SECURITIES AND EXCHANGE COMMISSION
FORM S-2
AMENDMENT NUMBER 1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
M Corp
(Exact name of registrant as specified in its charter)
Montana 81-0268769
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
110 Second Street South, Great Falls, Montana, 59405, telephone number:
(406) 727-2600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Jerry K. Mohland; 110 Second Street South, Great Falls, Montana, 59405,
telephone number: (406) 727-2600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public:
November 25, 1998 .
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check this box.
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Securities Amount to be offering price aggregate Registration
to be Registered Registered per unit offering price Fee
One Dollar Par
Value 539,179 Shares $2.00 $1,078,358 $318.12
Common Stock
Note: Specific details relating to the fee calculation shall be furnished in
notes to the table, including references to provisions of Rule 457 relied
upon, if the basis of the calculation is not otherwise evident from the
information presented in the table. If the filing fee is calculated pursuant
to Rule 457(o) under the Securities Act, only the title of the class of
securities to be registered, the proposed maximum aggregate offering price
for that class of securities and the amount of registration fee need to
appear in the Calculation of Registration Fee table. Any difference between
the dollar amount of securities registered for such offering and the dollar
amount of securities sold may be carried forward on a future registration
statement pursuant to Rule 429 under the Securities Act.
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PROSPECTUS
539,179 SHARES
M CORP
COMMON STOCK
____________________
All of the 539,179 shares of Common Stock of M Corp (the "Company") offered
hereby are being offered by the Company only to existing shareholders of the
Company pursuant to nontransferable rights to purchase granted to the
Company's shareholders. Each shareholder of record of the Company on September
30, 1998 has been granted the nontransferable right to purchase one share of
the Company's Common Stock for each two shares held by the shareholder on
September 30, 1998 at the purchase price of $2.00 per share cash. If any
shareholder does not properly and timely exercise his right to purchase the
Company's Common Stock on or before December 14, 1998, said shareholder's
right to purchase shall expire on December 15, 1998 and the shares of Common
Stock authorized to be purchased by the shareholder will not be offered to
the public or to any other person. See Shareholder's Right To Purchase on
page 7 of this Prospectus.
___________________
The Common Stock offered hereby is speculative and involves various degrees of
risk and other considerations which an investor should consider. See Risk
Factors and Other Investment Considerations commencing on page 4 of this
Prospectus.
None of the Common Stock offered hereby will be offered through underwriters
and all such Common Stock is being offered solely by the Company. Expenses of
this offering, which are not expected to exceed $2,000, will be paid by the
Company. No commissions commissions will be paid in connection with this
offering.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
___________________________________________________________________________
Underwriting
Price to Discounts and Proceeds to
Shareholders Commissions Company(1)
Total.................$1,078,358 $0.00 $1,078,358
____________________________________________________________________________
(1) Before deducting estimated aggregate expenses for the offering of $2,000
payable by the Company.
The date of this Prospectus is November 25, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D. C. 20549. Copies of such material can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N. W., Washington, D. C. 20549 at prescribed rates.
This Prospectus constitutes part of a registration statement on Form S-2
(the "Registration Statement") filed by the Company with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus omits certain of the information contained in the Registration
Statement and the exhibits thereto, in accordance with the rules and
regulations of the Commission. For further information concerning the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits filed therewith, which may be
inspected without charge at the office of the Commission at 450 Fifth Street,
N. W., Washington, D. C. 20549 and copies of which may be obtained from the
Commission at prescribed rates.
The Commission maintains a WEB site that contains reports, proxy and
information statements and other information regarding the Company which the
Company files electronically with the Commission. The address of the
Commission's WEB site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated by reference into this Prospectus: (1) the
Company's Annual Report on Form 10-KSB for the Year Ended December 31, 1997;
(2) the Company's Annual Report to shareholders for the year ended December
31, 1997; (3) the Company's Quarterly Report on Form 10-QSB for the Quarter
ended March 31, 1998; (4) the Company's Quarterly Report on Form 10-QSB
for the Quarter ended June 30, 1998; and (5) the Company's Quarterly Report
on Form 10-QSB for the Quarter ended September 30, 1998.
