SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. _____________)1
MDU RESOURCES GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $3.33 PER SHARE
(Title of Class of Securities)
0005526901
(CUSIP Number)
MARCH 5, 1998
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
- --------
1 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 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>
CUSIP No. 0005526901 Page 1 of 61 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
J. Franklin Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 380,841
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 380,841
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,841
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 2 of 61 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Joseph D. Morse Revocable Trust, dated January 25, 1993
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 88,069
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 88,069
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,069
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 3 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Forrest W. Morse Revocable Trust, dated May 21, 1993
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 104,187
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 104,187
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,187
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 4 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The William F. Morse Revocable Trust, dated October 5, 1993
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 96,127
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 96,127
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,127
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 5 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Scot F. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 22,832
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 22,832
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,832
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 6 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kerry Lin Tong
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 22,832
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 22,832
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,832
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 7 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 393,491
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 393,491
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
393,491
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 8 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Derek C. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 8,293
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,293
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,293
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 9 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Brock M. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 8,293
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,293
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,293
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 10 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Tyler A. Morse, Tari Morse Custodian under the Oregon Uniform
Transfer to Minors Act
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 8,293
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,293
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,293
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 11 of 61 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Tyler A. Morse Trust, dated April 24, 1997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 16,126
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 16,126
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,126
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 12 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Joy L. Morse Irrevocable Trust, dated December 24, 1996
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 19,867
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 19,867
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,867
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 13 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Brock M. Morse Trust, dated April 24, 1997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 16,126
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 16,126
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,126
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 14 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Derek C. Morse Trust, dated April 24, 1997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 16,126
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 16,126
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,126
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 15 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Steven G. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 464,729
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 464,729
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464,729
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 16 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jennifer L. Smith
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 12,094
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 12,094
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,094
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 17 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gregory F. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 461,757
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 461,757
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
461,757
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 18 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Sara L. Morse Trust, dated October 31, 1995
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 8,292
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,292
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,292
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 19 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Bryan T. Morse Trust, dated October 31, 1995
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 8,292
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,292
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,292
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 20 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan B. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 304,403
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 304,403
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,403
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 21 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Travis L. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 3,741
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 3,741
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,741
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 22 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gabriel J. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 3,741
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 3,741
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,741
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 23 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Justin W. Morse, Susan L. Morse Custodian under the Oregon Uniform
Transfers to Minors Act
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 3,741
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 3,741
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,741
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 24 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Amanda N. Morse, Susan L. Morse Custodian under the Oregon Uniform
Transfers to Minors Act
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 3,741
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 3,741
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,741
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 25 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Travis Lee Morse Gift Trust, dated May 15, 1997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
NUMBER OF 5. SOLE VOTING POWER 8,681
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,681
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,681
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 26 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Justin Wade Morse Gift Trust, dated May 15, 1997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
NUMBER OF 5. SOLE VOTING POWER 8,681
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,681
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,681
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 27 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Amanda Nicole Morse Gift Trust, dated May 15, 1997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
NUMBER OF 5. SOLE VOTING POWER 8,691
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,691
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,691
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 28 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Gabriel Jerome Morse Gift Trust, dated May 15, 1997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
NUMBER OF 5. SOLE VOTING POWER 8,681
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,681
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,681
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 29 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond W. Morse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 123,104
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 123,104
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,104
