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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
United Financial Corporation
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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)
Martin R. Rosenbaum, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3211
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 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(b)(3) or (4), check the following box. / /
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 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).
Page 1 of 11 Pages
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CUSIP No. 81-4239109
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) John M. Morrison &
Susan M. Morrison, As Trustee
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See instructions) OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
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7 SOLE VOTING POWER
Mr. John M. Morrison - 358,220
Ms. Susan M. Morrison - 58,710
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON Mr. John M. Morrison - 358,220
WITH Ms. Susan M. Morrison - 58,710
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,930
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(See instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6
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14 TYPE OF REPORTING PERSON (See instructions)
IN
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Page 2 of 11 Pages
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Item 1. SECURITY AND ISSUER
Security - Common Stock, no par value per share.
Issuer - United Financial Corp., a Minnesota Corporation.
Principal Executive Office - 601 First Avenue North
Great Falls, MT 59401
Item 2. IDENTITY AND BACKGROUND
(a) Names of persons filing: John M. Morrison and Susan M. Morrison,
as trustee
(b) Business Address: 5500 Wayzata Boulevard, Suite 145
Golden Valley, MN 55416
(c) Present principal occupation and name, principal business and address
of organization through which principal occupation is carried out:
John M. Morrison - President, Chief Executive Officer and
Director of United Financial Corp.
Chief Executive Officer of Central
Bancshares, Inc.
See Item 2(b) for address
Susan M. Morrison - Home maker
(d) During the last five years, neither John Morrison nor Susan Morrison
has been convicted in any criminal proceeding (traffic violations or similar
misdemeanors excluded).
(e) During the last five years, neither John Morrison nor Susan Morrison
has been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which either John or Susan Morrison is or
was 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) John and Susan Morrison are citizens of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
37,500 shares of United Financial Corp. Common Stock beneficially owned by
John Morrison were purchased by Central Bancshares, Inc. ("Central Bancshares")
in market purchases between July 1997 and September 1997. These purchases were
funded from cash of Central
Page 3 of 11 Pages
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Bancshares and margin debt. John Morrison owns 100% of the Common Stock
of Central Bancshares. All other shares held by John and Susan Morrison
were acquired in connection with a stock-for-stock merger between
United Financial Corp. and Heritage Bancorporation of which each reporting
person was a shareholder. The merger became effective February 3, 1998.
Item 4. PURPOSE OF TRANSACTION
Each reporting person became a five-percent shareholder of United Financial
Corp. on February 3, 1998, when the stock-for-stock merger between United
Financial Corporation and Heritage Bancorporation became effective.
As reported under Item 2, John M. Morrison currently is the President,
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
described above and in the Joint Proxy Statement of the Company and Heritage
Bancorporation (the "Joint Proxy Statement"), filed with the Securities and
Exchange Commission on January 15, 1998 (for example, the bank subsidiary of the
Company is expected to merge with the bank subsidiary of Heritage
Bancorporation), neither John nor Susan Morrison currently has 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 (j) any action
similar to any of those enumerated above.
The Joint Proxy Statement describes events which relate to or have the
potential to constitute events described under several items listed above, such
as (a), (b), (d) and (f). Notwithstanding the foregoing, Mr. Morrison intends to
remain free to take such action, including the making of such proposals with
respect to the Company or its securities as he may from time to time deem
appropriate in light of circumstances which might arise from time to time.
Page 4 of 11 Pages
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Item 5. INTEREST IN SECURITIES OF THE ISSUER
John Morrison beneficially owns 358,220 shares (21.1% of the outstanding
shares of United Financial Corp.) of the aggregate of 416,930 shares (24.6%)
reported hereby and has the sole voting and dispositive power with respect
thereto. Of the 358,220 shares, 37,500 are held by Central Bancshares, of which
John Morrison owns 100% of the outstanding common stock. Susan Morrison holds
58,710 shares (3.5%) of the aggregate of 416,930 shares reported hereby as a
trustee for three trusts in favor of the children of John and Susan Morrison,
and has the sole voting and dispositive power thereto. 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.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
Certain shareholders of United Financial Corp., 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 Financial Corp.
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 attached as Exhibit
B.
Item 7. EXHIBITS
A. Written Agreement to File Jointly.
B. Form of Right of First Refusal Agreement.
Page 5 of 11 Pages
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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, complete and
correct.
Date: February 12, 1998 /s/ John M. Morrison
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John M. Morrison
/s/ Susan M. Morrison
---------------------------------
Susan M. Morrison, Trustee
Page 6 of 11 Pages
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EXHIBIT A
To Schedule 13D
The undersigned, John W. Morrison and Susan M. Morrison, Trustee, hereby
agree that this Schedule 13D shall be filed on behalf of each of them.
