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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NAL FINANCIAL GROUP, INC.
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(Name of Issuer)
Common Stock, $.15 par value
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(Title of Class of Securities)
62872M106
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(CUSIP Number)
Harold Chaffe, Managing Director
Rozel International Holdings Limited
Whitehill House
Newby Road Industrial Estate
Hazel Grove, Stockport
Cheshire SK75DA
0161-483-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 8, 1996
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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 which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the Statement: [ ]. (A fee
is not required only if the reporting 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 filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this Statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The information required on the remainder of this cover page shall not be
deemed "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).
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SCHEDULE 13D
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CUSIP NO. 62872M106 Page of Pages
--------------- ------ ------
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(1) NAME OF REPORTING PERSON
Rozel Holdings International Limited
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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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
British Virgin Islands
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: (7) SOLE VOTING POWER
: (a) 306,227
:
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: (8) SHARED VOTING POWER
NUMBER OF SHARES :
BENEFICIALLY :
OWNED BY EACH REPORTING --------------------------------------------
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: (a) 306,227
:
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: (10) SHARED DISPOSITIVE POWER
:
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 306,227
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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
(a) 4.17%
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(14) TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is as follows:
Common stock, par value $.15, (the "Company Common Stock") of NAL
Financial Group, Inc., a Delaware Corporation (the "Company" or the "Issuer")
The principal executive officers of the Company are located at 500
Cypress Creek Road West, Suite 590, Fort Lauderdale, Florida 33309.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment to Schedule 13D is filed by Rozel Holdings
International Limited, a corporation organized under the laws of the British
Virgin Islands ("Rozel"). Rozel's principal business is investments, including
investments in securities of U.S. issuers. Rozel's principal executive office
is at Whitehall House, Newby Road Industrial Estate, Hazel Grove Stockport,
Cheshire SK75DA.
(a) Harold Chaffe is the Managing Director and a control person of
Rozel.
(b) His address is Whitehall House, Newby Road Industrial Estate,
Hazel Grove Stockport, Cheshire SK75DA.
(c) Mr. Chaffe's principal occupation is the practice of law.
(d) During the past 5 years he has not been convicted in a
criminal proceeding.
(e) During the past 5 years he was not a party to a civil suit or
proceeding resulting in a judgment, decrees or
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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.
(f) Great Britain
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Company used its own funds to purchase the securities of the
Issuer described herein.
ITEM 4. PURPOSE OF THE TRANSACTION
The acquisition of the securities of the Issuer were for investment
purposes. Subject to many factors, including the Issuer's financial condition,
its prospects, the market in general, other investments opportunities and
developments concerning Rozel's business, additional securities of the Issuer
may be purchased or sold.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Based upon current information available, there were 7,347,367 shares
of Company Common Stock issued and outstanding on the reporting dated of this
Statement.
(a) On October 8, 1996 Rozel became the beneficial owner of
306,227 shares of Company Common Stock by virtue of the (i) conversion of
$500,005 principal amount (45,455 shares) of the 9% debentures (the
"Debentures"), then convertible into 118,182 shares of Company Common Stock,
(ii) ownership of warrants to purchase 58,500 shares of common stock then
exercisable and, (iii) ownership of warrants to purchase 175,000 shares of
Company Common Stock, which become exercisable on March 31, 1996; this
constitutes 4.17% of the then outstanding shares of Company Common Stock.
(b) Rozel, through Harold Chaffe the Managing Director, has sole
power to vote or direct the vote and sole power to dispose or direct the
disposition of the Company Common Stock owned by Rozel.
(c) The following transactions were effected by Rozel during the
60 day period prior to October 8, 1996.
<TABLE>
<S> <C> <C> <C>
4,500 Shares Sold 08/19/96 12.9375
6,000 Shares Sold 08/26/96 14.3125
1,000 Shares Sold 08/30/96 13.625
5,000 Shares Sold 09/05/96 13.8125
</TABLE>
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<TABLE>
<S> <C> <C> <C>
2,000 Shares Sold 09/06/96 14.0625
10,000 Shares Sold 09/13/96 8.25
24,700 Shares Sold 10/01/96 14.0625
30,000 Shares Sold 10/08/96 14.3125
</TABLE>
All of the Shares were purchased in brokerage transactions in the
market.
(d) N/A
(c) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D is
true, complete and correct as of the date hereof.
Dated: March 3, 1997
ROZEL HOLDINGS INTERNATIONAL LIMITED
By: /s/ Harold Chaffe
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HAROLD CHAFFE, MANAGING DIRECTOR