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 30 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Phyllis J. Helland
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 123,084
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 123,084
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,104
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 31 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Diana M. Perdue
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 123,104
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 123,104
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,104
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 32 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John G. Perdue
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 123,084
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 123,084
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,084
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 33 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Anne M. Nokavich Family Trust, dated October 29, 1996
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF 5. SOLE VOTING POWER 158,587
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 158,587
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,587
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 34 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Anne M. Nokavich Children's Trust, dated April 8, 1997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF 5. SOLE VOTING POWER 56,447
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 56,447
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,447
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 35 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Angela Anderson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 4,418
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 4,418
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,418
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 36 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Clinton D. Anderson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 4,418
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 4,418
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,418
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 37 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The McBride Family Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
NUMBER OF 5. SOLE VOTING POWER 84,149
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 84,149
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,149
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 38 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Debbie McCool
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 6,705
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 6,705
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,705
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 39 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Lyon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 6,705
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 6,705
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,705
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 40 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen Frey
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 43,313
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 43,313
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,313
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 41 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Reinhard
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 43,156
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 43,156
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,156
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 42 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Imper
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 22,243
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 22,243
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,243
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 43 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gary Warren
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 21,718
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 21,718
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,718
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 44 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
K.C. Klosterman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 15,287
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 15,287
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,287
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 45 of 61 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Northwest Christian College
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 60,150
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 60,150
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,150
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 Page 46 of 61 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Willamette Valley Rehabilitation Center, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF 5. SOLE VOTING POWER 8,270
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 8,270
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,270
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03%
12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The filer and each group member is a signatory to an Agreement and Plan of
Merger (the "Merger Agreement") dated as of March 5, 1998, by and among MDU
Resources Group, Inc., a Delaware corporation ("MDU"), CMM Acquisition, Inc., an
Oregon corporation ("CMM"), Morse Bros., Inc., an Oregon corporation ("MBI") and
the shareholders of MBI ("group members") and to related agreements (the
"Agreements") including:
(i) A Stockholders' Agreement (the "Stockholders Agreement"), dated as
of March 5, 1998, by and among MDU and each of the group members;
(ii) A Stock Disposition Agreement (the "Stock Disposition Agreement"),
dated as of March 5, 1998, by and among MDU and the group members; and
(iii) An Indemnification and Pledge Agreement (the "Indemnification
Agreement"), dated as of March 5, 1998, by and among MDU and the individual
group members,
pursuant to which MBI merged into CMM. Each group member is a former stockholder
of MBI, and has become a stockholder of MDU under the Agreements. Under the
Merger Agreement, MDU acquired all of the stock of MBI, and the group members
received an aggregate of 3,538,701 shares, par value $3.33 per share, of MDU
common stock and associated preference share purchase rights and certain other
consideration.
Under the Merger Agreement, each group member has agreed to the appointment
of J. Franklin Morse as the shareholder representative. Exhibit A contains a
complete description of the authority of Mr. Morse to represent the group
members.
Under the Stockholders' Agreement, each group member has agreed to certain
restrictions on its MDU shares acquired under the Merger Agreement. These
restrictions include a limitation on each group member's ability to transfer its
shares, permitting transfers only to charities and certain trusts and in
accordance with the Stock Disposition Agreement described below. This limitation
applies for a period of four years to approximately 2.26 million shares of MDU
stock ("Restricted Shares") and to 1.37 million shares of MDU stock
("Transferable Shares") until those shares are sold to third parties pursuant to
the Stock Disposition Agreement described below. In addition, with respect to
the Restricted Shares, for a period of five years, each group member agreed (i)
to cause all of the Restricted Shares to be present, in person or by proxy, for
quorum purposes, at all meetings of stockholders of MDU, (ii) to vote all
Restricted shares entitled to be voted by the group member in accordance with
the recommendation or recommendations of the Board of Directors of MDU on
matters submitted to MDU stockholders for action, other than the election of
directors, (iii) not to, either alone or with any other person, seek or accept a
seat on the Board of Directors of MDU, (iv) not to, directly or indirectly,
alone or with others, acquire any additional shares of MDU common stock except
through (a) the reinvestment of dividends pursuant to certain dividends
reinvestment and stock purchase plans or (b) compensation, benefits and
incentive plans of MDU, or (v) to, directly or indirectly, (a) make, or
participate in, any "solicitation" or "proxies" to vote (as such terms are
defined in the proxy rules of the SEC under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), with respect to any shares of MDU common stock,
become a "participant" in any "election contest", as defined in Rule 14a-11
under the Exchange Act, with respect to MDU, initiate, propose or solicit
stockholders of MDU or participate in any such solicitation for the approval of
any stockholder proposal not approved or recommended by the Board of Directors
of MDU; (b) form, join, or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) with respect to any shares of
MDU Common Stock; (c) solicit or encourage any person to acquire share of MDU
Common Stock; (d) make any proposal, or encourage any other person to make any
proposal or proposals with respect to a merger or business combination, sale or
transfer of assets,
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liquidation or other extraordinary corporate transaction involving MDU or any of
its subsidiaries, or any proposal with respect to any of the matters described
in Items (a) through (j) of Item 4 of the Schedule 13D under the Exchange Act;
or (e) take any other action inconsistent with the foregoing prohibitions.