A copy of the Company's Annual Report on Form 10-KSB for the Year Ended
December 31, 1997, a copy of the Company's Annual Report to shareholders for
the year ended December 31, 1997 and a copy of the Company's Quarterly Report
on Form 10-QSB for the Quarter ended September 30, 1998 accompany this
Prospectus.
The Company will provide, without charge, to each beneficial owner, upon the
written request of such beneficial owner, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such
documents. Requests should be directed to: Secretary, M Corp, 110 Second
Street South, P. O. Box 2249, Great Falls, Montana 59403 (406-727-2600).
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements and the notes thereto
appearing elsewhere or included with this Prospectus. Except as otherwise
noted herein, M Corp, a Montana corporation, and its wholly and
majority-owned subsidiaries are collectively referred to herein as the
"Company".
Shareholders and investors, should carefully consider the information set
forth under the heading "Risk Factors and Other Investment Considerations"
beginning on page 4 of this Prospectus.
The Company is a Montana corporation primarily involved through subsidiaries
in the title insurance and title insurance agency businesses and in the
ownership and rental of properties. Substantially all of the Company's
operations are conducted within the State of Montana.
The Company has granted to each shareholder of record on September 30, 1998,
the nontransferable right to purchase one share of the Company's One Dollar
($1.00) Par Value Common Stock for each two shares held by the shareholder
on September 30, 1998 at the cash purchase price of Two Dollars ($2.00) per
share cash. A maximum of 539,179 shares could be issued by the Company
pursuant to this offering.
The net proceeds from the sale of the Common Stock will be used to fund the
Company's operations.
The Company's Common Stock is not traded on any securities exchange. To the
Company's knowledge, neither bid nor asked quotations for the Company's
Common Stock have appeared in any established quotation system during the
past several years, nor are such quotations reported in any newspapers, nor
are records kept of any quotations by the National Quotation Bureau, Inc. No
public market exists for the Company's Common Stock and the Company believes
that the issuance of shares offered hereby will not, in and of itself, result
in a public market for the Company's Common Stock.
Selected Financial Information
(Thousands of Dollars-Except Per Share Amounts)
Nine Months
Year Ended December 31, Ended September 30,
1997 1996 1995 1994 1993 1998 1997
Earnings Statement
Total Net Revenues $9,085 $3,275 $2,870 $4,283 $3,560 $3,771 $8,203
Net Earnings 4,073 838 799 1,446 1,023 1,281 3,656
Dividends Per Share .25 .10 .10 .00 .00 .00 .00
Balance Sheet (at end of period)
Total Assets 26,821 24,085 20,121 19,043 13,180 25,672 24,703
Total Current
Assets 17,261 12,364 11,079 10,459 7,853 18,430 16,616
Stockholders'
Equity 20,802 17,289 14,786 13,483 9,951 20,937 18,694
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The principal executive offices of the Company and the Company's telephone
number are:
M Corp
110 Second Street South
P. O. Box 2249
Great Falls, MT. 59403
(406) 727-2600
RISK FACTORS AND OTHER INVESTMENT CONSIDERATIONS
The securities offered hereby involve various degrees of risk and other
investment considerations. In analyzing this offering, all shareholders and
prospective investors should carefully consider, among other factors, the
following risk factors and other investment considerations.
The Company's Common Stock is not traded on any securities exchange. To the
Company's knowledge, neither bid nor asked quotations for the Company's Common
Stock have appeared in any established quotation system during the past
several years, nor are such quotations reported in any newspapers, nor
are records kept of any quotations by the National Quotation Bureau, Inc. No
public market exists for the Company's Common Stock and the Company believes
that the issuance of shares offered hereby will not, in and of itself, result
in a public market for the Company's Common Stock. Therefore, investors may
experience difficulty in disposing of shares of the Company's Common Stock.
