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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. 1)*
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
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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 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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SCHEDULE 13D
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CUSIP No. 267876100
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HCI Investment Company
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [_]
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SEC USE ONLY
3.
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SOURCE OF FUNDS*
4.
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5.
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CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Corporation organized under the Business Corporation Code of the Winnebago
Tribe of Nebraska.
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SOLE VOTING POWER 225,850
7.
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER -0-
BENEFICIALLY 8.
OWNED BY
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EACH SOLE DISPOSITIVE POWER 225,850
9.
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER -0-
WITH 10.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 225,850
11.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.08%
13.
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TYPE OF REPORTING PERSON* CO
14.
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 pages
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Pursuant to Rule 13d-2(a), this Amendment No. 1 amends HCI Investment
Company's Schedule 13D dated November 20, 1997.
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 mailing address is
P.O. Box 390, Winnebago, Nebraska 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 been convicted in a criminal proceeding or 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.
Set forth on Exhibit A hereto is information regarding each executive
officer and director of HCI Investment Company and Ho-Chunk, Inc. Information
regarding the officers and directors of HCI Investment Company reported on the
Company's Schedule 13D dated November 20, 1997 was incorrect. Exhibit A to this
Amendment No. 1 corrects such information, which corrected information is
incorporated herein by reference. None of the executive officers or directors
of HCI Investment Company or Ho-Chunk, Inc. 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
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Between January 29, 1998 and January 11, 1999, HCI Investment Company used
working capital funds in the amount of $186,745 to purchase 95,850 shares of
Common Stock of Dynamic Homes, Inc.
Item 4. Purpose of the Transaction
--------------------------
Between January 29, 1998 and January 11, 1999, HCI Investment Company
acquired 95,850 shares of Common Stock of Dynamic Homes, Inc. Prior to October
1, 1998, HCI Investment Company acquired shares of Common Stock of Dynamic
Homes, Inc. with a view towards the possible future acquisition of the business
of Dynamic Homes, Inc. However, on October 1, 1998, HCI Investment Company
determined that it had no interest in pursuing the possible
Page 3 of 6 pages
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acquisition of Dynamic Homes, Inc., and thereafter purchased shares of Common
Stock of Dynamic Homes, Inc. for investment only. HCI Investment Company
currently has no plans to acquire Dynamic Homes, Inc., through merger or
otherwise. HCI Investment Company may purchase additional shares of Common Stock
and dispose of shares of Common Stock from time to time, in the open market or
otherwise.
Item 5. Interest in Securities of the Issuer
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(a) The aggregate number of the class of securities identified pursuant to
Item 1 beneficially owned by each person named in Item 2 is 225,850
shares, which represents 10.08% 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, 1998, its most recently available filing with the
Securities and Exchange Commission.)
(b) HCI Investment Inc. has the sole power to vote 225,850 shares and sole
power to dispose or to direct the disposition of 225,850 shares.
(c) HCI Investment Company has purchased shares of Common Stock of Dynamic
Homes, Inc. on the following dates and prices per share, all of which
were purchases made through a registered broker in transactions
reported on NASDAQ:
<TABLE>
<CAPTION>
Date Amount of Shares Price Per Share
-------------- ---------------- ---------------
<S> <C> <C>
1-29-98 6,400 2.1883
2-17-98 7,250 2.1257
2-27-98 5,000 2.0565
3-6-98 10,000 2.0630
5-13-98 500 1.9788
5-18-98 25,000 1.9989
6-30-98 5,000 2.0610
9-24-98 9,000 1.8326
12-2-98 2,700 1.6894
12-18-98 6,000 1.6508
1-11-99 19,000 1.7995
</TABLE>
(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.
Page 4 of 6 pages
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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: March 3, 1999
/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 68071, with a mailing address of P.O. Box
390, Winnebago, Nebraska 68071.
Present Principal
Name and Position Occupation or Employment
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Lance G. Morgan President of HCI Investment
Director, Chairman of the Board, Company and Ho-Chunk, Inc.
President
Jim Iwan Chief Financial Officer of HCI
Director, Vice Chairman, Investment Company;
Chief Financial Officer Vice President of Ho-Chunk, Inc.
Erin Morgan Secretary of HCI Investment
Director, Secretary, Treasurer Company; Director of Operations of Ho-
Chunk, Inc.
(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.
<TABLE>
<CAPTION>
Present Principal
Name and Position Occupation or Employment Business Address
- ----------------- ------------------------- ----------------
<S> <C> <C>
Victor Bird Management Consultant, P.O. Box 1018
Director, Chairman Wohlenburg & Ritzman Yankton, SD 57078
of the Board Company
Lance G. Morgan President, HCI Investment P.O. Box 390
President Company and Ho-Chunk, Inc. Winnebago, NE 68071
Kenneth Mallory Chairman of the Winnebago P.O. Box 687
Director, Vice Tribe of Nebraska Winnebago, NE 68071
Chairman of the Board
Jerome LaPointe None P.O. Box 687
Director Winnebago, NE 68071
David Smith Historian of the Winnebago P.O. Box 687
Director Tribe of Nebraska Winnebago, NE 68071
Louis Houghton Secretary of the Winnebago P.O. Box 687
Director Tribe of Nebraska Winnebago, NE 68071
</TABLE>
Page 6 of 6 pages
