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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. 2 )
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)
May 10, 2000
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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 6 Pages)
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SCHEDULE 13D
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CUSIP No. 62872L 10 8 Page 2 of 6 Pages
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NAME OF REPORTING PERSONS
Roy Israel
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_|
2
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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
5 ITEMS 2(d) OR 2(e) |_|
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
7 1,143,236 shares (see Item 5)
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NUMBER OF SHARED VOTING POWER
SHARES 8 -0-
BENEFICIALLY ----------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH 9 1,143,236 shares (see Item 5)
REPORTING ----------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,315,236 shares (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 (see Item 5) |X|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 30.8%
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TYPE OF REPORTING PERSON*
14 IN
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*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
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CUSIP No. 62872L 10 8 Page 3 of 6 Pages
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NAME OF REPORTING PERSONS
Carla Israel
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_|
2
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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
5 ITEMS 2(d) OR 2(e) |_|
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
7 61,903 shares (see Item 5)
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NUMBER OF SHARED VOTING POWER
SHARES 8 -0-
BENEFICIALLY ----------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH 9 61,903 shares (see Item 5)
REPORTING ----------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 79,653 shares (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |X|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.9%
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TYPE OF REPORTING PERSON*
14 IN
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*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 6 Pages
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Explanatory Note
The purpose of this amendment is to update certain information
contained in Items 3, 5, 6 and 7.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Israel acquired 1,135,236 shares of Common Stock as a founding
shareholder. On December 28, 1998, Mr. Israel purchased 2,000 shares of Common
Stock, at a price of $1.0625 per share. On December 31, 1998, Mr. Israel
purchased 1,000 shares of Common Stock, at a price of $1.125 per share. On
January 7, 1999, Mr. Israel purchased 5,000 shares of Common Stock, at a price
of $1.375 per share. All purchases were made from Mr. Israel's 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 and 30,000 of such options vested on
September 18, 1999. Mr. Israel was also granted an option under the Plan to
purchase 210,000 shares of Common Stock at exercise prices ranging from $1.375
to $1.5125. 105,000 of such options vested on November 18, 1999 and 105,000
options will vest on November 18, 2000. Additionally, Mr. Israel was granted an
option to purchase 90,000 shares of Common Stock under the Plan at exercise
prices ranging from $5.125 to $5.638 which will not begin to vest until December
17, 2000. Mr. Israel acquired, out of personal funds, warrants, at $0.125 each,
to purchase 5,000 shares of Common Stock on December 31, 1998 and warrants, at
$0.187 each, to purchase 2,000 shares of Common Stock on January 7, 1999. All of
such warrants are currently exercisable.
The source and the amount of funds or other consideration used by Mrs.
Israel to acquire 61,903 shares of Common Stock were personal funds. Mrs. Israel
received options to purchase 35,500 shares of Common Stock on November 18, 1998
at an exercise price of $1.375 per share. 17,750 of these options vested on
November 18, 1999 and the remaining 17,750 options are to vest on November 18,
2000. Additionally, Mrs. Israel was granted 20,000 options under the Plan at an
exercise price of $5.125 which will begin to vest on December 17, 2000.
Item 5. Interest in Securities of the Issuer
A. (i) Mr. Israel has beneficial ownership of 1,315,236 shares of
Common Stock, or 30.8% of the outstanding Common Stock. 1,143,236 shares are
owned directly by Mr. Israel. Mr. Israel owns options to purchase 165,000 shares
of Common Stock and warrants to purchase 7,000 shares of Common Stock each of
which are currently exercisable. In addition, Mr. Israel is an indirect
beneficial owner of 79,653 shares owned by Mrs. Israel. If the shares which Mr.
Israel indirectly owns are included, Mr. Israel has beneficial ownership of
1,394,889 shares or 32.6% of the outstanding. Mr. Israel disclaims beneficial
ownership for the shares owned by Mrs. Israel. Mr. Israel also holds options to
purchase 195,000 shares of Common Stock. Such options are not currently
exercisable.
(ii) Mr. Israel has the sole right to vote 1,143,236 shares of
Common Stock.
(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 79,653 shares of Common
Stock or 1.9% of the outstanding Common Stock. 61,903 shares of Common Stock are
owned directly by Mrs. Israel. Mrs. Israel owns options to purchase 35,500
shares of Common Stock of which 17,750 are currently exercisable, while the
remaining 17,750 vest on November 18, 2000. Mrs. Israel also owns options to
purchase 20,000 shares of Common Stock which are not currently exercisable. In
addition, Mrs. Israel is an indirect beneficial owner of 1,315,236 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, options to purchase 30,000
shares of Common Stock which vested on September 18, 1999 and options to
purchase 105,000 shares of Common Stock which vested on November 18, 1999). Mrs.
Israel disclaims beneficial ownership for shares owned by Mr. Israel.
