UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
United Financial Corp.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
81-4239109
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(CUSIP Number)
Kurt R. Weise
United Financial Corp.
5500 Wayzata Blvd., Suite 145
Golden Valley MN 55416
612-542-3001
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 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 ss. 240.13d-1(f) or 240.13d-1(g), 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 the
disclosures provided in a prior cover page.
The information required in 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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SCHEDULE 13D
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CUSIP No. 81-4239109
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
JOHN M. MORRISON
2. Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [_]
3. Sec Use Only
4. Source Of Funds
PF
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [_]
6. Citizenship Or Place Of Organization
UNITED STATES
7. Sole Voting Power
Number Of JOHN M. MORRISON- 384,720
Shares
Beneficially 8. Shared Voting Power
Owned By 0
Each
Reporting 9. Sole Dispositive Power
Person JOHN M. MORRISON- 384,720
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned By Each Reporting Person
384,720
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
[X]
13. Percent Of Class Represented By Amount In Row (11)
22.65%
14. Type Of Reporting Person*
IN
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SCHEDULE 13D
------------
CUSIP No. 81-4239109
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
SUSAN M. MORRISON
2. Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [_]
3. Sec Use Only
4. Source Of Funds
PF
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [_]
6. Citizenship Or Place Of Organization
UNITED STATES
7. Sole Voting Power
Number Of SUSAN M. MORRISON- 40,140
Shares
Beneficially 8. Shared Voting Power
Owned By 0
Each
Reporting 9. Sole Dispositive Power
Person SUSAN M. MORRISON- 40,140
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned By Each Reporting Person
40,140
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
[X]
13. Percent Of Class Represented By Amount In Row (11)
2.4%
14. Type Of Reporting Person*
IN
<PAGE>
This Amendment No. 1 to Schedule 13D of John M. Morrison and Susan M. Morrison
relating to the common stock of United Financial Corp., is being filed to report
additional purchases of stock by John M. Morrison.
ITEM 1. SECURITY AND ISSUER.
Security- Common Stock, no par value per share
Issuer- United Financial Corp., a Minnesota Corporation
Principal Executive Office- 120 1st Ave. No., Great Falls, MT 59401
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: John M. Morrison and Susan M. Morrison, as Trustee
(b) Residence or Business Address:
5500 Wayzata Blvd., Suite 145
Golden Valley MN 55416
(c) Present Principal Occupation:
John M. Morrison--Chairman and Chief Executive Officer of
United Financial Corp.,
Chairman of Central Bancshares Inc.
See item 2(b) for address
Susan M. Morrison- Home maker
(d) Convictions in the last 5 years: John M. Morrison NONE
Susan M. Morrison NONE
(e) Securities law violations in the last 5 years: John M. Morrison NONE
Susan M. Morrison NONE
(f) Citizenship: United States of America for both John M. Morrison and
Susan M. Morrison
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
25,500 shares of United Financial Corp. common stock beneficially owned
by John M. Morrison were purchased by Central Bancshares Inc. ("Central")
between February 1998 and September 1998. These purchases were funded from
$127,575 of cash of Central and $495,750 of margin debt. John M. Morrison owns
100% of the common stock of Central. Mr. Morrison and Mrs. Morrison each
purchased 1,000 shares on May 5, 1998 for $30,000 from funds available in their
respective Individual Retirement Accounts.
ITEM 4. PURPOSE OF TRANSACTION.
Purchases reported by Mr. Morrison and Mrs. Morrison on this amendment were made
for investment purposes.
As reported under Item 2, John M. Morrison currently is the Chairman and Chief
Executive Officer and a director of United Financial Corp. (the "Company"). As
such, it can be expected that Mr. Morrison will be called upon from time to time
to give consideration to proposals that the Company engage in transactions of
one or more of the other types listed below. Except as
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previously disclosed, neither John nor Susan Morrison have plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Company or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
Board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, bylaws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or 0) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
John M. Morrison beneficially owns 384,720 shares (22.65% of the outstanding
shares of United) of the aggregate of 424,860 (25.0%) reported hereby and has
the sole voting power and dispositive power with respect thereto. Of the 384,720
shares, 63,000 are held by Central, of which Mr. Morrison owns 100% of the
outstanding common stock. 1,000 shares are held in Mr. Morrison's IRA. Susan M.
Morrison holds 40,140 shares, (2.4%). 39,140 are reported as Mrs. Morrison is
trustee of two trusts for children of John and Susan Morrison. 1,000 shares are
held in Mrs. Morrison's IRA. Since the last filing, one additional trust has
been terminated and the shares of United (19,570; 1.2%) have been reregistered
in the name of the adult child for which the trust was set up and are no longer
included in this Schedule 13D. Susan M. Morrison has the sole voting and
dispositive power for the trusts. Neither reporting person shares voting or
dispositive power with respect to shares held by the other reporting person.
Each reporting person disclaims beneficial ownership with respect to the shares
held by the other reporting person. The adult children have rights to receive
dividends on shares held in their respective trusts.
Transactions effected since June 30, 1998:
Date No. of Shares Price Per Share Where/How Effected
---- ------------- --------------- ------------------
9/01/98 1,000 $24.75/Share Open Market Purchase
9/02/98 1,000 $24.50/Share Open Market Purchase
9/02/98 500 $24.00/Share Open Market Purchase
9/08/98 500 $24.00/Share Open Market Purchase
9/08/98 10,000 $24.19/Share Open Market Purchase
9/16/98 10,000 $24.19/Share Open Market Purchase
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Certain shareholders of United owning 263,200 shares of Common stock have
granted to John M. Morrison rights of first refusal whereby such shareholders
have agreed not to sell any shares of United they own for a period of two years
from February 3, 1998, without first offering such shares to Mr. Morrison. The
form of this agreement is filed as Exhibit B.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Written Agreement to file Jointly: Incorporated by reference to the
initial filing of this Schedule.
B. Form of Right of First Refusal Agreement: Incorporated by reference to
the initial filing of this Schedule.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and complete.
Dated: September 16, 1998
/s/ John M. Morrison
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John M. Morrison
/s/ Susan M. Morrison
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Susan M. Morrison, Trustee
