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)/1/
MDU RESOURCES GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $3.33 PER SHARE
(Title of Class of Securities)
0005526901
(CUSIP Number)
APRIL 27, 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 13G Page 2 of 61 Pages
- -------------------- ------------------
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 280,603
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 280,603
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,603
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 3 of 61 Pages
- -------------------- ------------------
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 63,775
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 63,775
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,775
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 4 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 75,448
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 75,448
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,448
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 5 of 61 Pages
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 69,611
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 69,611
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,611
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 6 of 61 Pages
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 14,531
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 14,531
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,531
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 13G Page 7 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 14,531
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 14,531
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,531
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 13G Page 8 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 250,374
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 250,374
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,374
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 9 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 5,275
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,275
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,275
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 13G Page 10 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 5,275
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,275
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,275
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 13G Page 11 of 61 Pages
- -------------------- -------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 5,275
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,275
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,275
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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 12 of 61 Pages
- -------------------- -------------------
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 10,261
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 10,261
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,261
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 13G Page 13 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 12,643
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 12,643
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,643
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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 14 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 10,261
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 10,261
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,261
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 13G Page 15 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 10,261
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 10,261
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,261
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 13G Page 16 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 295,708
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 295,708
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,708
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 17 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 7,696
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 7,696
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,696
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 13G Page 18 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 299,073
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 299,073
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,073
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 19 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 5,274
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,274
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,274
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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 20 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 5,274
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,274
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,274
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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 21 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 193,691
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 193,691
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,691
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 22 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 2,382
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,382
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,382
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 13G Page 23 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 2,382
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,382
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,382
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 13G Page 24 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
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 2,382
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,382
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,382
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 13G Page 25 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
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 2,382
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,382
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,382
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 13G Page 26 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 5,521
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,521
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,521
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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 27 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 5,521
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,521
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,521
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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 28 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 5,521
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,521
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,521
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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 29 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 5,521
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,521
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,521
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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 30 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 78,334
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 78,334
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,334
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 31 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 78,314
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 78,314
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,314
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 32 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 78,334
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 78,334
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,334
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 33 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 78,314
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 78,314
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,314
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 34 of 61 Pages
- -------------------- -------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Anne M. Novakovich 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 100,909
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 100,909
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,909
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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 35 of 61 Pages
- -------------------- -------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Anne M. Novakovich 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 35,915
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 35,915
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,915
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 13G Page 36 of 61 Pages
- -------------------- -------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Angela Andersen
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 2,812
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,812
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812
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 13G Page 37 of 61 Pages
- -------------------- -------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Clinton D. Andersen
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 2,812
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,812
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812
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 13G Page 38 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 53,543
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 53,543
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,543
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 39 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 4,269
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 4,269
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,269
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 13G Page 40 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 4,269
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 4,269
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,269
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 13G Page 41 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 43,313
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 13G Page 42 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 43,156
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 13G Page 43 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 22,243
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 13G Page 44 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 21,718
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 13G Page 45 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 15,287
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
0.04%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 46 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0005526901 13G Page 47 of 61 Pages
- -------------------- -------------------
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |X|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This amended Schedule 13G is being filed both to reflect the changes in
beneficial ownership shown below and to correct misspellings of the names of the
following group members: The Anne M. Novakovich Family Trust; The Anne M.
Novakovich Children's Trust; Angela Andersen and Clinton D. Andersen.
As in the initial Schedule 13G, group status is disclaimed. The filing of
this statement does not constitute an admission that the filer is, for the
purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of
1934, as amended, the beneficial owner of the securities covered by this
statement.
As reported in the initial Schedule 13G, filed March 13, 1998, the filer
and each group member acquired shares in MDU Resources Group, Inc. ("MDU")
common stock, par value $3.33 per share (each, a "Share"), pursuant to an
Agreement and Plan of Merger and related agreements, including a Stock
Disposition Agreement (the "Stock Disposition Agreement"), each of which is
dated as of March 5, 1998. The aggregate number of Shares acquired by the group
members was 3,528,701.
As contemplated by the Stock Disposition Agreement, by a Prospectus dated
April 2, 1998 (the "Base Prospectus") as supplemented by a Prospectus Supplement
dated April 21, 1998 (the "Prospectus Supplement", and, together with the Base
Prospectus, the "Prospectuses"), the group members offered 1,208,706 Shares for
sale. As further described in the Prospectuses, MDU offered 869,068 Shares for
sale and certain other MDU shareholders offered 22,226 Shares for sale. Sales of
all of the aforementioned Shares were closed on April 27, 1998.