Date: February 12, 1998 /s/ John M. Morrison
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John M. Morrison
/s/ Susan M. Morrison
---------------------------------
Susan M. Morrison, Trustee
Page 7 of 11 Pages
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EXHIBIT B
FORM OF RIGHT OF FIRST REFUSAL AGREEMENT
This Right of First Refusal Agreement, dated as of August ___, 1997 (the
"Agreement") is entered into by and between John Morrison ("Morrison") and
____________ ("Shareholder").
WITNESSETH:
A. As of the date hereof, Shareholder and Morrison each own certain
shares of the common stock, no par value ("United Stock"), of United Financial
Corp., a Minnesota corporation ("United").
B. Heritage Bancorporation, a Montana corporation ("Heritage"), is
contemplating a merger (the "Merger") with United, pursuant to an Agreement and
Plan of Merger dated as of the date hereof (the "Merger Agreement"). Pursuant
to the Merger Agreement, Shareholder and Morrison will own stock in the
surviving corporation in the Merger (the "Resulting Corporation"). Shareholder
owns _________ shares of the common stock of United and will own the same number
of shares of the common stock of the Resulting Corporation upon consummation of
the Merger (the "Resulting Corporation Shares").
C. Morrison desires to receive, and Shareholder desires to grant to
Morrison, a right of first refusal on the Resulting Corporation Shares following
the Merger.
NOW, THEREFORE, in consideration of the covenants and agreements of the
parties herein contained, the parties hereto intending to be legally bound,
hereby agree as follows:
1. DEFINITIONS. All capitalized terms used herein and not otherwise
defined herein shall have the meanings subscribed to them under the
Reorganization Agreement.
2. REPRESENTATIONS AND WARRANTIES. Shareholder represents and warrants
that as of consummation of any purchase by Morrison of any of the Resulting
Corporation Shares pursuant to Section 4 of this Agreement, said shares shall be
free and clear of all liens, pledges, security interests, claims, encumbrances,
options, and agreements to sell or otherwise transfer said shares except as set
forth herein.
3. RESTRICTION ON TRANSFER OF SHARES OF THE RESULTING CORPORATION.
Except as otherwise provided in this Agreement, Shareholder, for a period of two
(2) years from the Effective Time of the Merger (the "Term"), shall not sell,
give, or otherwise transfer any of the
Page 8 of 11 Pages
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Resulting Corporation Shares except in compliance with the procedures set forth
in Sections 4, 5 and 6 of this Agreement. Notwithstanding the foregoing,
Shareholder may transfer the Resulting Corporation Shares to an affiliate or to
a trust created by Shareholder, so long as the affiliate or trust certifies to
Morrison in writing that it agrees to be bound by the terms of this Agreement.
4. SALE OF SHARES OF THE RESULTING CORPORATION DURING THE TERM. In the
event Shareholder desires to sell some or all of the Resulting Corporation
Shares during the Term, for any reason whatsoever (or in the event of any
involuntary transfer of the shares through operation of law or otherwise), then
the Shareholder will deliver by facsimile, on a business day between 8:00 a.m.
and 5:00 p.m. Central Standard Time, a notice in the form attached hereto as
Exhibit A of his desire to sell that part or all of the Resulting Corporation
Shares to Morrison, which notice shall specify the manner in which Shareholder
intends to sell the Resulting Corporation Shares (the "Shareholder Notice").
Promptly upon receipt of the Shareholder Notice, Morrison shall deliver to
Shareholder, by facsimile, written confirmation of Morrison's receipt of the
Shareholder Notice. Shareholder understands that if he does not receive written
confirmation from Morrison of receipt of the Shareholder Notice within three (3)
hours of transmission thereof, he shall resubmit the Shareholder Notice and
contact Morrison or his representatives at the telephone number set forth on the
Shareholder Notice to inform Morrison of delivery of the Shareholder Notice (the
"Resubmission"). The Resubmission shall be deemed acceptable notice to Morrison
irrespective of whether written confirmation of receipt of the Shareholder
Notice is delivered to the shareholder. Prior to 5:00 p.m., Central Standard
Time, the next business day following confirmation by Morrison of receipt of the
Shareholder Notice or the Resubmission, Morrison shall deliver by facsimile
notice to the Shareholder whether he intends to purchase some or all of the
Resulting Corporation Shares offered for sale by the Shareholder at the purchase
price set forth in Section 6, or whether Shareholder is free to sell those
Resulting Corporation Shares pursuant to Section 5 of this Agreement. If
Morrison gives notice of his intent to purchase some or all of the Resulting
Corporation Shares offered for sale, then within three (3) business days
thereafter, Morrison shall deliver to the Shareholder the purchase price set
forth in Section 6 hereof in cash or other immediately available funds, and
Shareholder shall take any and all actions necessary to transfer the Resulting
Corporation Shares to Morrison.