Under Paragraph 2 of the Stock Disposition Agreement, the group members
agreed that on or before March 13, 1998, the group members, either individually
or through the Shareholders' Representative, would deliver written notice to MDU
("Disposition Notice") setting forth the group member's determination to seek to
dispose of all, but not less than all, of the Transferable Shares owned by the
group member. Pursuant to this paragraph, the Shareholders' Representative
advised MDU on March 12, 1998, that all of the shareholders party to the Stock
Disposition Agreement seek to dispose of all of their Transferable Shares,
constituting 1,208,706 shares of MDU stock.
Also under the Stock Disposition Agreement, MDU agreed to provide each
group member with price protection regarding the value of each group member's
MDU shares in the event of the sale of the Transferable Shares through either a
registered offering or a private placement. This price protection would take the
form of the issuance by MDU of additional shares to the group members if the
sale price per share falls below a certain level. The maximum number of shares
that would be issued to group members in the aggregate under this agreement is
300,000 shares. In the event the shares are sold in a registered offering, MDU
has agreed to file the registration statement in accordance with the Securities
Act.
Under the Indemnification and Pledge Agreement, the group members have
pledged 380,000 shares of MDU stock as security for the obligation of the group
members to indemnify MDU for damages caused by its breach of any warranty or
representation. MDU has physical possession of these shares, but the group
members are still entitled to receive cash dividends attributable to the stock
and are allowed to vote the stock, subject to the above discussed limitations.
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Item 1(a). Name of Issuer:
The name of the Issuer is MDU Resources Group, Inc. ("MDU").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of MDU are located at:
Schuchart Building
918 East Divide Avenue
Bismarck, North Dakota, 58506-5650
Item 2(a). Name of Person Filing:
This Schedule 13G is being filed by J. Franklin Morse, as group
members' representative (Shareholders' Representative). The group
members are: J. Franklin Morse; The Joseph D. Morse Revocable
Trust; The Forrest W. Morse Revocable Trust; The William F. Morse
Revocable Trust; Scot F. Morse; Kerry Lin Tong; Michael D. Morse;
Derek C. Morse; Brock M. Morse; Tyler A. Morse, Tari Morse
Custodian under the Uniform Transfer to Minors Act; The Tyler A.
Morse Trust; The Joy L. Morse Trust; The Brock M. Morse Trust;
The Derek C. Morse Trust; Steven G. Morse; Jennifer Smith;
Gregory F. Morse; The Sara L. Morse Trust; The Bryan T. Morse
Trust; Jonathan B. Morse; Travis L. Morse; Gabriel J. Morse;
Justin W. Morse, Susan L. Morse Custodian Under the Oregon
Uniform Transfer to Minors Act; Amanda N. Morse, Susan L. Morse
Custodian Under the Uniform Transfer to Minors Act; The Travis
Lee Morse Gift Trust; The Justin Wade Morse Gift Trust; The
Amanda Nicole Morse Gift Trust; The Gabriel Jerome Morse Gift
Trust; Raymond W. Morse; Phyllis J. Helland; Diana M. Perdue;
John G. Perdue; The Anne Nokavich Family Trust; The Anne M.
Nokavich Children's Trust; Angela Anderson; Clinton D. Anderson;
The McBride Family Limited Partnership; Debbie McCool; Richard
Lyon; Stephen Frey; Robert Reinhard; Richard Imper; Gary Warren;
K.C. Klosterman; Northwest Christian College and Williamette
Valley Rehabilitation Center, Inc. For more information regarding
the trusts and custodianships listed above, please see Exhibit B.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of the person
filing is:
J. Franklin Morse
Shareholders' Representative
3616 NW Eagleview Drive
Albany, OR 97321
Item 2(c). Citizenship:
The person filing is a citizen of the United States of
America.