The Company depends in part upon cash dividends from its subsidiaries for the
funding of its cash requirements. Dividends paid by First Montana Title
Insurance Company (FMTIC), the Company's lower tier subsidiary, are restricted
by statutes of the State of Montana. FMTIC is required to obtain regulatory
approval before making any dividend distributions. Substantially all of the
Company's consolidated retained earnings at December 31, 1997 were subject to
such restrictions. At December 31, 1997, on an unconsolidated basis, M Corp
had an accumulated deficit of $13,211,731.
A limited amount of dividends have been declared and paid by the Company in
the past and there are no assurances as to what the Company's Board of
Directors may do pertaining to the declaration of dividends in the future.
Even if all or none of the shares are purchased by existing shareholders
pursuant to the right to purchase pursuant to this offering, the current
controlling shareholder of the Company will continue to be in control of the
Company. The controlling shareholder group of the Company has advised the
Company that it will fully exercise the Right To Purchase.
Shareholders who do not fully exercise their Right to Purchase will, upon
completion of the offering, own a smaller proportional interest in the
Company than if they fully exercise their Right to Purchase. In addition, an
immediate dilution of the net book value per share will be experienced
by all shareholders as a result of the offering because the purchase price
of $2.00 per share is less than the book value per share of the Company's
common stock. If the rights to purchase had been fully exercised by all
shareholders as of December 31, 1997, then the per share net book value of
the Company's common stock as of December 31, 1997 would have decreased
from $19.29 to $13.53.
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Although the Company does not currently intend to issue any options or
warrants, there are no assurances that options or warrants will not be
issued in the future. If options or warrants are issued in the future,
a possible dilution in the interest of shareholders in the Company could
result.
Shareholders should be aware and take into consideration that the
controlling shareholder group of the Company owns 90.2 percent of the
Company's outstanding Common Stock and because less than 10 percent of
the Company's outstanding Common Stock is held by shareholders unaffiliated
with the controlling shareholder group, the Company will likely go private
in the future. The Company's Board of Directors has not approved or
considered at a Board of Directors meeting going private as of the date
of this Prospectus. Shareholders should also be aware that Montana
Business Corporation Law provides for appraisal rights for
shareholders to obtain fair value for their shares in the event of a
reorganization or similar transaction whereby the Company would become
a private company.
There is intense competition in the title insurance and title insurance
agency businesses, which are businesses engaged in by FMTIC, and there can be
no assurances that the Company will be profitable in those lines of
businesses in the future.
Changes in the manner in which local government officials maintain records
could have an adverse impact on the value of the Company's assets, including
but not limited to, its title plants, and such changes could significantly
increase competition and adversely affect the Company's earnings.
Changes in federal and/or state laws and/or regulations, such as allowing
banking entities to operate in the title insurance business, could
significantly increase competition and adversely affect the Company's
earnings.
There is a great degree of risk inherent in the title insurance and title
insurance agency businesses and claims made upon the Company could have a
material adverse effect on the Company in the future.
There are no assurances that any or all of the shares offered hereby will
be sold. The controlling shareholder group of the Company has advised the
Company that it will fully exercise the Right To Purchase.
The Company's operations are located primarily within the State of Montana
and any factors which adversely affect the economy within the State of
Montana will adversely affect the Company's businesses and operations.
FMTIC has been notified of a possible claim by the United States Department
of Justice regarding the alleged real estate settlement procedures of an
unrelated party alleged to be FMTIC's agent. FMTIC believes the possible
claim is without merit and that applicable statutes of limitations may bar
such claim. In the event litigation is filed, FMTIC would defend its
position.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock offered
hereby are estimated to be approximately $1,076,000 after deducting estimated
offering expenses and assuming all shareholders elect to exercise their right
to purchase. The Company plans to use the net proceeds to fund the
Company's operations. The Company may make temporary investments in interest
bearing deposits, including certificates of deposit, money market accounts,
comparable short-term investments or government obligations.