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Page 5 of 6 Pages
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(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
from 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.
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.
In connection with a purchase agreement by and between the Company and
preferred stock investors dated February 15, 2000 (the "Series A Exchangeable
Preferred Stock and Warrants Purchase Agreement"), Mr. Israel and Mrs. Israel
have executed an agreement (the "Series A Exchangeable Preferred Stock Voting
Agreement") by which Mr. Israel and Mrs. Israel have agreed to vote their shares
of Common Stock of the Company in favor of any resolution presented to the
shareholders of the Company to approve the issuance of additional shares of the
Company's Common Stock upon the exchange of shares of the Company's Series A
Exchangeable Preferred Stock purchased in connection with the Series A
Exchangeable Preferred Stock and Warrants Purchase Agreement.
In connection with a stock purchase agreement by and between the
Company, ISO Investment Holdings, Inc. (the "Purchaser"), and Insurance Services
Office, Inc. dated May 10, 2000 (the "Stock Purchase Agreement"), Mr. Israel,
Mrs. Israel and another employee of the Company have executed an agreement (the
"Voting Agreement") by which Mr. Israel, Mrs. Israel and the employee have
agreed to vote their shares of Common Stock of the Company in favor of
Purchaser's designee to be included as part of the slate of nominees recommended
by the directors of the Company for election at each annual meeting of
stockholders of the Company at which directors of the Company are elected, and
at any other time at which stockholders of the Company shall have the right to,
or shall, vote for directors of the Company, for as long as the Purchaser holds
at least 25% of the shares of Common Stock purchased in connection with the
Stock Purchase Agreement.
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 person 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*
Exhibit B - Series A Preferred Stock Voting Agreements**
Exhibit C - Voting Agreement dated May 10, 2000**
Exhibit D - Stock Purchase Agreement dated May 10, 2000***
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* Incorporated by reference to the original filing by Mr. Israel on Form 13D,
dated September 29, 1998.
** Filed herewith.
*** Incorporated herein in its entirety by reference to the Company's Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on May
17, 2000.
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Page 6 of 6 Pages
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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 is true, complete and correct.
June 5, 2000
/s/ ROY ISRAEL
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Roy Israel
June 5, 2000
/s/ Carla Israel
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Carla Israel
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EXHIBIT B
The Purchasers of NAM Corporation Series A Exchangeable Preferred Stock
Gentlemen:
This letter will confirm my agreement to vote all shares of NAM
Corporation ("NAM") voting stock over which I have voting control in favor of
any resolution presented to the shareholders of NAM to approve the issuance of
additional shares of NAM common stock upon the exchange of shares of NAM Series
A Exchangeable Preferred Stock, as described in Section 5(a) of the Certificate
of Designations creating such series of preferred stock. This agreement is given
in consideration of, and as a condition to your agreement to purchase shares of
such preferred stock, and is irrevocable by me.
/s/ Roy Israel
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Roy Israel
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EXHIBIT B.1
The Purchasers of NAM Corporation Series A Exchangeable Preferred Stock
Gentlemen:
This letter will confirm my agreement to vote all shares of NAM
Corporation ("NAM") voting stock over which I have voting control in favor of
any resolution presented to the shareholders of NAM to approve the issuance of
additional shares of NAM common stock upon the exchange of shares of NAM Series
A Exchangeable Preferred Stock, as described in Section 5(a) of the Certificate
of Designations creating such series of preferred stock. This agreement is given
in consideration of, and as a condition to your agreement to purchase shares of
such preferred stock, and is irrevocable by me.
/s/ Carla Israel
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Carla Israel
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EXHIBIT C
May 10, 2000
ISO Investment Holdings, Inc.
300 Delaware Avenue, Suite 537
Wilmington, Delaware 19801
Attention: Patricia Ganzel
Re: Voting
Gentlemen:
We refer to the Stock Purchase Agreement by and between NAM
Corporation, a Delaware corporation (the "Company"), ISO Investment Holdings,
Inc., a Delaware corporation (the "Purchaser"), and Insurance Services Office,
Inc. dated as of the date hereof (the "Stock Purchase Agreement").
The parties hereto acknowledge and agree to vote their shares
of common stock of the Company in favor of Purchaser's designee to be included
as part of the slate of nominees recommended by the directors of the Company for
election at each annual meeting of stockholders of the Company at which
directors of the Company are elected, and at any other time at which
stockholders of the Company shall have the right to, or shall, vote for
directors of the Company, for as long as the Purchaser has the right to
designate such nominee pursuant to Section 3 of the Stock Purchase Agreement.
/s/ Roy Israel
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Roy Israel, Shareholder
/s/ Carla Israel
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Carla Israel, Shareholder
/s/ Cynthia Sanders
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Cynthia Sanders, Shareholder
