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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Dynamic Homes, Inc.
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(Name of Issuer)
Common Stock $.10 par value
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(Title of Class of Securities)
267876100
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(CUSIP Number)
Lance G. Morgan, P.O. Box 390,
One St. Augustine Drive, Highway 77,
Winnebago, Nebraska 68071 -- Telephone: (402) 878-2809
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 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. [ ]
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 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).
Page 1 of 6 pages
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Page 2 of 6 pages
SCHEDULE 13D
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CUSIP No. 267876100
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HCI Investment Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Corporation organized under the
Business Corporation Code of the Winnebago Tribe of Nebraska.
7. SOLE VOTING POWER 130,000
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 130,000
PERSON
WITH
10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14. TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 pages
Item 1. Security and Issuer
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The title of the class of equity securities to which this statement relates
is Common Stock, $.10 par value. The name and address of the principal
executive offices of the issuer of such securities is Dynamic Homes, Inc., 525
Roosevelt Avenue, Detroit Lakes, Minnesota 56501.
Item 2. Identity and Background
-----------------------
The name of the person filing this statement is HCI Investment Company. It
is organized under the Business Corporation Code of the Winnebago Tribe of
Nebraska. Its principal business is to invest in other corporations. The
street address of its principal business and its principal office is One St.
Augustine Drive, Highway 77, Winnebago, Nebraska, and its mail address is P.O.
Box 390, Winnebago, NE 68071.
HCI Investment Company is a wholly owned subsidiary of Ho-Chunk, Inc. which
is also organized under the Business Corporation Code of the Winnebago Tribe of
Nebraska. The principal business of Ho-Chunk, Inc. is that of a holding
company, and providing management services to its affiliated corporations. The
street address of its principal business and its principal office is also One
St. Augustine Drive, Highway 77, Winnebago, Nebraska 68071.
During the last five years, neither HCI Investment Company nor Ho-Chunk,
Inc. has not been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body or 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.
Set forth on Exhibit A hereto is information regarding each executive
officer and director of HCI Investment Company and Ho-Chunk, Inc. None of such
persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years, and none of such
persons was 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 violations with respect to such laws. All such persons are
citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
HCI Investment Company has used working capital funds in the amount of
$290,600 to purchase 130,000 share of Common Stock of Dynamic Homes, Inc. HCI
Investment Company may formulate a proposal to acquire the business of Dynamic
Homes, Inc. as described in Item 4, in a transaction which HCI Investment
Company believes would, in effect, result in the purchase from other
shareholders for cash of all shares of Common Stock not already owned by HCI
Investment Company. HCI Investment Company expects that funds for such
transaction, if consummated, would
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Page 4 of 6 pages
be provided in part by a bank loan to it or to an affiliate formed for such
purpose and in part from working capital of HCI Investment Company. However, no
specific proposal for any such transaction has yet been formulated, and no
purchase price or bank line of credit for any such transaction has yet been
established.
Item 4. Purpose of the Transaction
--------------------------
HCI Investment Company has acquired the shares of Common Stock of Dynamic
Homes, Inc. for investment, and with a view towards the possible future
acquisition of the business of Dynamic Homes, Inc. through merger or otherwise.
HCI Investment Company may formulate a proposal to acquire the business of
Dynamic Homes, Inc. in a transaction involving the merger of Dynamic Homes, Inc.
into HCI Investment Company, or a corporation controlled by HCI Investment
Company and organized for such purpose. HCI Investment Company believes that
such transaction, if formulated, agreed upon by Dynamic Homes, Inc. and
consummated would, in effect, result in the purchase from other shareholders for
cash of all shares of Common Stock not already owned by HCI Investment Company.
However, no specific proposal for any such transaction has to date been
formulated. If HCI Investment Company and/or its affiliate acquired all of the
shares of Common Stock of Dynamic Homes, Inc. through merger or otherwise, the
Common Stock of Dynamic Homes, Inc. would no longer be a publicly traded; and
HCI Investment Company expects in such event that the shareholders of Dynamic
Homes, Inc. would be entitled to receive cash for their Common Stock, that HCI
Investment Company, as the owner of the outstanding capital stock of the merged
businesses, would elect a board of directors comprised of persons nominated by
it or them, and that HCI Investment Company would review the present
capitalization and dividend policy and business and corporate structure of
Dynamic Homes, Inc., in the context of any merger agreement.
