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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Reuter Manufacturing, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
393070107
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(CUSIP Number)
Edward E. Strickland
520 Warbass Way
Friday Harbor, Washington 98250
(360) 378-7228
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 1997
(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: [ ]
Check the following box if a fee is being paid with this statement: [ ]
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP No. 393070107
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1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Edward E. Strickland
###-##-####
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2) Check the Appropriate Box if a Member (a) [ ]
of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds
PF, OO (See item 4 for explanation)
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(D) or 2(E) [ ]
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6) Citizenship or Place of Organization
United States
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7) Sole Voting Power
316,386
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Number of Shares 8) Shared Voting Power
Beneficially Owned
Person With --
by Each Reporting
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9) Sole Dispositive Power
316,386
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10) Shared Dispositive Power
--
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
316,386
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13) Percent of Class Represented by Amount in Row (11)
6.6%
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14) Type of Reporting Person
IN
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Page 2 of 6 Pages
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Statement on Schedule 13D (the "Statement") relates
to the Common Stock, $0.1875 par value (the "Common Stock"), of Reuter
Manufacturing, Inc., a Minnesota corporation (the "Company"). The principal
executive offices of the Company are located at 410 Eleventh Avenue South,
Hopkins, Minnesota 55343. The Statement discloses the acquisition of an
additional 54,136 shares of Common Stock of the Company by Mr. Strickland as
described in Item 4.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Edward E. Strickland.
(b) The residence address of Mr. Strickland is 520 Warbass Way, Friday
Harbor, Washington 98250.
(c) Mr. Strickland is Chairman of the Board of the Company and also is an
independent financial consultant.
(d) Mr. Strickland has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Strickland was not, during the last five years, a party to a 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 or state security laws or finding any violation with respect
to such laws.
(f) Mr. Strickland is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A total of 15,000 shares of Common Stock reported on this statement were
purchased with Mr. Strickland's personal funds. A total of 20,000 shares of
Common Stock reported on this statement were purchased by the Strickland Family
Limited Partnership, of which Mr. Strickland is the general partner. No funds
used to purchase any of the shares of Common Stock reported on this statement
have been borrowed. A total of 19,136 shares were acquired by Mr. Strickland as
described in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
The Company and Sanwa Business Credit Corporation ("Sanwa") entered into a
Standstill Agreement (the "Standstill Agreement") with Edward E. Strickland, the
Chairman of the Board of Directors of the Company, under which Mr. Strickland
agreed not to, directly or indirectly, acquire, dispose of any stock of the
Company, or exercise any option or other right to acquire any capital stock or
options of the Company. In connection with the Standstill Agreements, the
Company agreed to pay Mr. Strickland under a predetermined formula, based on
the increases in the market value of shares of Common Stock of the Company that
he holds and was unable to trade due to the Standstill Agreement (the
"Compensation Agreement"). The Company's obligation to compensate Mr.
Strickland under the
Page 3 of 6 Pages
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Compensation Agreement was determined upon the closing of certain transactions
with Sanwa, which resulted in among other things, termination of the Standstill
Agreement. The Company is obligated to pay to Mr. Strickland $116,874 under the
Compensation Agreement; of such amount $52,290 was paid in cash and the balance
of $64,584 was paid in with 19,136 shares of Common Stock based on the price of
the Company's Common Stock of $3.375 per share at March 31, 1997.
Mr. Strickland, individually, purchased 15,000 shares, and the Strickland
Family Limited Partnership, of which Mr. Strickland is the general partner,
purchased 20,000 shares of the Company's Common Stock pursuant to the Company's
recent private placement of an aggregate of 1,517,333 shares of Common Stock at
a per share price of $3.00 which was completed on April 18, 1997. Such shares
purchased in the private placement were acquired for investment purposes.
Other than as to matters which Mr. Strickland, as a director of the
Company, may consider and discuss with other board members from time to time,
Mr. Strickland does not have any present plans or proposals that relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company (other than the exercise of options currently held by Mr.
Strickland) or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or of any of its
subsidiaries; (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) a 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 that 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 in 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.
(a) Mr. Strickland is the beneficial owner of 316,386 shares of Common
Stock, or approximately 6.6% of the current outstanding shares of Common Stock.
An aggregate of 38,000 of such shares are subject to options that are currently
exercisable. Mr. Strickland owns options covering an additional 2,000 shares of
Common Stock that are not exercisable within the next 60 days.
(b) Mr. Strickland possesses sole voting and investment power with respect
to the shares of Common Stock reported in this statement.
(c) Except for the purchase of Common Stock by Mr. Strickland as described
in Item 4 above, Mr. Strickland has not engaged in any transactions in shares of
Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Except for the Agreement described in Item 4 above and outstanding options
to purchase Common Stock, Mr. Strickland is not a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with respect to
any securities of the Company.
Page 4 of 6 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Standstill Agreement dated December 31, 1995, by and among
Edward E. Strickland, the Company and Sanwa Business Credit
Corporation. Incorporated by reference to Exhibit 2.9 to the
Company's Report on Form 8-K, dated January 24, 1996 (File
No. 0-1561).
Page 5 of 6 Pages
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SIGNATURES
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/ Edward E. Strickland
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June 17, 1997 Edward E. Strickland
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