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AUTHORITY, DETERMINATION OF OFFERING PRICE AND OTHER MATTERS
The authority to grant to each shareholder of record of the Company the
Right to Purchase one additional share of the Company's $1.00 par value
common stock for each two shares of the Company's $1.00 par value
common stock held by the shareholder of record at the purchase price of
Two Dollars ($2.00) per share cash was approved by a majority of shareholders
unaffiliated with the Company's controlling shareholder group and voting on
the matter at the Company's annual meeting of shareholders held on
December 9, 1997. As a consequence, shareholders other than the controlling
shareholder group of the Company approved and authorized the rights to
purchase referred to herein.
Pursuant to the authority granted to it by a majority vote of shareholders,
the Board of Directors of the Company has granted to each shareholder of
record on September 30, 1998, the Right to Purchase one share of the
Company's $1.00 Par Value common stock for each two shares of the Company's
$1.00 Par Value common stock held of record by the shareholder on September
30, 1998 at the purchase price of $2.00 per share cash. No rights to purchase
the Company's common stock have been granted to any other persons and no
shares of the Company's common stock will be offered, sold or issued to any
person other than the Company's shareholders of record as of September 30,
1998. The Company's Common Stock is not traded on any securities exchange.
To the Company's knowledge, neither bid nor asked quotations for the
Company's Common Stock have appeared in any established quotation system
during the past several years, nor are such quotations reported in any
newspapers, nor are records kept of any quotations by the National Quotation
Bureau, Inc. No public market exists for the Company's Common Stock and the
Company believes that the issuance of shares offered hereby will not, in and
of itself, result in a public market for the Company's Common Stock.
DILUTION
Other than options granted and exercised, the Company has not sold or
otherwise issued any shares of its Common Stock to any officer, director,
promoter or any other person during the past five years. The Company issued
options for the purchase of 211,000 shares of the Company's Common Stock
at the exercise price of $5.00 per share which options have been exercised.
Although the Company does not currently intend to issue any additional
options or warrants, there are no assurances that additional options or
warrants will not be issued in the future. If additional options or warrants
are issued in the future, a possible further dilution in the interest of
shareholders in the Company could result.
The right to purchase the Company's Common Stock has been granted only to
shareholders of record of the Company as of September 30, 1998, and no
additional or any other rights to purchase have been granted to any other
person.
As of September 30, 1998, the net tangible book value of the Company on a
consolidated basis was $20,937,201 or $19.42 per share. Net tangible book
value per share represents total tangible assets, less total liabilities,
divided by the number of sharesof Common Stock outstanding. After the pro
forma adjustments to give effect to the receipt by the Company of the
estimated proceeds from the sale of 539,179 shares of Common Stock
offered hereby and after deducting the estimated offering expenses, the
pro forma as adjusted net tangible book value of the Company as of September
30, 1998 would have been
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$13.61 per share. This represents an immediate decrease in net tangible book
value of $5.81 per share for all currently outstanding shares of Common
Stock of the Company and an immediate increase of $11.61 per share for
each share of Common Stock of the Company issued pursuant to this
offering.
SELLING SECURITY HOLDERS
None of the Common Stock offered hereby will be offered for the account of
any existing shareholder. All of the Common Stock offered hereby will be
issued from the Company's authorized but previously unissued Common Stock.
UNDERWRITING
None of the Common Stock offered hereby will be offered through underwriters
and all such Common Stock is being offered solely by the Company. No
commissions will be paid in connection with this offering.
