<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
MUSICLAND STORES CORPORATION
----------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE, $0.01 PER SHARE
----------------------------------------
(TITLE OF CLASS OF SECURITIES)
62758B109
---------
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement. / / (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 ("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).
Page 1 of 55 Pages
<PAGE>
CUSIP NO. 62758B109 13G PAGE 2 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jack W. Eugster SSN: ###-##-####
2655 Kelly Avenue
Excelsior, MN 55331
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
21,000
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
1,626,856
(8) SHARED DISPOSITIVE POWER
29,200
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,606,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 3 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith A. Benson SSN: ###-##-####
2523 Kelly Avenue
Excelsior, MN 55331
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
565,726
(8) SHARED DISPOSITIVE POWER
5,000
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 4 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gary A. Ross SSN: ###-##-####
2608 Crosby Road
Wayzata, MN 55391
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
614,626
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 5 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Larry C. Gaines SSN: ###-##-####
5935 Boulder Bridge Lane
Shorewood, MN 55331
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
226,539
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 6 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bruce B. Bausman SSN: ###-##-####
1381 County Road 2401
Silverthorn, CO 80498
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
110,492
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 7 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert A. Henderson SSN: ###-##-####
6330 Trap Lane Circle
Chanhassen, MN 55317
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
184,757
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 8 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Douglas M. Tracey SSN: ###-##-####
3575 Lanam Ridge Road
Nashville, IN 47448
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
93,395
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 9 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard C. Casari SSN: ###-##-####
1845 Holly Lane
Plymouth, MN 55447
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
86,295
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 10 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paula M. Connerney SSN: ###-##-####
1912 Cedar Lake Parkway
Minneapolis, MN 55416
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
124,295
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 11 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert A. Faulkner SSN: ###-##-####
3167 Lafayette Ridge Road
Wayzata, MN 55391
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
101,562
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 12 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James D. Nermyr SSN: ###-##-####
503 Holly Circle
Wayzata, MN 55391
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
6,000
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
129,503
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,581,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 13 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard J. Odette SSN: ###-##-####
5568 Bristol Lane
Minnetonka, MN 55343
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
71,195
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 14 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Arnold A. Bernstein SSN: ###-##-####
212 West Hopkins
Aspen, CO 81611
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
340,392
(8) SHARED DISPOSITIVE POWER
50,000
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 15 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles E. Baker SSN: ###-##-####
4827 Northrop Drive
Minneapolis, MN 55406
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
113,462
(8) SHARED DISPOSITIVE POWER
1,000
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 16 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Harvey Thomas McLain SSN: ###-##-####
4752 Thomas Avenue South
Minneapolis, MN 55410
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
1,000
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
116,129
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,576,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 17 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Wendi Marie Reinl SSN: ###-##-####
920 9th Avenue
Sacramento, CA 95822
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
6,700
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 18 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Frances A. Benson SSN: ###-##-####
3663 Park Center Blvd. #530
St. Louis Park, MN 55416
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
500
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 19 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brian K. Benson SSN: ###-##-####
1650 Dublin Boulevard #264
Colorado Springs, CO 80918
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
5,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 20 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carrie L. Benson SSN: ###-##-####
2809 Colorado Avenue South
St. Louis Park, MN 55416
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
5,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 21 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barbara K. Bausman SSN: ###-##-####
335 South Clark Drive
Los Angeles, CA 90048
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
1,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 22 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William J. Bausman SSN: ###-##-####
6553 Kingfisher Lane
Eden Prairie, MN 55346
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
1,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 23 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles E. Baker, Jr. SSN: ###-##-####
4916 Culver Road
Golden Valley, MN 55422
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
500
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 24 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Anthony Nermyr SSN: ###-##-####
8824 Stanley Trail
Eden Prairie, MN 55347
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
2,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 25 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tamara Nermyr SSN: ###-##-####
13445 60th Place North #87
Plymouth, MN 55446
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
917
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 26 OF 55 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michelle Winters SSN: ###-##-####
4704 E. Paradise Village Pkwy No. #303
Phoenix, AZ 85032
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,575,598
PERSON WITH
(7) SOLE DISPOSITIVE POWER
720
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,575,598
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 27 OF 55 PAGES
ITEM 1(A). NAME OF ISSUER
Musicland Stores Corporation
Commission File # 1-11014
I.R.S. ID # 41-1623376
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
10400 Yellow Circle Drive
Minnetonka, Minnesota 55343
ITEM 2(A). NAME OF PERSON(S) FILING
See cover pages 2 through 26
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
See cover pages 2 through 26
ITEM 2(C). CITIZENSHIP
See cover pages 2 through 26
ITEM 2(D). TITLE OF CLASS OF SECURITIES
See cover page 1
ITEM 2(E). CUSIP NUMBER
See cover page 1
The group of individuals filing this report (the "Management
Investors") are officers and former officers of the Issuer (or
members of such officers' families) (see Exhibit 1) and are
parties to the Management Shareholder Voting Agreement, dated as
of August 24, 1988. The Management Investors were parties to
said agreement and beneficially owned over 10% of the Issuer's
outstanding common stock prior to the initial public offering of
said stock which occurred on February 26, 1992. (See the
Issuer's Form S-1 Registration Statement covering Common Stock
initially filed with the Commission on July 6, 1990 - Commission
File No. 33-35774).
