SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
MAHASKA INVESTMENT COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
559809108
(CUSIP Number)
Lee Howard as Executor of the Estate of Russell S. Howard
Mahaska Investment Company
222 First Avenue East
Oskaloosa, IA 52577
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d- 1(b)(3) or (4), check the following box ____.
<PAGE>
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 7 pages
<PAGE>
CUSIP No. 559809108 SCHEDULE 13D Page 2 of 7 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Lee Howard as Executor of the Estate of Russell S. Howard
Estate I.D. #39-6672524
2. Check the appropriate box if a member of a group
(b)
3. SEC Use Only
4. Source of Funds
N/A
5. Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
N/A
6. Citizenship or Place of Organization
U.S.A.
7. Sole Voting Power
215,933 shares
8. Shared Voting Power
N/A
Page 2 of 7 pages
<PAGE>
9. Sole Dispositive Power
215,933 shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person
215,933 shares
12. Check box if the aggregate amount in Row (11) excludes
certain shares
13. Percent of Class Represented by Amount in Row (11)
5.7%
14. Type of Reporting Person
00
Page 3 of 7 pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The securities to which this statement relates is the Common Stock, $5.00
par value, of Mahaska Investment Company (the "Company"), having its principal
executive offices at 222 First Avenue East, Oskaloosa, Iowa 52577.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Lee Howard, as Executor of the Estate of Russell
S. Howard, whose business address is 222 First Avenue East, Oskaloosa, Iowa
52577.
Lee Howard has not, during the last five (5) years, been convicted in a
criminal proceeding, (excluding traffic violations or similar misdemeanors).
During the last five years, Lee Howard has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal and state securities laws or finding any violation with
respect to such laws.
Lee Howard is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
Lee Howard was the spouse of Russell S. Howard (the co-founder of the
Company). Russell S. Howard died on December 28, 1997. Prior to his death,
Russell S. Howard annually reported his holdings of Company stock on Schedule
13G.
Russell S. Howard owned 52 percent of Howard Resources, Inc. which owned
63,574 shares of the Company at the time of his death. As the majority
shareholder in Howard Resources, Inc., Russell S. Howard and now his estate had
the ability to control the voting of the shares owned by the Company and to
control the disposition of such shares. The estate, therefore, has beneficial
ownership of such shares of the Company.
Page 4 of 7 pages
<PAGE>
Russell S. Howard had also been a participant in the 1993 and 1996 Stock
Incentive Plans maintained by the Company. The Estate of Russell S. Howard
presently has vested stock options to acquire 117,359 shares of Company stock
exercisable under such Plans.
Russell S. Howard owned 35,000 share of Company stock in his own name at
the time of his death. The estate, therefore, also has the ability to vote and
dispose of those shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Estate of Russell S. Howard acquired the shares described in Item 3 as
a result of the death of Russell S. Howard. All of the shares held by the estate
are being held for investment purposes and not for the purpose of influencing
the control of the Company. Lee Howard, Executor of the Estate of Russell S.
Howard, is not a director or officer of the Company.
The estate will probably sell some of the Company stock owned by the Estate
for the purposes of raising cash to pay taxes, diversify the holdings of the
estate and create some liquidity.
Other than as set forth herein, the Estate of Russell S. Howard currently
has no other plan or proposal which relates to or would result in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) A sale or transfer of a material amount of assets of the Company;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
Page 5 of 7 pages
<PAGE>
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of shares of Common Stock beneficially owned by the
Estate of Russell S. Howard at the date hereof is 215,933 shares or
approximately 5.7% of the 3,665,494 shares of Common Stock currently issued and
outstanding.
As executor of the Estate of Russell S. Howard, Lee Howard has sole power
to vote and to dispose of the 215,933 shares of Common Stock owned by the
estate.
The Estate of Russell S. Howard has not participated in or effected any
transactions in the Company's Common Stock in the past sixty days.
Page 6 of 7 pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
The Estate of Russell S. Howard is not a participant in any contracts,
arrangements, understandings or relationships (legal or otherwise) with respect
to any securities of the Company, including but not limited to transfer or
voting of any of the securities, finders fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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.
/s/ Lee Howard
---------------------------------------
Lee Howard, as Executor of the Estate of
Russell S. Howard
Date: January 30, 1998
Page 7 of 7 pages
