995;
(c) The Company's 1995 Annual Report to Stockholders;
(d) The Company's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held May 31, 1996;
(e) The Company's Quarterly Reports on Form 10-QSB for the quarter ended
March 31, 1996; and
(f) In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Act (prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold),
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
ADDITIONAL INFORMATION
As of June 4, 1996, the Company had an aggregate of 50,000,000 shares of
Common Stock authorized of which 6,838,107 shares of Common Stock were issued
and outstanding. Further information concerning the Common Stock of the Company
may be found in the documents incorporated by reference above.
-14-
<PAGE>
No dealer, salesperson or other person has been authorized in connection with
this offering to give any information or to make any representations other than
those contained in this Prospectus. This Prospectus does not constitute an offer
or a solicitation in any jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that there has been no change in the circumstances of the Company or the facts
herein set forth since the date hereof.
----------------------
TABLE OF CONTENTS
Page
----
Available Information...............................1
The Company.........................................2
Risk Factors........................................2
Use of Proceeds....................................10
Selling Stockholders...............................11
Plan of Distribution...............................12
Legal Matters......................................13
Statement of Indemnification.......................13
Experts............................................13
Incorporation of Documents by
Reference........................................13
Additional Information.............................14
685,215 Shares of Common Stock
Offered by certain Selling Stockholders
NAL FINANCIAL GROUP INC.
--------------------------
PROSPECTUS
--------------------------
June __, 1996
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the offering of shares pursuant to that
portion of the Registration Statement on Form S-3 are listed below. The Company
will pay each of these expenses.
Filing Fee -- Securities and Exchange Commission.................$3,662.30
Accountants' Fees and Expenses*..................................$5,000.00
Fees and Expenses of the Company's Counsel......................$20,000.00
Printing and Engraving Expenses*.................................$2,500.00
Miscellaneous Expenses...........................................$3,837.70
TOTAL:.......................$35,000.00
- ---------------------
* Estimated.
Item 15. Indemnification of Directors and Officers.
The Company has adopted the provisions of Section 102(b)(7) of the Delaware
General Corporation Act (the "Delaware Act") which eliminate or limit the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty under certain circumstances. Furthermore,
under Section 145 of the Delaware Act, the Company may indemnify each of its
directors and officers against his expenses (including reasonable costs,
disbursements and counsel fees) in connection with any proceeding involving such
person by reason of his having been an officer or director to the extent he
acted in good faith and in a manner reasonably believed to be in, or not opposed
to the best interest of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
determination of whether indemnification is proper under the circumstances,
unless made by a court, shall be determined by the Board of Directors.
<PAGE>
Item 16 - Exhibits.
The following Exhibits are filed as part of this Report:
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
- ----------- ----------- ----------------
<S> <C> <C>
2.1 Merger Agreement between the shareholders Incorporated by reference to Exhibit 2.1 to
of NAL Financial Group Inc., NAL Financial the Registrant's Form 8-K filed under the
Group Inc., and the Registrant dated Securities Exchange Act of 1934 on December
October 4, 1994 and as amended, November 8, 1994 (the "Form 8-K")
30, 1994
4.1 Copy of Specimen Common Stock Certificate Incorporated by reference to Exhibit 4.1 to
the Registrant's Registration Statement
on Form SB-2 filed under the Securities Act
of 1933 on January 31, 1995, Registration
Number 33-88966 (the "January 1995
Registration Statement")
4.2 Form of 9% Subordinated Convertible Incorporated by reference to Exhibit 4.2 to
Debenture the Registration Statement on Form SB-2,
Registration No. 33-97948, filed on October
25, 1995 (the "October 1995 Registration
Statement")
4.3 Form of Common Stock Incorporated by reference to Exhibit 4.3 to
Purchase Warrant the October 1995 Registration Statement.
4.4 Form of Registration Rights Agreement Incorporated by reference to Exhibit 4.4 of
the October 1995 Registration Statement.
<PAGE>
4.5 Securities Purchase Agreement between NAL Incorporated by reference to Exhibit 4.5 to
Financial Group Inc., Beneficial Standard the Quarterly Report on Form 10-QSB for the
Life Insurance Company and Great American quarter ended March 31, 1996 (the "March
Reserve Insurance Company dated as of 31, 1996 10-QSB").
April 23, 1996.
4.6 9% Subordinated Convertible Debenture in Incorporated by reference to Exhibit 4.6 to
the principal amount of $5,000,000 payable the March 31, 1996 10-QSB.
to Great American Reserve Insurance Company
4.7 9% Subordinated Convertible Debenture in Incorporated by reference to Exhibit 4.7 to
the principal amount of $5,000,000 payable the March 31, 1996 10-QSB.
to Beneficial Standard Life Insurance
Company.
4.8 Common Stock Purchase Warrant granted to Incorporated by reference to Exhibit 4.8 to
Conseco, Inc. ($12.625). the March 31, 1996 10-QSB.
4.9 Common Stock Purchase Warrant granted to Incorporated by reference to Exhibit 4.9 to
Conseco, Inc. ($14.52). the March 31, 1996 10-QSB.
4.10 Stockholders' Agreement entered into as of Incorporated by reference to Exhibit 4.10
April 23, 1996 among NAL Financial Group to the March 31, 1996 10-QSB.
