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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___ )*
Community First Bankshares, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
203902 10 1
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(CUSIP Number)
Patrick Delaney
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3211
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 18, 1996
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(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. / /
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 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 4 Pages
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CUSIP No. 203902 10 1 13D Page 2 of 4 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Dennis M. Mathisen
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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*
00(exchange of stock in a merger)
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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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Number of Shares (7) Sole Voting
Beneficially Owned Power 1,629,705
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
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(9) Sole Dispositive
Power 1,629,705
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(10) Shared Dispositive
Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,629,705
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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)
9.50%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of Community First Bankshares, Inc. (the "Company"). The
address of the Company is 520 Main Avenue, Fargo, North Dakota 58124-0001.
Item 2. IDENTITY AND BACKGROUND
(a) Dennis M. Mathisen ("Mr. Mathisen").
(b) 8433 E. Carefree Drive, P.O. Box 5511, Carefree, AZ 85377.
(c) Mr. Mathisen's principal occupation is President of Marshall
Financial Group, a financial services company, 8433 E. Carefree Drive, P.O. Box
5511, Carefree, AZ 85377.
(d) Mr. Mathisen has not been convicted in a criminal proceeding in
the last five years.
(e) Mr. Mathisen has not been a party to a civil proceeding involving
violations of securities laws in the last five years.
(f) Mr. Mathisen is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Mathisen acquired beneficial ownership of 1,629,705 shares of
Common Stock of the Company in exchange for 1,278,200 shares of Common Stock
held by Mr. Mathisen in Mountain Parks Financial Corp. pursuant to a merger of
Mountain Parks Financial Corp. with and into the Company on December 18, 1996.
Item 4. PURPOSE OF TRANSACTION
Mr. Mathisen has acquired the securities described in Item 3 above for
investment purposes. Mr. Mathisen is a member of the Company's board of
directors.
Mr. Mathisen may, from time to time, (1) acquire additional shares of
Common Stock (subject to availability at prices deemed favorable to Mr.
Mathisen) in the open market, in privately negotiated transactions, or
otherwise, or (2) attempt to dispose of shares of Common Stock in the open
market, in privately negotiated transactions or otherwise.
Page 3 of 4 Pages
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Except as set forth above, Mr. Mathisen has no present plans or
intentions that would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of December 18, 1996, Mr. Mathisen beneficially owned
1,629,705 shares of the Common Stock of the Company, which represented 9.50% of
the outstanding Common Stock on such date.
(b) The responses of the Seller to Items (7) through (11) of the
portions of the cover page of this Schedule which relate to beneficial ownership
of shares of Common Stock are incorporated herein by reference.
(c) Other than the transactions described in Item 3 above, the
Seller has not effected any transactions in the Common Stock during the past
sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
between the Purchaser and any person with respect to any securities of the
Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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.
Date: March 28, 1997 /s/ Dennis M. Mathisen
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Dennis M. Mathisen
Page 4 of 4 Pages
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