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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RDO Equipment Co.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
749413-10-0
(CUSIP Number)
Ronald D. Offutt
RDO Equipment Co.
2829 South University Drive
Fargo, ND 58109
(701) 239-8730
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
With a copy to:
Thomas R. Marek, Esq.
Oppenheimer Wolff & Donnelly LLP
3300 Plaza VII
45 South 7th Street
Minneapolis, MN 55402
December 8, 2000
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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(e), 13d-1(f) or 13d-1(g), check the
following box |X|.
Note: Schedules filed in paper formats shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
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SCHEDULE 13D
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Cusip No. 749413 10 0 Page 2 of 5 Pages
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1
Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
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
Number of 8,082,184 (includes 7,450,492 shares of Class B Common
Shares Stock which is convertible into 7,450,492 shares of
Beneficially Class A Common Stock)
owned ------------------------------------------------------------
by each 8
reporting Shared Voting Power
person with:
0
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9
Sole Dispositive Power
8,082,184 (includes 7,450,492 shares of Class B
Common Stock which is convertible into 7,450,492
shares of Class A Common Stock)
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10
Shared Dispositive Power
0
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11
Aggregate Amount Beneficially Owned by Each Reporting Person
8,082,184 (includes 7,450,492 shares of Class B Common Stock which
is convertible into 7,450,492 shares of Class A Common Stock)
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12
Check Box if the Aggregate amount in Row (11) Excludes Certain
Shares |_|
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13
Percent of Class Represented by Amount in Row (11)
61.0%
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14
Type of Reporting Person
IN
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SCHEDULE 13D
Pursuant to Rule 13d-2(a), this Schedule 13D amends Mr. Offutt's
Amendment No. 2 to Schedule 13G dated April 1, 2000.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Class A Common Stock, par value $.01 per
share (the "Class A Common Stock") of RDO Equipment Co., a Delaware corporation
("RDOE"). The address of the principal executive offices of RDOE is 2829 South
University Drive, Fargo, ND 58109.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by and on behalf of Ronald D.
Offutt.
(b) Mr. Offutt's principal business and office address is 2829
South University Drive, Fargo, ND 58109.
(c) Mr. Offutt currently is the Chairman of the Board and the
Chief Executive Officer of RDOE.
(d) - (e) During the last five years, Mr. Offutt has not been convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
nor has he been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr.Offutt is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 8, 2000, Mr. Offutt purchased 200,000 shares of Class A
Common Stock of RDOE (the "Shares") in an open market brokerage transaction, at
a sales price of $2.50 per share (including brokers' commissions), an aggregate
sales price of $500,000.00. Mr. Offutt paid cash for these shares and no funds
used to purchase these shares were borrowed.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Offutt purchased the Shares because he believes the market price
of the Class A Common Stock is significantly undervalued, making it a good
investment. Mr. Offutt reserves the right to exercise any and all of his
respective rights as a stockholder of RDOE (including any potential future
acquisition or disposition of shares) in any manner consistent with his equity
interest and as permitted by applicable law.
As of the date hereof, except as noted in the above preceding
paragraph, Mr. Offutt has no plans or proposals regarding:
(i) Any extraordinary corporate transaction such as a merger,
reorganization or liquidation involving RDOE or any of its securities;
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(ii) A sale or transfer of a material amount of assets of RDOE or
any of its subsidiaries;
(iii) Any change in the present Board of Directors or management of
RDOE, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the Board;
(iv) Any material change in the present capitalization or dividend
policy of RDOE;
(v) Any other material change in RDOE's business or corporate
structure;
(vi) Changes in RDOE's charter, bylaws or instruments corresponding
thereto or other acts which may impede the acquisition of control of RDOE by any
person;
(vii) Causing a class of securities of RDOE to be delisted from a
national securities exchange or to cease to be authorized to be quoted in the
New York Stock Exchange market;
(viii) A class of the equity securities of RDOE becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(ix) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 8, 2000, Mr. Offutt beneficially owned 631,692
(10.9% of the Class A Common Stock, including 78,000 shares issuable upon
exercise of stock options) and 7,450,492 shares (100% of the Class B Common
Stock) for an aggregate of 8,082,184 shares (61.0% of the Class A Common Stock
and Class B Common Stock on an as converted basis based upon 13,181,500 shares
outstanding on December 15, 2000, as reported in RDOE's most recent Form 10-Q
filed on December 15, 2000). These shares exclude 12,903 shares of Class A
Common Stock owned by Mr. Offutt's spouse as to which shares he disclaims any
beneficial ownership.
(b) Mr. Offutt has sole voting and dispositive power with respect
to the 8,082,184 shares of Class A Common Stock owned of record by Mr. Offutt.
(c) See the disclosure under Item 5(a) above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Offutt entered into a Stock Option Agreement, dated February 1,
1994, as amended, with each of Allan F. Knoll, Office of the Chairman and
Corporate Secretary of RDOE and Paul T. Horn, Office of the Chairman and
President of RDOE, pursuant to which Mr. Knoll has an option to purchase 608,595
shares of Class A Common Stock at an exercise price of $3.03 per share and Mr.
Horn has an option to purchase 383,005 shares of Class A Common Stock at an
exercise price of $3.03 per share. Each Stock Option Agreement expires on
February 1, 2020.
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Except as described herein, there are no contracts, arrangements,
understandings or relationships between Mr. Offutt and any other person with
respect to any securities of RDOE.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Stock Option Agreement, dated February 1,
1994, between Ronald D. Offutt and Allan F.
Knoll, as amended (filed herewith
electronically).
Exhibit 7.2 Stock Option Agreement, dated February 1,
1994, between Ronald D. Offutt and Paul T.
Horn, as amended (filed herewith
electronically).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 18, 2000. /s/ Ronald D. Offutt
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Ronald D. Offutt
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