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Item 2(d). Title of Class of Securities:
This Schedule 13G statement relates to common stock of the
issuer, par value $3.33 per share.
Item 2(e). CUSIP Number:
0005526901
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
This Statement is not filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c).
If this Statement is filed pursuant to Rule 13d-1(c), check
this box. X
Item 4. Ownership.
The aggregate number of common stock shares that the group
members own beneficially is 3,538,700 or 12.14% of MDU common
stock. Information concerning the number and percentage of shares
owned by each group member and the number of shares as to which
each group member has sole or shared voting power and sole or
shared dispositive power is set forth in the preceding cover
pages.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable, as the filing of this Schedule 13G is not
pursuant to Rule 13d-1(b)(1)(J) or Rule 13d-1(d).
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Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
"By filing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect."
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EXHIBITS
Exhibit Description Page No.
A Information with Respect to Authority of
J. Franklin Morse to Sign Statement on Behalf
of All Group Members ...........................................58
B Identification of Certain Trusts and Custodianships.............60
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SIGNATURE
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.
March 13, 1998 /s/ J. Franklin Morse
Date ---------------------------------------
J. Franklin Morse
*
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The Joseph D. Morse Revocable Trust,
dated January 25, 1993
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The Forrest W. Morse Revocable Trust
dated May 21, 1993
*
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The William F. Morse Revocable Trust,
dated October 5, 1993
*
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Scot F. Morse
*
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Kerry Lin Tong
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Michael D. Morse
*
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Derek C. Morse
*
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Brock M. Morse
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*
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Tyler A. Morse, Tari Morse Custodian
under the Oregon Uniform Transfer to
Minors Act
*
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The Tyler A. Morse Trust,
dated April 24, 1997
*
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The Joy L. Morse Trust,
dated December 24, 1996
*
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The Brock M. Morse Trust,
dated April 24, 1997
*
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The Derek C. Morse Trust,
dated April 24, 1997
*
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Steven G. Morse
*
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Jennifer Smith
*
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Gregory F. Morse
*
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The Sara L. Morse Trust,
dated October 31, 1995
*
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The Bryan T. Morse Trust,
dated October 31, 1995
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*
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Jonathan B. Morse
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Travis L. Morse
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Gabriel J. Morse
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Justin W. Morse, Susan L. Morse
Custodian under the Oregon Uniform
Transfer to Minors Act
*
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Amanda N. Morse, Susan L. Morse
Custodian under the Oregon Uniform
Transfer to Minors Act
*
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The Travis Lee Morse Gift Trust,
dated May 15, 1997
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The Justin Wade Morse Gift Trust,
dated May 15, 1997
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The Amanda Nicole Morse Gift Trust,
dated May 15, 1997
*
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The Gabriel Jerome Morse Gift Trust,
dated May 15, 1997
*
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Raymond W. Morse
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*
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Phyllis J. Helland
*
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Diana M. Perdue
*
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John G. Perdue
*
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The Anne Nokavich Family Trust,
dated October 29, 1996
*
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The Anne M. Nokavich Children's Trust
dated April 8, 1997
*
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Angela Anderson
*
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Clinton D. Anderson
*
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The McBride Family Limited Partnership
*
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Debbie McCool
*
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Richard Lyon
*
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Stephen Frey
*
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Robert Reinhard
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*
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Richard Imper
*
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Gary Warren
*
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K.C. Klosterman
*
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Northwest Christian College
*
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Williamette Valley Rehabilitation
Center, Inc.
