-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ToqnLVflSsmCZJ5xemvKfBHhGzIUGD72VCihD8M9AKrmO020Z/7djsEJcr4dFLy5 XO7MC2rDTXsnv0g6lTS9+w== 0001144204-05-012263.txt : 20050420 0001144204-05-012263.hdr.sgml : 20050420 20050420161622 ACCESSION NUMBER: 0001144204-05-012263 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050309 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: National Investment Managers Inc. CENTRAL INDEX KEY: 0000770461 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 592091510 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-51252 FILM NUMBER: 05762158 BUSINESS ADDRESS: STREET 1: 830 THIRD AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-355-1547 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: FAST EDDIE RACING STABLES INC DATE OF NAME CHANGE: 19960820 8-K/A 1 v016661_8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 9, 2005 Commission File Number 2-97360-A NATIONAL INVESTMENT MANAGERS INC. --------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Florida 59-2091510 -------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 830 Third Avenue, 14th Floor New York, NY 10022 ---------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 355-1547 ----------------------------------------------- (Registrant's Executive Office Telephone Number) Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Item 2.01 Completion of Acquisition of Assets This Form 8-K/A amends the Current Report on Form 8-K (the "Initial Report") of National Investment Managers Inc. (the "Company"), filed on March 15, 2005, disclosing that on March 9, 2005, the Company had acquired Duncan Capital Financial Group, Inc. in exchange for the issuance by us of 12,040,000 shares of our common stock. The sole purpose of this amendment is to provide the audited financial statements for the period as required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b), which financial statements and information were excluded from the original filing in reliance on Items 9.01(a)(4) and 9.01(b)(2), respectively, of Form 8-K. Item 9.01 Financial Statements and Exhibits. (a) Unaudited Pro Forma Combined Condensed Financial Statements of National Investment Managers Inc. and Duncan Capital Financial Group, Inc. (Incorporated by reference to pages F-2 through F-7 of the Company's Registration Statement on Form SB-2 (File No. 333-124161), filed on April 19, 2005). (b) Financial Statements of Fast Eddie Racing Stables, Inc. - December 31, 2004 and December 31, 2003 (Incorporated by reference to pages F-8 through F-18 of the Company's Registration Statement on Form SB-2 (File No. 333-124161), filed on April 19, 2005). (d) Consolidated Financial Statements of Duncan Capital Financial Group, Inc. and Subsidiaries - December 31, 2004 (Incorporated by reference to pages F-19 through F-34 of the Company's Registration Statement on Form SB-2 (File No. 333-124161), filed on April 19, 2005). (e) Combined Financial Statements of Pension Administration Services, Inc, and Affiliates - December 31, 2004 and December 31, 2003 (Incorporated by reference to pages F-35 through F-45 of the Company's Registration Statement on Form SB-2 (File No. 333-124161), filed on April 19, 2005). (d) Exhibits: None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL INVESTMENT MANAGERS INC. Date: April 20, 2005 By: /s/ Richard E. Stierwalt ------------------------- Richard E. Stierwalt President and CEO -----END PRIVACY-ENHANCED MESSAGE-----