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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RDO EQUIPMENT CO.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
749413 10 0
(CUSIP Number)
Ronald D. Offutt
2829 South University Drive
Fargo, ND 58103
(701) 237-6062
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 10, 1997
(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: [X]
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SCHEDULE 13D
CUSIP No. 749413 10 0
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1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Ronald D. Offutt
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
PF
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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 of America
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7) SOLE VOTING POWER
7,651,492
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8) SHARED VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY EACH 7,651,492
REPORTING PERSON --------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
-0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,651,492
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.8%
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14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
Pursuant to Rule 13d-2(c), this Schedule 13D amends Mr. Offutt's Schedule
13G dated February 21, 1997.
ITEM 1. SECURITY AND ISSUER.
The securities to which this statement relates are the Class A common
stock, $.01 par value ("Class A Common Stock"), of RDO Equipment Co., a Delaware
corporation (the "Company"), whose principal executive offices are located at
2829 South University Drive, Fargo, ND 58103.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Statement is being filed on behalf of Ronald D. Offutt (the
"Reporting Person") with respect to the acquisition of an aggregate of 150,000
shares by Mr. Offutt (the "Acquired Shares") of Class A Common Stock of the
Company. The name, address, and present principal occupation of the Reporting
Person is as follows:
1. NAME: Ronald D. Offutt
ADDRESS: c/o RDO Equipment Co.
2829 South University Drive
Fargo, ND 58103
PRINCIPAL OCCUPATION: Chief Executive Officer
R. D. Offutt Company
2829 South University Drive
Fargo, ND 58103
(d)-(e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) nor has the Reporting Person been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is 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) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Offutt paid: (i) $16.75 per share for 7,000 shares of Class A Common
Stock; (ii) $16.50 per share for 50,000 shares of Class A Common Stock; and
(iii) $16.9231 per share for 93,000 shares of Class A Common Stock. Mr. Offutt
paid for the Acquired Shares from his own personal funds.
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ITEM 4. PURPOSE OF TRANSACTION.
The acquisition of the Acquired Shares was for investment purposes. On
November 21, 1997, Mr. Offutt purchased 93,000 shares of the Class A Common
Stock in the open market. On December 8 and December 10, 1997, Mr. Offutt
purchased 7,000 and 50,000 shares of Class A Common Stock, respectively, in the
open market.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The following table sets forth information regarding the
beneficial ownership of the Class A Common Stock of the Company as of December
10, 1997, unless otherwise noted, by the Reporting Person.
Shares of Common Stock
Beneficially Owned
------------------
Name Amount Percent of
---- ------ Class(1)
-----
Ronald D. Offutt 7,651,492 (2) 57.8%
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(1) For purposes of calculating the percent of class for Mr. Offutt, all shares
of Class A Common Stock issuable upon exercise of rights held by Mr. Offutt
to acquire Class A Common Stock are deemed outstanding.
(2) Includes: (i) 50,000 shares of Class A Common Stock issuable to Mr. Offutt
upon the exercise of outstanding stock options; and (ii) 7,450,492 shares
of Class A Common Stock issuable upon the conversion of 7,450,492 shares of
Class B Common Stock. Does not include 12,903 shares of Class A Common
Stock owned by Mr. Offutt's spouse to which Mr. Offutt disclaims any
beneficial interest. Mr. Offutt has no power to direct the investment or
voting decisions of his spouse.
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(c) Other than as described in Item 4 above, during the past 60 days, the
Reporting Person has not effected any other transactions in any shares of the
Company's Class A Common Stock except for the dispositions by gift on November
10, 1997, of an aggregate of 8,000 shares of Class B Common Stock which
automatically converted into an aggregate of 8,000 shares of Class A Common
Stock.
(d)-(e) Items 5(d) and (e) are inapplicable to the Reporting Person.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Ronald D. Offutt
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December 18, 1997 Ronald D. Offutt
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