SHAREHOLDER'S RIGHT TO PURCHASE
All of the 539,179 shares of Common Stock of the Company offered hereby are
being offered by the Company only to existing shareholders of record of the
Company pursuant to nontransferable rights to purchase granted to the
Company's shareholders. Each shareholder of record of the Company on
September 30, 1998 has been granted the nontransferable right to purchase
one share of the Company's Common Stock for each two shares held of record
by the shareholder on September 30, 1998 at the purchase price of $2.00 per
share cash. If any shareholder does not properly and timely exercise his
right to purchase the Company's Common Stock on or before the close of
business on December 14, 1998, said shareholder's right to purchase shall
expire on December 15, 1998 and the shares of Common Stock authorized to be
purchased by the shareholder will not be offered to the public or to any
other person.
All of the Common Stock offered hereby will be issued by the Company from
authorized but previously unissued Common Stock. There will be no brokers
fees or commissions paid by the Company. The Company will pay expenses
pertaining to this offering which expenses are not expected to exceed $2,000.
Each of the Company's shareholders of record as of September 30, 1998 is
provided contemporaneously herewith, with a form of Exercise Of Right To
Purchase with which to notify the Company of the shareholder's election to
exercise his or her Right To Purchase. The signed Exercise Of Right To
Purchase form must be accompanied with the shareholder's check, bank
draft or money order in the correct amount and both must be received by the
Company on or before 5:00 P. M. Great Falls, Montana time on Monday, December
14, 1998. A shareholder may exercise all or a portion of his or her Right
To Purchase, subject to a minimum of ten dollars ($10.00) per order or the
shareholder's maximum allowed purchase, whichever is less. The Company will
not accept currency in payment of the shareholder's order nor will the
Company accept any orders for more shares than the shareholder's Right To
Purchase of one share for each existing two shares owned of record as of
September 30, 1998. Where two or more persons are reflected on the Company's
records as the shareholders of record, the Right To Purchase may be
exercised by one of such persons, however, all shares of Common Stock issued
by the Company pursuant to this offering will be issued in the names of the
shareholders of record as reflected on the Company's records. After receipt
by the Company of a properly executed form of Exercise of Right
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To Purchase and payment for the shares purchased thereby, the Exercise Of
Right To Purchase may not be withdrawn, modified or canceled without the
consent of the Company.
DESCRIPTION OF SECURITIES TO BE OFFERED AND OTHER MATTERS TO CONSIDER
The Company is authorized to issue 5,000,000 shares of $1.00 par value
Common Stock. As of September 30, 1998, there were 3,262,004 shares issued
of which 1,078,358 shares are outstanding and the remainder of which are held
by the Company as treasury shares. The Company has no other securities
issued or outstanding.
Each share of Common Stock is entitled to one vote on each matter submitted
to the shareholders with cumulative voting rights in the election of
directors. The shares of Common Stock are fully paid and non-assessable and
do not have preemptive rights. In the event of liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities. The Company
does not have any plans to liquidate the Company or to sell a material
amount of assets of the Company or to make any changes in management of the
Company or in the Board of Directors. Shareholders should be aware that the
controlling shareholder group of the Company owns 90.2 percent of the
Company's outstanding Common Stock and because less than 10 percent of the
Company's outstanding Common Stock is held by shareholders unaffiliated
with the controlling shareholder group, the Company may go private in the
future. The Montana Business Corporation Act provides for appraisal rights
for shareholders to obtain fair value for their shares in the event of a
reorganization or similar transaction whereby the Company would become a
private company. The holders of Common Stock are entitled to receive
ratably such dividends, if any, as may be declared from time to
time by the Board of Directors out of funds legally available therefor.
A limited amount of dividends have been declared and paid by the Company
in the past and there is no assurance as what the Board of Directors may
do pertaining to the declaration of dividends in the future.
The Company's Common Stock is not traded on any securities exchange. To the
Company's knowledge, neither bid nor asked quotations for the Company's
Common Stock have appeared in any established quotation system during
the past several years, nor are such quotations reported in any newspapers,
nor are records kept of any quotations by the National Quotation Bureau,
Inc. No public market exists for the Company's Common Stock and the Company
believes that the issuance of shares offered hereby will not, in and of
itself, result in a public market for the Company's Common Stock. Therefore,
investors may experience difficulty in finding a buyer for the Company's
Common Stock.
