<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ____)
NAM Corporation
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
62872L 10 8
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(CUSIP Number)
Robert S. Matlin, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway, 16th Floor
New York, New York 10019
(212) 977-6600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 18, 1998
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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 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.
(Continued on following pages)
(Page 1 of 5 Pages)
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SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 62872L 10 8 Page 2 of 5 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Roy Israel
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 1,020,800 shares (See Item 5)
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | -0-
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 1,020,800 shares (See Item 5)
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,050,800 (See Item 5)
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
(See Item 5)
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.2%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*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.
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SCHEDULE 13D
_______________________________________________________________________________
CUSIP No. 62872L 10 8 Page 3 of 5 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
Carla Israel
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 61,903 (See Item 5)
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | -0-
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 61,903 (See Item 5)
|_____|_________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,903 (See Item 5)
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*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.
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Page 4 of 5 Pages
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Item 1. Security and Issuer
This statement relates to the Common Stock, $.001 par value (the
"Common Stock"), of NAM Corporation (the "Company"). The Company's principal
executive offices are located at 1010 Northern Boulevard, Suite 336, Great
Neck, New York 11021.
Item 2. Identity and Background
This report is being filed by Roy Israel and Carla Israel. The
business address for both individuals is 1010 Northern Boulevard, Suite 336,
Great Neck, New York 11201. Mr. Israel is the President, Chief Executive
Officer and Chairman of the Board of Directors of the Company. Mrs. Israel is
the Secretary of the Company. Mr. & Mrs. Israel are spouses.
During the last five years, neither Mr. Israel nor Mrs. Israel have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or
is 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.
Mr. and Mrs. Israel are both citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The source and the amount of funds or other consideration used by Mr.
Israel to acquire 1,020,800 shares of Common Stock were personal funds. Mr.
Israel has the option, granted to him under the Company's Amended and Restated
1996 Stock Option Plan (the "Plan"), to purchase 60,000 shares of Common Stock
at exercise prices ranging from $1.79 to $2.25 per share. 30,000 of such
options vested on September 18, 1998.
The 61,903 shares of Common Stock owned by Mrs. Israel were granted to
Mrs. Israel by the Company for services rendered.
Item 4. Purpose of Transaction
(i) Mr. Israel was granted options to purchase 60,000 shares of
Common Stock under the Plan on September 18, 1997. On September 18, 1998,
30,000 of such options vested, causing a change in the beneficial ownership of
Mr. Israel.
(ii) Mrs. Israel has executed an agreement by which she has agreed to
vote her 61,903 shares of Common Stock in the same manner as Mr. Israel votes
his shares of Common Stock.
Item 5. Interest in Securities of the Issuer
A. (i) Mr. Israel has beneficial ownership of 1,050,800 shares of
Common Stock, or 31.2% of the outstanding Common Stock, of which 1,020,800
shares are owned directly by Mr. Israel and 30,000 shares are owned pursuant
to options to purchase Common Stock which are exercisable within 60 days. In
addition, Mr. Israel is an indirect beneficial owner of 61,903 shares owned by
Mrs. Israel and 114,436 shares owned by the Roy Israel Irrevocable Trust. If
the shares which Mr. Israel indirectly owns are included, Mr. Israel has
beneficial ownership of 1,227,139 shares or 36.5% of the outstanding. Mr.
Israel disclaims beneficial ownership for the shares owned by Mrs. Israel and
the Roy Israel Irrevocable Trust.
(ii) Mr. Israel has the sole right to vote 1,020,800 shares
of Common Stock.
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Page 5 of 5 Pages
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(iii) Mr. Israel has not effected any transactions in the
securities reported on during the past 60 days.
(iv) Mr. Israel does not know of any person who has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of the Common Stock.
(v) Not applicable.
B. (i) Mrs. Israel has beneficial ownership of 61,903 shares of
Common Stock or 1.9% of the outstanding Common Stock. In addition Mrs. Israel
is an indirect beneficial owner of 1,050,800 shares of Common Stock owned by
Mr. Israel (inclusive of options to purchase 30,000 shares of Common Stock
which vested on September 18, 1998). Mrs. Israel disclaims beneficial ownership
for shares owned by Mr. Israel.
(ii) Mrs. Israel has the sole right to vote 61,903 shares of
Common Stock.
(iii) Mrs. Israel has not effected any transactions in the
Securities reported on during the past 60 days.
(iv) Mrs. Israel does not know of any person who has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds form the sale of, the shares of Common Stock.
(v) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as otherwise noted, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Israel and
any other person or between Mrs. Israel and any other persons with respect to
any securities of the Company, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Exhibit A - Letter Agreement of Carla Israel
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.
September 28, 1998 /s/ ROY ISRAEL
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Roy Israel
September 28, 1998 /s/ CARLA ISRAEL
-----------------------
Carla Israel
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Exhibit A
CARLA ISRAEL
c\o NAM Corporation
1010 Northern Blvd., Suite 336
Great Neck, New York 11021
September 19, 1998
Roy Israel
c\o NAM Corporation
1010 Northern Blvd., Suite 336
Great Neck, New York 11021
Re: Voting Intentions
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Dear Roy:
I am the registered owner of 61,903 shares of Common Stock of NAM
Corporation. As of the date hereof, I intend to vote such shares in the same
manner as you vote the shares of Common Stock of NAM Corporation registered in
your name.
Very truly yours,
/s/ Carla Israel
Carla Israel