In the Prospectus Supplement, the number of Shares outstanding at March 31,
1998 is reported to be 32,832,002. Since that date, MDU has issued, as indicated
above, 869,068 Shares, and as set forth in the Prospectuses, issued an
additional 545,545 Shares in connection with certain acquisitions. Therefore,
the total number of outstanding Shares has been calculated to be 34,246,615.
<PAGE>
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 amended 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 Novakovich Family Trust; The Anne M.
Novakovich Children's Trust; Angela Andersen; Clinton D.
Andersen; The McBride Family Limited Partnership; Debbie McCool;
Richard Lyon; Stephen Frey; Robert Reinhard; Richard Imper; Gary
Warren; K.C. Klosterman; Northwest Christian College and
Willamette 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.
<PAGE>
Item 2(d). Title of Class of Securities:
This amended 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 beneficially own is 2,329,994 shares or 6.8% 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 amended Schedule 13G is not
pursuant to Rule 13d- 1(b)(1)(J) or Rule 13d-1(d).
<PAGE>
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."
<PAGE>
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.
April 29, 1998 /s/ J. Franklin Morse
-------------------------------------
Date J. Franklin Morse
*
-------------------------------------
The Joseph D. Morse Revocable Trust,
dated January 25, 1993
*
-------------------------------------
The Forrest W. Morse Revocable Trust
dated May 21, 1993
*
-------------------------------------
The William F. Morse Revocable Trust,
dated October 5, 1993
*
-------------------------------------
Scot F. Morse
*
-------------------------------------
Kerry Lin Tong
*
-------------------------------------
Michael D. Morse
*
-------------------------------------
Derek C. Morse
*
-------------------------------------
Brock M. Morse
<PAGE>
*
--------------------------------------
Tyler A. Morse, Tari Morse Custodian
under the Oregon Uniform Transfer to
Minors Act
*
--------------------------------------
The Tyler A. Morse Trust,
dated April 24, 1997
*
--------------------------------------
The Joy L. Morse Trust,
dated December 24, 1996
*
--------------------------------------
The Brock M. Morse Trust,
dated April 24, 1997
*
--------------------------------------
The Derek C. Morse Trust,
dated April 24, 1997
*
--------------------------------------
Steven G. Morse
*
--------------------------------------
Jennifer Smith
*
--------------------------------------
Gregory F. Morse
*
--------------------------------------
The Sara L. Morse Trust,
dated October 31, 1995
*
--------------------------------------
The Bryan T. Morse Trust,
dated October 31, 1995
<PAGE>
*
--------------------------------------
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 Oregon Uniform
Transfer to Minors Act
*
--------------------------------------
The Travis Lee Morse Gift Trust,
dated May 15, 1997
*
--------------------------------------
The Justin Wade Morse Gift Trust,
dated May 15, 1997
*
--------------------------------------
The Amanda Nicole Morse Gift Trust,
dated May 15, 1997
*
--------------------------------------
The Gabriel Jerome Morse Gift Trust,
dated May 15, 1997
*
--------------------------------------
Raymond W. Morse
*
--------------------------------------
Phyllis J. Helland
<PAGE>
*
--------------------------------------
Diana M. Perdue
*
--------------------------------------
John G. Perdue
*
--------------------------------------
The Anne M. Novakovich Family Trust,
dated October 29, 1996
*
----------------------------------------
The Anne M. Novakovich Children's Trust,
dated April 8, 1997
*
---------------------------------------
Angela Andersen
*
---------------------------------------
Clinton D. Andersen
*
---------------------------------------
The McBride Family Limited Partnership
*
--------------------------------------
Debbie McCool
*
--------------------------------------
Richard Lyon
*
--------------------------------------
Stephen Frey
*
--------------------------------------
Robert Reinhard
*
--------------------------------------
Richard Imper
<PAGE>
*
--------------------------------------
Gary Warren
*
--------------------------------------
K.C. Klosterman
*
--------------------------------------
Northwest Christian College
*
--------------------------------------
Willamette Valley Rehabilitation
Center, Inc.
*BY: /s/ J. Franklin Morse
--------------------------------------
Shareholders' Representative
<PAGE>
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
<PAGE>
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.
In addition, Section 8 of the Stockholders' Agreement provides as follows:
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