The Company depends in part upon cash dividends from its subsidiaries for
the funding of its cash requirements. Dividends paid by First Montana Title
Insurance Company (FMTIC), the Company's lower tier subsidiary, are
restricted by statutes of the State of Montana. FMTIC is required to
obtain regulatory approval before making any dividend distributions.
Substantially all of the Company's consolidated retained earnings at
December 31, 1997 were subject to such restrictions. At December 31, 1997,
on an unconsolidated basis, M Corp had an accumulated deficit of $13,211,731.
A limited amount of dividends have been declared and paid by the Company in
the past and there are no assurances as what the Board of Directors of the
Company may do pertaining to the declaration of dividends in the future.
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FINANCIAL AND OTHER INFORMATION
Included with this Prospectus are a copy of the Company's Annual Report on
Form 10-KSB for the Year Ended December 31, 1997, a copy of the Company's
Annual Report to Shareholders for the year ended December 31, 1997 and
a copy of the Company's Quarterly Report on Form 10-QSB for the Quarter
Ended September 30, 1998.
Following are condensed, unaudited and unconsolidated financial statements
of M Corp, the parent company alone. The condensed, unaudited and
unconsolidated financial statements of M Corp should be read in conjunction
with the audited consolidated financial statements and notes thereto
contained in the Company's Annual Report to shareholders for the year ended
December 31, 1997 which are included with this Prospectus.
Condensed Balance Sheet-September 30, 1998 and December 31, 1997
1998 1997
Assets
Cash $ 6,128 $ 36,446
Investments in Subsidiaries, at Cost 3,822,787 3,814,917
Other 102,291 134,757
Total Assets $ 3,931,206 $ 3,986,120
Liabilities and Stockholders' Equity
Accounts Payable and Accrued Liabilities $ 423,553 $ 523,629
Accunulated Deficit (13,166,569) (13,211,731)
Other Equity 16,674,222 16,674,222
Total Liabilities and Stockholders' Equity $ 3,931,206 $ 3,986,120
Condensed Statements of Earnings-
Nine Months Ended September 30, 1998 and Year Ended December 31, 1997
Charges to Subsidiaries $ 99,000 $ 132,000
Other Income 97 5,759
Expenses (22,935) (18,809)
Income Before Income Taxes 76,162 118,950
Income Taxes 31,000 44,500
Net Income $ 45,162 $ 74,450
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Condensed Statements of Cash Flows-
Nine Months Ended September 30, 1998 and Year Ended December 31, 1997
Cash Flows From Operating Activities
Net Income $ 45,162 $ 74,450
Adjustments to Reconcile Net Income to Cash
Provided by Operations- 58,144 17,426
Income Taxes Paid in Cash (25,000) (41,650)
Net Cash Provided by Operating Activities 78,306 50,226
Cash Flows From Investing Activities
Cash Purchase of Equipment (632) -
Cash Purchases of Subsidiaries (7,870) (1,692,026)
Net Cash (Used) by Investing Activities (8,502) (1,692,026)
Cash Flows From Financing Activities
Distributions to Shareholders (270,152) (11,277)
Net Advances From Affiliates 170,030 491,050
Issuance of Common Stock - 1,055,000
Net Cash Provided (Used) by Financing Activities (100,122) 1,534,773
Net (Decrease) in Cash (30,318) (107,027)
Cash-Beginning of Period 36,446 143,473
Cash-End of Period $ 6,128 $ 36,446
INDEMNIFICATION OF DIRECTORS
The Company's Restated Articles Of Incorporation contains the following
Article VII: "No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this provision shall
not eliminate or limit the liability of a Director to the extent provided
by applicable law (a) for a breach of the Director's duty of loyalty to the
Corporation or its shareholders, (b) for acts or omissions that constitute
willful misconduct, recklessness, or a knowing violation of law, (c) under
35-1-409 of the Montana Code Annotated, (d) for a transaction from which the
Director derives an improper personal benefit, or (e) for any act or
omission occurring prior to the effective date of this Article VII. No
amendment or repeal of this Article VII shall apply to or have any effect
on the liability or alleged liability of any Director of the Corporation for
or with respect to any any acts or omissions of such Director occurring
prior to such amendment or repeal."
