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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 0)*
RUSHMORE FINANCIAL GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
782055 10 7
(CUSIP Number)
MARK S. ADLER, 28038 DOROTHY DRIVE, #4, AGOURA HILLS, CALIFORNIA 91301
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
APRIL 24, 1998
(Date of Event which Requires Filing of this Settlement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
*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 ("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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CUSIP NO. 782055 10 7 13D PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark S. Adler
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF 188,941
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 188,941
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
188,941
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.3%
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TYPE OF REPORTING PERSON*
14
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.01 per
share, of Rushmore Financial Group, Inc., a Texas corporation (the "Issuer"),
with principal executive offices at 13355 Noel Road, Suite 650, Dallas, Texas
75240.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed with respect to the ownership of 188,941 shares
of the Issuer's Common Stock, consisting of 187,441 shares owned of record and
1,500 shares issuable upon exercise of stock options. The following information
is provided regarding the owner:
(a) Name: Mark S. Adler
(b) Business Address: 28038 Dorothy Drive, #4
Agoura Hills, California 91301
(c) Principal Occupation: President, A & R Financial and Insurance
Services, Inc.
(d) Registrant has not, during the past five years, been convicted in any
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) Registrant has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction or been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Registrant is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS, OR OTHER CONSIDERATION.
See Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
Registrant became a shareholder of Issuer in April 1997 and has been
involved in sales of the Issuer's products and its management since that time.
He has acquired his securities in the Registrant through direct purchase in
private placements over the years, at prices ranging up to $1.92 per share. All
of such shares have been acquired with Registrant's personal funds.
In April 1998, the Issuer concluded an initial public offering of its
Common Stock, selling 815,341 shares to approximately 675 purchasers. As a
result of the public offering and the previous issuances of stock to employees
and investors, Registrant now owns shares equal to 6.3% of all shares
outstanding.
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The purpose of the transactions in such shares has been to acquire a
proprietary stake in and assist in the financing of a growing company that can
compete in the market for financial services. Registrant takes an active role
in the management of the Issuer and is a director, registered representative and
life insurance agent.
Registrant has no present plan or proposal which would relate to or result
in: (a) the acquisition of additional securities of the Issuer; (b) any
extraordinary corporate transaction involving the Issuer; (c) a sale or transfer
of a material amount of assets of the Issuer or its subsidiaries; (d) any change
in the Board of Directors of the Issuer; (e) any material change in the Issuer's
capitalization or dividend policy; (f) any other material change in the Issuer's
business or corporate structure; (g) any change in the Issuer's Articles of
Incorporation or Bylaws which may impede the acquisition of control of the
Issuer; (h) cause any securities of the Issuer to be delisted from the NASDAQ;
(i) any class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities act
of 1933; (j) any action similar to those enumerated above.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) 188,941 shares (6.3% of shares outstanding) consisting of 188,441
shares and options to acquire 1,500 shares.
(b) Mark S. Adler - sole power to vote and dispose.
(c) See Item 4.
(d) None.
(e) Not applicable.
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 information and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
April 30, 1998 /s/ Mark S. Adler
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Date Mark S. Adler