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-l(B), OR 13D-
2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) / /BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT
(b) / /BANK AS DEFINED IN SECTION 3(a)(6) OF THE ACT
(c) / /INSURANCE COMPANY AS DEFINED IN SECTION 3(a)(19) OF THE
ACT
(d) / /INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT
(e) / /INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE
INVESTMENT ADVISERS ACT OF 1940
(f) / /EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO
THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974 OR ENDOWMENT FUND;
SEE RULE 13d-l(b)(1)(ii)(F)
(g) / /PARENT HOLDING COMPANY, IN ACCORDANCE WITH RULE 13d-
l(b)(ii)(G) (NOTE: SEE ITEM 7)
(h) / /GROUP, IN ACCORDANCE WITH RULE 13d-l(b)(1)(ii)(H)
NOT APPLICABLE
<PAGE>
CUSIP NO. 62758B109 13G PAGE 28 OF 55 PAGES
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
See cover pages 2 through 26
(b) PERCENT OF CLASS:
See cover pages 2 through 26
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See cover pages 2 through 26
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE
DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER
OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE
FOLLOWING. / /
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
SEE EXHIBIT 1
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10. CERTIFICATION: BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY
KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED
IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE
PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE
CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN
CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH
PURPOSES OR EFFECT.
NOT APPLICABLE
<PAGE>
CUSIP NO. 62758B109 13G PAGE 29 OF 55 PAGES
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.
Dated: February 13, 1996
MANAGEMENT INVESTORS
By: \s\ Linda Alsid Ruehle
-------------------------
Name: Linda Alsid Ruehle
Title: Attorney-in-Fact
<PAGE>
CUSIP NO. 62758B109 13G PAGE 30 OF 55 PAGES
EXHIBIT 1
MANAGEMENT INVESTORS
<TABLE>
<CAPTION>
POSITIONS HELD WITH
MUSICLAND STORES CORPORATION
<S> <C>
Jack W. Eugster Chairman of the Board, President and C.E.O.
Gary A. Ross President, Suncoast Division
Keith A. Benson President, Music Stores Division
Larry C. Gaines President, Media Play Division
Bruce B. Bausman Senior Vice President of Real Estate
Robert A. Henderson Senior Vice President and General Merchandise Manager
Douglas M. Tracey Senior Vice President of Distribution
Richard C. Casari Vice President of Operations - Music Stores
Paula M. Connerney Division Senior Vice President of Stores - Music Stores
Robert A. Faulkner Vice President and Controller
James D. Nermyr Vice President and Treasurer
Richard J. Odette Vice President of Purchasing of Prerecorded Audio
FORMER OFFICERS:
Arnold A. Bernstein
Charles E. Baker
Harvey Thomas McLain
FAMILY MEMBERS:
Wendi Marie Reinl Stepdaughter of Jack W. Eugster
Frances A. Benson Mother of Keith A. Benson
Brian K. Benson Children of Keith A. Benson
Carrie L. Benson "
Barbara K. Bausman Children of Bruce B. Bausman
William J. Bausman "
Charles E. Baker, Jr. Son of Charles E. Baker
Anthony Nermyr Children of James D. Nermyr
Tamara Nermyr "
Michelle Winters "
</TABLE>
<PAGE>
CUSIP NO. 62758BLO9 13G PAGE 31 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2-11-93
--------
/s/ Jack W. Eugster
------------------------------
Jack W. Eugster
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 11th day of February, 1993
/s/ Ruth I. LeVine
- -----------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP NO. 62758BLO9 13G PAGE 32 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/15/93
--------
/s/ Gary A. Ross
------------------------------
Gary A. Ross
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 15th day of February, 1993
/s/ Karen S. Karch
- -----------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP NO. 62758BLO9 13G PAGE 33 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/11/93
--------
/s/ Keith A. Benson
------------------------------
Keith A. Benson
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 11th day of February, 1993
/s/ Karen S. Karch
- ----------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP NO. 62758BLO9 13G PAGE 34 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/13/93
--------
/s/ Larry C. Gaines
------------------------------
Larry C. Gaines
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 13th day of February, 1993
/s/ Karen S. Karch
- -----------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 35 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/10/93
--------
/s/ Bruce B. Bausman
------------------------------
Bruce B. Bausman
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 10th day of February, 1993
/s/ Karen S. Karch
- ----------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 36 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/12/93
--------
/s/ Robert A. Henderson
------------------------------
Robert A. Henderson
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 12th day of February, 1993
/s/ Karen S. Karch
- -------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 37 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/15/93
--------
/s/ Douglas M. Tracey
------------------------------
Douglas M. Tracey
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 15th day of February, 1993
/s/ Karen S. Karch
- -------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 38 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/11/93
--------
/s/ Richard C. Casari
------------------------------
Richard C. Casari
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 11th day of February, 1993
/s/ Karen S. Karch
- ----------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 39 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/14/93
--------
/s/ Paula M. Connerney