Although, other than as described in this Item, HCI Investment Company does
not have any current plans or proposals with respect to Dynamic Homes, Inc. or
its shares of Common Stock, it reserves the right to take any and all actions
which could include, without limitation, a proxy contest or an acquisition of
Dynamic Homes, Inc., alone or in conjunction with others. Considerations
relevant to any decision may include then current market and economic
conditions, Dynamic Homes, Inc.'s then current or prospective financial
performance, the market performance of the Common Stock of Dynamic Homes, Inc.
and management's plans, if any, with respect to Dynamic Homes, Inc. HCI
Investment Company also may continue to acquire shares of Common Stock and may
dispose of shares of Common Stock, from time to time in the open market or
otherwise.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The aggregate number of the class of securities identified pursuant
to Item 1 beneficially owned by each person named in Item 2 is
130,000 shares which represents 5.8% of the class of securities
identified pursuant to Item 1 (based on the number of securities
outstanding as contained in Dynamic Homes, Inc.'s Form 10-Q for the
quarter year ended September 30, 1997, its most recently available
filing with the Securities and Exchange Commission.)
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Page 5 of 6 pages
(b) HCI Investment Inc. has the sole power to vote 130,000 shares and sole
power to dispose or to direct the disposition of 130,000 shares.
(c) HCI Investment Company purchased shares of Common Stock of Dynamic
Homes, Inc. within the past sixty (60) days on the following dates
and prices per share, all of which were purchases made through a
registered broker in transactions reported on NASDAQ:
Date Amount of Shares Price Per Share
-------------------- ---------------- ---------------
9-25-97 20,000 $ 2.18
10-3-97 30,000 2.375
10-15-97 10,000 2.25
10-17-97 10,000 2.25
10-20-97 10,000 2.25
10-22-97 7,600 2.25
10-23-97 2,400 2.25
10-28-97 10,000 2.21
11-12-97 10,000 2.09
11-20-97 20,000 2.10
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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There are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 with respect to any securities
of Dynamic Homes, Inc. There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons named in Item 2 and any
other person with respect to the securities of Dynamic Homes, Inc. A
representative of HCI Investment Company met with the Chief Executive Officer
and the President of Dynamic Homes, Inc. October 21, 1997, for informal
discussions regarding HCI Investment Company's desire to ultimately acquire the
business of Dynamic Homes, Inc., but no contracts, arrangements, understandings
or relationships were established between HCI Investment Company and Dynamic
Homes, Inc. or any representative of Dynamic Homes, Inc. as a result of such
discussions.
Item 7. Material to be Filed as Exhibits
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Exhibit A - Directors and Executive Officers of HCI Investment Company and
Ho-Chunk, Inc.
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Page 6 of 6 pages
Signature
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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: December 12, 1997
/s/ Lance G. Morgan
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Lance G. Morgan, President
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EXHIBIT A
(i) DIRECTORS AND EXECUTIVE OFFICERS OF HCI INVESTMENT COMPANY
The name and present principal occupation or employment of the directors
and executive officers of HCI Investment Company are set forth below. The
business address of each director and executive officer is One St. Augustine
Drive, Highway 77, Winnebago, Nebraska with a mail address of Post Office Box
390, Winnebago, NE 68071.
Present Principal
Name and Position Occupation or Employment
- ----------------- ------------------------
Lance G. Morgan President of HCI Investment Company
Director, Chairman of the Board and and Ho-Chunk, Inc.
President
Scott Gude Secretary of HCI Investment Company
Director, Secretary
Mark A. Hubble General Counsel of the Winnebago
Director Tribe of Nebraska
(ii) DIRECTORS AND EXECUTIVE OFFICERS OF HO-CHUNK, INC.
The name, present principal occupation or employment and business address
of the directors and executive officers of Ho-Chunk, Inc. are set forth below.
Present Principal
Name and Position Occupation or Employment Business Address
- ------------------------- --------------------------- --------------------
Victor Bird Management consultant with Post Office Box 1018
Director, Chairman of Wohlenburg & Ritzman Yankton, SD 57078
the Board Company
Lance G. Morgan President of HCI Investment Post Office Box 390
President Company and Ho-Chunk, Inc. Winnebago, NE 68071
Kenneth Mallory Chairman of the Winnebago Post Office Box 687
Director, Vice Chairman Tribe of Nebraska Winnebago, NE 68071
of the Board
Jerome LaPointe Secretary of the Winnebago Post Office Box 687
Director Tribe of Nebraska Winnebago, NE 68071
David Smith Historian of the Winnebago Post Office Box 687
Director Tribe of Nebraska Winnebago, NE 68071