Insofar as indemnification for liabilities under the Securities Act may be
permitted directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company understands that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities Act and therefore is unenforceable.
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PROSPECTUS
M CORP
539,179 SHARES
COMMON STOCK
____________________
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in
this Prospectus in connection with the offering covered by this Prospectus,
If given or made, any such information or representations must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy,
any securities offered thereby in any jurisdiction to any person to whom it
is unlawful to make such an offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of the Company or that information contained herein is
correct as of any time subsequent to the date hereof.
____________________
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Information by Reference 2
Prospectus Summary 3
Risk Factors and Other Investment Considerations 4
Use of Proceeds 5
Determination of Offering Price
and Other Matters 6
Dilution 6
Selling Security Holders 7
Underwriting 7
Shareholder's Right To Purchase 7
and Other Matters To Consider 8
Financial and Other Information 9
Indemnification of Directors 10
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M Corp
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Great Falls, State of Montana on November 19,
1998.
M Corp
(Registrant)
s./ S. M. McCann
S. M. McCann
Its President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in capacities and on the
dates indicated.
Date: November 19, 1998 s./ S. M. McCann
S. M. McCann,
Principal Executive and Financial Officer,
Director
Date: Nivember 19, 1998 s./ Jerry K. Mohland
Jerry K. Mohland,
Principal accountant
Date: November 19, 1998 s./ R. Bruce Robson
R. Bruce Robson,
Director
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M Corp
Form S-2
Exhibit 99
Form of Exercise Of Right To Purchase
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EXERCISE OF RIGHT TO PURCHASE
(To be executed by the registered owner to purchase Common Stock of M Corp)
Expiration Date: December 14, 1998 at 5:00 P. M. Great Falls, MT Time
Minimum Order: $10.00 or $2.00 per share for each share owned of record on
September 30, 1998, whichever is less.
M Corp
110 Second Street South
P. O. Box 2249
Great Falls, MT 59403
Pursuant to that certain Prospectus dated November 25, 1998, the undersigned
shareholder of record of M Corp hereby irrevocably elects to purchase _______
__ shares of Common Stock of M Corp and encloses payment therefor at the rate
of $2.00 per share in the total amount of $________, in the form of a check,
money order or bank draft. The undersigned further requests that a
certificate for the shares of Common Stock hereby purchased be issued in the
names of the shareholders of record as reflected on the records of M Corp and
mailed to the address shown below.
It is understood that this Exercise Of Right To Purchase will be accepted in
accordance with, and subject to, the terms and conditions described in that
certain Prospectus dated November 25, 1998, receipt of which is hereby
acknowledged at least 48 hours prior to the return of this Exercise Of Right
To Purchase to M Corp.
To be effective this Exercise Of Right To Purchase along with payment for all
shares purchased must actually be received by M Corp no later than 5:00 P. M.
Great Falls, Montana time on December 14, 1998, otherwise this Exercise Of
Right To Purchase and all rights to purchase will expire and be of no further
force or effect.
The undersigned agrees that after receipt of this Exercise Of Right To
Purchase by M Corp, this Exercise Of Right To Purchase may not be withdrawn,
modified or canceled without the consent of M Corp.
______________________________________
(Name of Shareholder of Record)
______________________________________
(Address)
______________________________________
(Address)
______________________________________
(Social Security or Tax I. D. Number)
______________________________________
(Telephone Number)
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