NAL FINANCIAL GROUP INC
SC 13G, 1996-02-14
ASSET-BACKED SECURITIES
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G


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




                          NAL Financial Group Inc.
                   -----------------------------------------                   
                               (Name of Issuer)


                                 Common Stock
                   -----------------------------------------
                         (Title of Class of Securities)


                                  62872M106
                   -----------------------------------------
                               (CUSIP Number)





        Check the following box if a fee is being paid with this statement[X].
        (A fee is not required only if the filing person: (1) has a previous 
        statement on file reporting beneficial ownership of more than five 
        percent of the class of securities described in Item 1; and (2) has
        no amendment subsequent thereto reporting beneficial ownership of five
        percent or less of such class.)  (See Rule 13d-7.)

        *The remainder of this cover page shall be filled out for a reporting
        person's initial filing on this form with respect to the subject class
        of securities, and for any subsequent amendment containing information
        which would alter the disclosures provided in a prior cover page.

        The information required in the remainder of this cover page shall not
        be deemed to be "filed" for the purpose of Section 18 of the
        Securities Exchange Act of 1934 ("Act") or otherwise subject to the
        liabilities of that section of the Act but shall be subject to all
        other provisions of the Act (however, see the Notes).


                        (Continued on following page(s))

                               Page 1 of 6 Pages

<PAGE>   2


CUSIP NO. 62872M106                  13G                   PAGE  2  OF 6  PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  
        Robert R. Bartolini


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
                                                       
                                                         (a) [      ]
                                                         (b) [      ]
  
  
3    SEC USE ONLY
  
  
  
  
4    CITIZENSHIP OR PLACE OF ORGANIZATION
  
                                United States
  
                    5    SOLE VOTING POWER
                        
                                125,000 (See Item 4)
                        
                        
   NUMBER OF        6    SHARED VOTING POWER
    SHARES              
 BENEFICIALLY                   2,216,202 (See Item 4)
   OWNED BY             
     EACH               
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON              
     WITH                       125,000 (See Item 4)

                        
                    8    SHARED DISPOSITIVE POWER
                        
                                2,216,202 (See Item 4)
                        
  
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
            
                2,341,202 (See Item 4)
  
  
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
  
  
  
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
                34.4%
  
  
12   TYPE OF REPORTING PERSON*

                IN

                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>   3


                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 10549


                       ---------------------------------


                       SCHEDULE 13G UNDER THE SECURITIES

                              EXCHANGE ACT OF 1934


                       ---------------------------------




Item 1.    (a).    Name of Issuer:
                 
                        NAL Financial Group Inc.
                 
           (b).    Address of Issuer's Principal Executive Offices:
                 
                        500 Cypress Creek Road West, Suite 590
                        Fort Lauderdale, Florida  33309
                   
                 
Item 2.    (a).    Name of Person Filing:
                 
                        Robert R. Bartolini
                 
                 
           (b).    Address of Principal Business Office:
                 
                        500 Cypress Creek Road West, Suite 590
                        Fort Lauderdale, Florida  33309


                 
                 
                 
                 

                              Page 3 of 6 Pages


<PAGE>   4


Item 2.    (c).    Citizenship:
                 
                        United States
                 
                 
           (d).    Title of Class of Securities:
                 
                        Common Stock

                 
           (e).    CUSIP Number:
                 
                   
                 
Item 3.            Not Applicable
                 
                 
Item 4.            Ownership.
                 
           (a).    Amount Beneficially Owned
                        2,341,202

                This amount includes 1,647,004 shares held by the Reporting
Person and Marcia Bartolini, his wife, Co-Trustees of the Robert R. Bartolini
Revocable Trust dated July 27, 1992, 210,000 of which are subject to options
granted by the Reporting Person during May 1995.  It also includes 305,176
shares presently held by English McCaughan & O'Bryan, P.A. pursuant to the
terms of the Voting Trust Agreement (Incorporated by reference to the Issuer's
Current Report on Form 8-K dated November 30, 1994). It also includes 264,022
shares held by Marcia Bartolini and the Reporting Person, Co-Trustees of the
Marcia Bartolini Revocable Trust dated July 27, 1992.  It also includes
Incentive Stock Options to purchase 19,445 shares of Common Stock granted
December 1994 which vested as of January 1, 1996.  It also includes Incentive
Stock Options to purchase 105,555 shares of Common Stock granted December 1994
and 1995, which have not vested.

                With the exception of the stock options granted to the
Reporting Person during December 1994 and December 1995, the shares reflected
as being beneficially owned by the Reporting Person were acquired in an
exchange transaction with the Company on November 30, 1994.  The Company
thereafter became a reporting company under Section 12(g) of the Securities
Exchange Act of 1934 during May 1995.
                   
                 
           (b).    Percent of Class:
                 
                        34.4%
                 
           (c).    Number of Shares as to which Reporting Person has:

                   (i)      sole power to vote or to direct the vote       
                                        125,000
                          
                   (ii)     shared power to vote or to direct the vote     
                                        2,216,202
                          
                   (iii)    sole power to dispose or to direct the         
                            disposition of                                 
                                        125,000
                          
                   (iv)     shared power to dispose or to direct the
                            disposition of                                 
                                        2,216,202
                 
                 
                 
                 
                              Page 4 of 6 Pages


<PAGE>   5


Item 5.            Ownership of Five Percent or Less of a Class:
                 
                        Not applicable
                 
                 
                 
Item 6.            Ownership of More Than Five Percent on Behalf of Another
                   Person:
                 
                        By nature of the Revocable Trust discussed under
                        Item 4, the beneficiaries of such Trusts are the 
                        Reporting Person and his wife.
                 
                 
Item 7.            Identification and Classification of Subsidiaries which 
                   Acquired the Security Being Reported on by the Parent 
                   Holding Company:
                 
                        Not applicable
                 
                 
                 
Item 8.            Identification and Classification of Members of the Group:
                 

                        Not applicable
                 
                 
                 
                 
                              Page 5 of 6 Pages



<PAGE>   6


Item 9.            Notice of Dissolution of Group:
                 
                        Not applicable
                 
                 
Item 10.           Certification:
                 
                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired 
                   in the ordinary course of business and were not acquired for
                   the purpose of and do not have the effect of changing or 
                   influencing the control of the issuer of such securities and
                   were not acquired in connection with or as a participant in
                   any transaction having such purpose or effect.
                 
                 
                   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.
                 
                 
                 
                 
                 
                 
                 
                                          By:  /s/ Robert R. Bartolini
                                               ------------------------
                                               Robert R. Bartolini
                 




Dated: February 13, 1996




                               Page 6 of 6 Pages




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