5. FAILURE TO RESPOND OR EFFECT OF NOTICE BY MORRISON OF INTENT NOT TO
PURCHASE THE RESULTING CORPORATION SHARES. If Morrison fails after receipt of
the Shareholder Notice or Resubmission to give notice to the Shareholder of his
intent or gives notice that he does not intend to purchase the Resulting
Corporation Shares being offered for sale, then Shareholder shall have fifteen
(15) business days to sell the Resulting Corporation Shares (either on the open
market, or in a private sale to the person and at the price disclosed by
Shareholder pursuant to Section 4 of this Agreement). Shareholder shall provide
evidence of the sale to Morrison promptly after the consummation thereof. If
Shareholder does not consummate the sale of the Resulting Corporation Shares
being offered for sale within such period, then the Resulting Corporation Shares
shall again
Page 9 of 11 Pages
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be subject to the terms of this Agreement and may not be sold other than through
the procedures set forth in Section 4 of this Agreement.
6. PURCHASE PRICE. If Morrison gives notice of his intent to purchase
the Shareholder's shares, the purchase price shall be either (a) if Shareholder
proposed to sell the Resulting Corporation Shares on the open market, at the
midpoint between the closing bid and ask prices for the Resulting Corporation
Shares on the trading day prior to the date on which notice was given to
Morrison pursuant to paragraph 4, above; or (b) if Shareholder proposed to sell
the Resulting Corporation Shares in a private sale (and has provided Morrison
such evidence as is reasonably acceptable to Morrison of the existence and
genuineness of the offer to purchase in a private sale) under the terms and
conditions offered for the Resulting Corporation Shares in the private sale.
7. REGULATORY APPROVAL. Shareholder acknowledges that regulatory
approval of the Merger between Heritage and United and of this Agreement between
Morrison and Shareholder is necessary. Shareholder agrees to lend his
reasonable nonfinancial assistance to Heritage and Morrison to obtain such
approvals.
8. CONDITION PRECEDENT. It shall be a condition precedent to the rights
and obligations of Shareholder and Morrison under this Agreement that Heritage
and United consummate the Merger.
9. RIGHT TO SPECIFIC PERFORMANCE. It is agreed that in addition to any
relief which may be afforded by law arising out of a violation of this Agreement
or failure to perform its terms, an injured party shall have the right to compel
the specific performance of the terms and conditions of this Agreement.
10. AMENDMENT AND MODIFICATION. This Agreement may be amended, modified,
or supplemented at any time by the written approval of such amendment,
modification, or supplement by Shareholder and Morrison.
11. ENTIRE AGREEMENT. This Agreement evidences the entire agreement among
the parties hereto with respect to the matters provided for herein, and there
are not agreements, representations, or warranties with respect to the matters
provided for herein other than those set forth herein and in the Merger
Agreements and the documents and exhibits related thereto. This Agreement
supersedes any agreements among United and its stockholders concerning the
acquisition, distribution, or control of the stock of United.
12. SEVERABILITY. The parties agree that if any provision of this
Agreement shall under any circumstances be deemed invalid or inoperative, this
Agreement shall be construed with the invalid or inoperative provisions deleted,
and the rights and obligations of the parties shall be construed and enforced
accordingly.
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13. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same document.
14. GOVERNING LAW. The validity, construction, enforcement, and effect of
this Agreement shall be governed by the laws of the State of Montana.
15. HEADINGS. The headings for the paragraphs of this Agreement are
inserted for convenience only and shall not constitute a part hereof or affect
the meaning and interpretation of this Agreement in any way.
16. PARTIES IN INTEREST. This Agreement shall be binding upon and inure
to the benefit of Shareholder, Morrison, and each of their heirs, executors,
administrators, successors, and assigns. The parties hereto do hereby covenant
and agree that they, their heirs, executors, administrators, successors, and
assigns will take any and all action and execute any and all instruments,
releases, assignments, and consents which may be reasonably required of them in
order to carry out the provisions of this Agreement. This Agreement may not be
assigned by Shareholder without the express written consent of Heritage and
Morrison.
17. JURY WAIVER. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
Shares of United common stock SHAREHOLDER:
owned of record or otherwise
beneficially by Shareholder:
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[Name]
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John Morrison
Page 11 of 11 Pages