* BY: /s/ J. Franklin Morse
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Shareholders' Representative
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Exhibit A
Information with Respect to Authority of J. Franklin Morse
to Sign Statement on Behalf of All Group Members
Section 9 of the Merger Agreement provides as follows:
9.1 Shareholders' Representative. Each of the [group members] hereby
irrevocably make, constitute and appoint J. Franklin Morse of Albany, Benton
County, Oregon as each of the [group members'] agent and representative and
attorney-in-fact (the "Shareholder's Representative") for all purposes and under
this Agreement, and hereby authorize him to act for such [group members] and in
such [group member's] name, place and stead and for such [group member's] use
and benefit, with full authority to:
9.1.1 Receive all notices or documents given or to be given to
him by MDU or [CMM] pursuant hereto or in connection herewith and to
receive and accept service of legal process in connection with any suit
or other proceeding arising under this Agreement. The Shareholders'
Representative promptly shall forward a copy of such notice or process
to each [group member];
9.1.2 Deliver at the Closing the certificates representing the
shares of MDU capital stock of each [group member] in exchange for his
portion of the Merger Consideration;
9.1.3 Sign and deliver to MDU at the Closing a receipt for
such [group member's] portion of the Merger Consideration and transmit
such Merger Consideration to each such [group member];
9.1.4 Deliver to MDU at the Closing all certificates and
documents to be delivered to MDU by the [group members] pursuant to
this Agreement, together with any other certificates and documents
executed by such [group member] and deposited with the Shareholders'
Representative for such purpose;
9.1.5 Engage such legal counsel, and such accountants and
other advisors for the [group members] and incur such other expenses on
behalf of the [group members] in connection with this Agreement and the
transactions contemplated hereby as the Shareholders' Representative
may deem appropriate; and
9.1.6 Take such action on behalf of the [group members] as the
Shareholders' Representative may deem appropriate in respect of:
(i) Waiving any inaccuracies in the representations
and warranties of MDU contained in this Agreement or any
document delivered by it pursuant hereto;
(ii) Taking such other action as he is authorized to
take under this Agreement;
(iii) Receiving all documents or certificates and
making all determinations on behalf of the [group members]
required under this Agreement; and
(iv) All such other matters as the Shareholders'
Representative may deem necessary or appropriate to consummate
this Agreement and the transactions contemplated hereby.
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In addition, Section 8 of the Stockholders' Agreement provides as
follows:
8. Shareholders' Representative. The provision of Section 9 of the
Merger Agreement concerning the authority of the Shareholders' Representative to
execute, deliver and perform this Agreement and to act on behalf of the [group
members] with respect to the rights and obligations under this Agreement are
incorporated herein by reference as if such provisions were set forth fully
herein, and MDU may conclusively rely upon the authority of the Shareholders'
Representative with respect to this Agreement in the manner and to the extent
set forth in such Section 9.
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Exhibit B
Identification of Certain Trusts and Custodianships
1. The Joseph D. Morse Revocable Trust, dated January 25, 1993: Joseph D.
Morse is the trustor, trustee, and beneficiary of this trust. This trust is
revocable at any time by the grantor, Joseph D. Morse. The situs of this trust
is in the State of Oregon.
2. The Forrest W. Morse Revocable Trust, dated May 21, 1993: Forrest W.
Morse is the trustor, trustee, and beneficiary of this trust. This trust is
revocable at any time by the grantor, William F. Morse. The situs of this trust
is in the State of Oregon.
3. The William F. Morse Revocable Trust, dated October 5, 1993: William F.
Morse is the trustor, trustee, and beneficiary of this trust. This trust is
revocable at any time by the grantor, William F. Morse. The situs of this trust
is in the State of Oregon.
4. The Anne M. Novakovich Family Trust, dated October 29, 1996: Anne M.
Novakovich, and her husband, Lester V. Novakovich, are the Trustors of this
trust. Anne M. Novakovich is the trustee of this trust. Both Anne M. Novakovich
and Lester V. Novakovich are the beneficiaries of this trust. This trust is
revocable by each of the two grantors. The situs of this trust is the State of
Washington.
5. The Sara L. Morse Trust, dated October 31, 1995: Gregory F. Morse is the
trustor of this trust. His spouse, Yvonne E. Morse is the trustee. The
beneficiary of this trust is Sara L. Morse, child of Gregory F. Morse. This
trust is an irrevocable trust. The situs of this trust is the State of Oregon.
6. The Bryan T. Morse Trust, dated October 31, 1995: Gregory F. Morse is
the trustor of this trust. His spouse, Yvonne E. Morse is the trustee. The
beneficiary of this trust is Bryan T. Morse, child of Gregory F. Morse. This
trust is an irrevocable trust. The situs of this trust is the State of Oregon.