Inc., Beneficial Standard Life Insurance
Company and Great American Reserve
Insurance Company.
4.11 Registration Rights Agreement between NAL Incorporated by reference to Exhibit 4.11
Financial Group Inc. and Conseco, Inc. to the March 31, 1996 10-QSB.
4.12 Registration Rights Agreement between NAL Incorporated by reference to Exhibit 4.12
Financial Group Inc., Beneficial Standard to the March 31, 1996 10-QSB.
Life Insurance Company and Great American
Reserve Life Insurance Company
<PAGE>
5.1 Opinion of Buchanan Ingersoll Professional Filed herewith
Corporation
23.1 Consent of Buchanan Ingersoll Professional Included within Exhibit 5.1 hereto
Corporation
23.2 Consent of Price Waterhouse LLP Filed herewith
24.1 Power of Attorney Included as part of the signature page
</TABLE>
<PAGE>
Item 17. Undertakings.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "1933 Act");
ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, (the "1934 Act") that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purposes of determining any liability under the 1933 Act,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to the initial bona fide offering thereof.
(5) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to stockholders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the Prospectus, to deliver, or cause to be delivered to each
person to whom the Prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
<PAGE>
(6) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and authorized this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, on
June 3, 1996.
NAL FINANCIAL GROUP INC.
BY: /s/ Robert R. Bartolini
------------------------------
Robert R. Bartolini
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signatures" constitutes and appoints ROBERT R.
BARTOLINI his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
- --------- ----- ----
/s/ Robert R. Bartolini June 3, 1996
- -----------------------
Robert R. Bartolini Chairman of the Board,
President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Robert J. Carlson June 3, 1996
- -----------------------
Robert J. Carlson Vice President-Finance
(Principal Accounting
Officer)
/s/ John T. Schaeffer June 3, 1996
- ---------------------
John T. Schaeffer Director
/s/ Ngaire E. Cuneo June 3, 1996
- ---------------------
Ngaire E. Cuneo Director
/s/ James F. DeVoe June 3, 1996
- ---------------------
James F. DeVoe Director
/s/ David R. Jones June 3, 1996
- ---------------------
David R. Jones Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
5.1 Opinion of Buchanan Ingersoll
Professional Corporation
23.2 Consent of Price Waterhouse LLP
EXHIBIT 5.1
June 5, 1996
NAL Financial Group Inc.
500 Cypress Creek Road, Suite 590
Fort Lauderdale, FL 33309
Re: The Corporation's Registration Statement on Form S-3
Gentlemen:
We have participated in the preparation of the Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission by NAL Financial Group Inc. (the "Corporation") for the purpose of
registering for resale under the Securities Act of 1933, as amended, 685,215
Shares of Common Stock of the Corporation, $.15 par value, ("Common Stock")
which consists of 288,750 Shares of Common Stock previously issued by the
Company, including 60,000 Shares of Common Stock being offered by an executive
officer, 289,840 Shares of Common Stock issuable upon the conversion of an
outstanding class of 9% convertible debentures ("Debentures"), and 106,625
Shares of Common Stock issuable upon the exercise of Common Stock Purchase
Warrants ("Warrants") issued by the Company in conjunction with the Debentures.
The Shares of Common Stock, Debentures and Warrants were previously issued by
the Company in private placement transactions.
As counsel to the Corporation, we have examined such corporate records,
certificates and other documents as we considered to be relevant and necessary
to express the opinion hereinafter set forth. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us, the conformity to original documents of all documents submitted
to us as certified or photostat copies, and the authenticity of the originals of
such latter documents.
We are admitted to the Bar of the Commonwealth of Pennsylvania and express
no opinion as to the laws of any other jurisdiction, except Delaware corporate
law.
On the basis of the foregoing and of our consideration of such other legal
and factual matters as we have deemed appropriate, we are of the opinion that
the 288,750 Shares of Common Stock previously issued by the Company, 289,840
Shares of Common Stock issuable upon the conversion of the Debentures, and
106,625 Shares of Common Stock issuable upon the exercise of the Warrants issued
by the Company, covered by the Registration Statement, have been duly authorized
and, when the Warrants are exercised and upon the conversion of the Debentures,
will be validly issued, fully paid and non-assessable, assuming that the
applicable exercise price or conversion price is paid with respect to each share
of Common Stock prior to the exercise of such Warrants, and conversion of such
Debentures, and full compliance with the terms of the Warrants and Debentures is
otherwise made.
This opinion is being delivered to you in compliance with Item 601(b)(5)(i)
of Regulation S-K of the Securities Act of 1933, as amended. This firm consents
to the filing of this opinion as an exhibit to the Registration Statement and to
the reference to this firm under the caption "Legal Matters" in the Prospectus
forming a part of the Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
BY: /s/ Stephen M. Cohen
--------------------------
Stephen M. Cohen
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 27, 1996, except as to Note 19, which is as of March 22, 1996
appearing on page F-1 of NAL Financial Group Inc.'s Annual Report on Form 10-KSB
for the year ended December 31, 1995. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
- -------------------------
PRICE WATERHOUSE LLP
Fort Lauderdale, Florida
June 5, 1996
