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)
R. Spencer 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 ____.
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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 9 pages
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CUSIP No. 559809108 SCHEDULE 13D Page 2 of 9 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
R. Spencer Howard
2. Check the appropriate box if a member of a group
(b)
3. SEC Use Only
4. Source of Funds
PF
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
197,056 shares
8. Shared Voting Power
N/A
Page 2 of 9 pages
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9. Sole Dispositive Power
197,056 shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person
197,056 shares
12. Check box if the aggregate amount in Row (11) excludes
certain shares
13. Percent of Class Represented by Amount in Row (11)
5.3%
14. Type of Reporting Person
IN
Page 3 of 9 pages
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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 an individual, R. Spencer Howard, whose business
address is 222 First Avenue East, Oskaloosa, Iowa 52577. Mr. Howard is a Vice
President and member of the Board of Directors of the Company. The Company
operates financial institutions in Iowa.
Mr. 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, Mr. 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.
Mr. Howard is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
R. Spencer Howard is one of three children of Russell S. Howard (the
co-founder of the Company). Russell S. Howard died on December 28, 1997. Prior
to the death of Russell S. Howard, R. Spencer Howard owned 6,645 shares of
Company stock individually, 1,273 shares in his Individual Retirement Account
and held 552 shares for the benefit of his minor children.
R. Spencer Howard also owned 16 percent of Howard Resources, Inc. which
owned 63,574 shares of the Company at the time of the death of Russell S.
Howard. As a minority shareholder in Howard Resources, Inc., both before and
after the death of Russell S. Howard,
Page 4 of 9 pages
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R. Spencer Howard had no ability to control the voting of the shares owned
by the Company or to control the disposition of such shares. Mr. Howard,
therefore, disclaims beneficial ownership of such shares of the Company.
R. Spencer Howard is also a Class B limited partner in Howard Partners
Limited (a limited partnership which owned 428,258 shares of the Company at the
time of the death of Russell S. Howard). Howard Resources, Inc. served as the
general partner in Howard Partners Limited until the death of Russell S. Howard.
Russell S. Howard was a Class A limited partner in such limited partnership. The
three children of Russell S. Howard were Class B limited partners. As Class B
limited partners, the three children of Russell S. Howard had no ability to
control the voting of the shares of the Company owned by the partnership or to
control the disposition of such shares. Upon the death of Russell S. Howard, the
Class B limited partners purchased on about January 26, 1998, the general
partnership interest owned by Howard Resources, Inc. for $200 and are required
to purchase the Class A limited partnership interest presently owned by the
estate of Russell S. Howard. The Class B limited partners after such purchase
will each be able to control the voting power and disposition of 142,753 shares
of the Common Stock of the Company owned by the limited partnership. The Class B
limited partners are obligated to pay $483,533.00 for the Class A limited
partnership interest owned by the Russell S. Howard Estate. A definite decision
has not been made regarding the source of the funds used to make such purchase.
The funds will probably come from a combination of sources, including the sale
of some of the shares of Company stock owned by the limited partnership,
personal funds of the Class B limited partners and bank or other loans.
R. Spencer Howard is also a participant in the Mahaska Investment Company
Employee Stock Ownership Plan and Trust. Mr. Howard has the right to vote the
shares of the Company stock allocated to his account by the Trustee under the
Plan. As of December 31, 1997, Mr. Howard had 20,444 shares of Company stock
allocated to his account in the Plan. Such shares may be available for
distribution to Mr. Howard upon his death, disability, retirement, or
termination of employment under the terms of the Plan. Mr. Howard also serves as
a member of the Advisory Committee for the Plan.
R. Spencer Howard has also been a participant in the 1993 and 1996 Stock
Incentive Plans maintained by the Company. Mr. Howard presently has vested stock
options to acquire 32,548 shares of Company stock exercisable under such Plans.
Page 5 of 9 pages
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ITEM 4. PURPOSE OF TRANSACTION.
R. Spencer Howard is acquiring control to vote and dispose of one third of
the shares of Howard Partners Limited (described in Item 3) as the result of the
death of his father Russell S. Howard. All of the shares of the Company which R.
Spencer Howard is acquiring or which he already owns have been acquired for
investment purposes and for the purpose of influencing the control of the
Company. The shares which Mr. Howard beneficially owns through the Employee
Stock Ownership Plan and through stock options acquired pursuant to the 1993 and
1996 Stock Incentive Plans maintained by the Company were obtained as a result
of the performance of services as an employee eligible to participate in the
employee benefit plans maintained by the Company.
On January 22, 1998, the Board of Directors of the Company approved a
proposal to amend the Articles of Incorporation of the Company to increase the
number of authorized shares of Common Stock from 4,000,000 to 20,000,000 shares,
and directed that the proposal be submitted to the shareholders at the annual
meeting to be held in April 1998. The Board's proposal to amend the Articles of
Incorporation will be included in the Proxy Statement expected to be distributed
to the shareholders in March 1998. R. Spencer Howard voted in favor of the
proposal to amend the Articles of Incorporation at the Board of Director's
meeting held on January 22, 1998, and intends to vote his shares in favor of the
proposal at the annual meeting of shareholders in April 1998.
The death of Russell S. Howard on December 28, 1997, created a vacancy in
the Board of Directors of the Company. R. Spencer Howard has discussed with
other directors the possibility of filling such vacancy upon identification of a
suitable candidate. At the present time, a possible replacement candidate has
not been identified and there are no immediate plans to fill the existing
vacancy on the Board caused by the death of Russell S. Howard.
Other than as set forth herein, R. Spencer 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;
Page 6 of 9 pages
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(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;
(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 R.
Spencer Howard at the date hereof is 197,056 shares or approximately 5.3% of the
3,665,494 shares of Common Stock currently issued and outstanding.
Mr. Howard has sole power to vote and to dispose of the 197,056 shares of
Common Stock owned directly by him, including the right to instruct the Trustee
to vote and tender
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the 13,285 shares of Common Stock allocated to his account under the
Employees' Stock Ownership Plan as of December 31, 1997.
During the past sixty days R. Spencer Howard sold 5,163 shares of the
Company at a price of $19.875 per share. The transaction took effect on December
31, 1997. The transaction was a broker's transaction made pursuant to Rule 14
under the Securities Act of 1933.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
R. Spencer 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, naming the persons with whom such
contracts, arrangements, understandings or relationships have been entered into.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
-------------- --------------
<S> <C>
10.1 Mahaska Investment Company Employees' Stock
Ownership Plan and Trust Agreement
10.2.1 1993 Stock Incentive Plan
10.2.2 1996 Stock Incentive Plan
</TABLE>
Page 8 of 9 pages
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ R. Spencer Howard
-------------------------------------------
R. Spencer Howard
Date: January 30, 1998
Page 9 of 9 pages