------------------------------
Paula M. Connerney
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 14th day of February, 1993
/s/ Rebecca L. Holzem
- ---------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 40 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/11/93
--------
/s/ Robert A. Faulkner
------------------------------
Robert A. Faulkner
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 11th day of February, 1993
/s/ Karen S. Karch
- ------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 41 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/13/93
--------
/s/ James D. Nermyr
------------------------------
James D. Nermyr
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 13th day of February, 1993
/s/ Barbara J. Spilane
- ----------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 42 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/11/93
--------
/s/ Richard J. Odette
------------------------------
Richard J. Odette
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 11th day of February, 1993
/s/ Karen S. Karch
- -----------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 43 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/11/93
--------
/s/ Arnold A. Bernstein
------------------------------
Arnold A. Bernstein
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 11th day of February, 1993
/s/ Ruth I. LeVine
- ---------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 44 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/10/93
--------
/s/ Charles E. Baker
------------------------------
Charles E. Baker
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 10th day of February, 1993
/s/ Karen S. Karch
- -------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 45 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/10/93
--------
/s/ Harvey T. McLain
------------------------------
Harvey T. McLain
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 10th day of February, 1993
/s/ Karen S. Karch
- --------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 46 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 3/4/93
-------
/s/ Wendi M. Heikkila
------------------------------
Wendi M. Heikkila
State of Minnesota )
) SS.
County of Hennepin )
Subscribed and Sworn to before me
this 4th day of March, 1993
/s/ Karen S. Karch
- --------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 47 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/15/93
--------
/s/ Frances A. Benson
------------------------------
Frances A. Benson
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 15th day of February, 1993
/s/ Margaret A. Bonnett
- -------------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 48 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned SEC Forms 3, 4 and 5 and any other documents required to be
filed under Section 16 of the Securities Exchange Act of 1934 and the rules
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 12/30/93
---------
/s/ Brian K. Benson
------------------------------
Brian K. Benson, ###-##-####
State of Colorado )
) ss.
County of El Paso )
Subscribed and Sworn to before me
this 30th day of December, 1993
/s/ Gary Muhlenbruch
- --------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 49 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Linda Alsid Ruehle and Karen A. Ring, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign on behalf of the
Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 5/31/94
---------
/s/ Carrie L. Benson
------------------------------
CARRIE L. BENSON, ###-##-####
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 31st day of May, 1994
/s/ Diane M. Chaikin
- ----------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 50 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/11/93
--------
/s/ Barbara K. Bausman
------------------------------
Barbara K. Bausman
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 11th day of February, 1993
/s/ Karen S. Karch
- --------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 51 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/14/1993
----------
/s/ William J. Bausman
------------------------------
William J. Bausman
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 14th day of February, 1993
/s/ Karen S. Karch
- ---------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 52 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/15/93
--------
/s/ Charles E. Baker, Jr.
------------------------------
Charles E. Baker, Jr.
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 15th day of February, 1993
/s/ Karen S. Karch
- -----------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 53 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/16/93
--------
/s/ Anthony Nermyr
------------------------------
Anthony Nermyr
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 16th day of February, 1993
/s/ Karen S. Karch
- ----------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 54 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/16/93
--------
/s/ Tamara Nermyr
------------------------------
Tamara Nermyr
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 16th day of February, 1993
/s/ Karen S. Karch
- --------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
<PAGE>
CUSIP No. 62758BlO9 13G PAGE 55 OF 55 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Keith A. Benson, Harvey Thomas McLain and Linda Alsid Ruehle,
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign on behalf of
the Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming any
of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: 2/22/93
--------
/s/ Michelle Winters
------------------------------
Michelle Winters
State of Minnesota )
) ss.
County of Hennepin )
Subscribed and Sworn to before me
this 22nd day of February, 1993
/s/ Karen S. Karch
- ------------------------
Notary Public
NOTARY SEAL:
[NOTARY SEAL]
