UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
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)
May 27, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 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- 455,020
Shares
Beneficially 8. Shared Voting Power
Owned By 0
Each
Reporting 9. Sole Dispositive Power
Person JOHN M. MORRISON- 455,020
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned By Each Reporting Person
455,020 (excluded 40,440 shares held by spouse)
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
[X]
13. Percent Of Class Represented By Amount In Row (11)
26.8% (excludes shares held by spouse)
14. Type Of Reporting Person*
IN
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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)
SUSAN M. MORRISON, INDIVIDUALLY AND AS TRUSTEE
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- 40,440
Shares
Beneficially 8. Shared Voting Power
Owned By 0
Each
Reporting 9. Sole Dispositive Power
Person SUSAN M. MORRISON- 40,440
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned By Each Reporting Person
40,440 (excludes 455,020 shares held by spouse)
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% (excludes shares held by spouse)
14. Type Of Reporting Person*
IN
<PAGE>
This Amendment No. 2 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 common 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
Susan M. Morrison, individually and as Trustee
(b) Residence or Business Address:
5500 Wayzata Blvd., Suite 145
Golden Valley, MN 55416
(c) Present Principal Occupation:
John M. Morrison--Chairman of United Financial Corp.,
Chairman of Central Bancshares Inc.
See item 2(b) for address
Susan M. Morrison- Homemaker
(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.
58,300 shares of United Financial Corp. common stock were purchased by John
M. Morrison on May 27, 1999, for $1,340,900, or $23 per share. This purchase was
funded using $50,000 cash and $1,290,900 drawn on an existing line of credit
from Norwest Bank. Additionally, on May 27, 1999 Mr. Morrison purchased 11,700
shares of United Financial Corp. in his IRA, for $269,100, or $23 per share. Mr.
Morrison and Mrs. Morrison each purchased 300 shares on May 19, 1999 for $6,588
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 a
director of United Financial Corp. (the "Company" or "United"). As such, it
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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 types listed below. Except as 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 j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
John M. Morrison beneficially owns 455,020 shares (26.8% of the outstanding
shares of United) of the aggregate of 495,460 (29.2%) reported hereby and has
sole voting power and dispositive power with respect thereto. Of the 455,020
shares, 63,000 are held by Central Bancshares Inc., of which Mr. Morrison owns
100% of the outstanding common stock and 13,000 shares are held in Mr.
Morrison's IRA. Susan M. Morrison holds 40,440 shares, (2.4%). Of those shares,
39,140 are held by Mrs. Morrison as trustee of two trusts for children of John
and Susan Morrison and 1,300 shares are held in Mrs. Morrison's IRA. Susan M.
Morrison has sole voting and dispositive powersfor 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 December 31, 1998:
Date No. of Shares Price Per Share Where/How Effected
---- ------------- --------------- ------------------
5/19/99 300 $21.96/Share Open Market Purchase
5/19/99 300 $21.96/Share Open Market Purchase
5/27/99 58,300 $23.00/Share Open Market Purchase
5/27/99 11,700 $23.00/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: May 27, 1999
/s/ John M. Morrison
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John M. Morrison
/s/ Susan M. Morrison
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Susan M. Morrison, Trustee