7. The Joy L. Morse Irrevocable Trust, dated December 24, 1996: Michael D.
Morse is the trustor of this trust. Derek C. Morse, son of Michael D. Morse, is
the trustee of this trust. The beneficiary of this trust is Joy L. Morse,
daughter of Michael D. Morse. This trust is irrevocable. The situs of this trust
is in the State of Oregon.
8. The Derek C. Morse Trust, dated April 24, 1997: Michael D. Morse is the
trustor of this trust. Dennis D. Ashenfelter is the trustee of this trust. Derek
C. Morse, son of Michael D. Morse, is the beneficiary of this trust. This trust
is irrevocable. The situs of this trust is in the State of Oregon.
9. The Brock M. Morse Trust, dated April 24, 1997: Michael D. Morse is the
trustor of this trust. Dennis D. Ashenfelter is the trustee of this trust. Brock
M. Morse, son of Michael D. Morse, is the beneficiary of this trust. This trust
is irrevocable. The situs of this trust is in the State of Oregon.
10. The Tyler A. Morse Trust, dated April 24, 1997: Michael D. Morse is the
trustor of this trust. Dennis D. Ashenfelter is the trustee of this trust. Tyler
A. Morse, son of Michael D. Morse, is the beneficiary of this trust. This trust
is irrevocable. The situs of this trust is in the State of Oregon.
11. The Anne M. Novakovich Children's Trust, dated April 8, 1997: Anne M.
Novakovich is the trustor of this trust. Patrick L. Sizemore is the trustee of
this trust. The two beneficiaries of this trust are Anne M. Novakovich's two
children: Clinton D. Andersen and Angela Andersen. The situs of this trust is
the State of Washington. This trust is an irrevocable trust.
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12. The Travis Lee Morse Gift Trust, dated May 15, 1997: Jonathan B. Morse
is the trustor of this trust. Susan L. Morse, spouse of Jonathan B. Morse, is
the trustee of this trust. The beneficiary of this trust is Travis Lee Morse,
child of Jonathan B. Morse. This trust is an irrevocable trust. The situs of
this trust is the State of Idaho.
13. The Justin Wade Morse Gift Trust, dated May 15, 1997: Jonathan B. Morse
is the trustor of this trust. Susan L. Morse, spouse of Jonathan B. Morse, is
the trustee of this trust. The beneficiary of this trust is Justin Wade Morse,
child of Jonathan B. Morse. This trust is an irrevocable trust. The situs of
this trust is the State of Idaho.
14. The Amanda Nicole Morse Gift Trust, dated May 15, 1997: Jonathan B.
Morse is the trustor of this trust. Susan L. Morse, spouse of Jonathan B. Morse,
is the trustee of this trust. The beneficiary of this trust is Amanda Nicole
Morse, child of Jonathan B. Morse. This trust is an irrevocable trust. The situs
of this trust is the State of Idaho.
15. The Gabriel Jerome Morse Gift Trust, dated May 15, 1997: Jonathan B.
Morse is the trustor of this trust. Susan L. Morse, spouse of Jonathan B. Morse,
is the trustee of this trust. The beneficiary of this trust is Gabriel Jerome
Morse, child of Jonathan B. Morse. This trust is an irrevocable trust. The situs
of this trust is the State of Idaho.
16. Tari L. Morse, as Custodian for Tyler A. Morse Under the Oregon Uniform
Transfers for Minors Act: This custodianship was established October 31, 1995.
The situs of this custodianship is the State of Oregon.
17. Susan L. Morse, as Custodian for Justin W. Morse Under the Oregon
Uniform Transfers to Minors Act: This custodianship was established May 10,
1996. The situs of this custodianship is the State of Oregon. The custodian is a
resident of the State of Washington.
18. Susan L. Morse, as Custodian for Amanda N. Morse Under the Oregon
Uniform Transfers to Minors Act: This custodianship was established May 10,
1996. The situs of this custodianship is the State of Oregon. The custodian is a
resident of the State of Washington.
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