UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dakotah, Incorporated
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(Name of Issuer)
Common Stock, $.01 Par value
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(Title of Class of Securities)
234262 10 3
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(CUSIP Number)
Troy Jones, Jr.
300 North Dakota Avenue, #202
Sioux Falls, South Dakota 57102
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 1, 1998
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(Date of Event which Requires Filing of this Statement)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required 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).
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CUSIP NO. 234262 SCHEDULE 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ORION FINANCIAL CORPORATION OF SOUTH DAKOTA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
NOT APPLICABLE
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
SOUTH DAKOTA
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7 SOLE VOTING POWER
NUMBER OF 261,830
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 261,830
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,830
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.96%
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14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTION BEFORE FILLING OUT!
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PAGE 3 OF 5 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.01 par value of Dakotah,
Incorporated (the "Company") whose principal address is One North Park Lane,
Webster, South Dakota 57274.
ITEM 2. IDENTITY AND BACKGROUND.
Orion Financial Corporation of South Dakotah ("Orion")
300 North Dakota Avenue, #202
Sioux Falls, South Dakota 57102
Attention: Troy Jones Jr.
Mr. Jones is the President of Orion Financial Corporation of South
Dakota, and was Chief Executive Officer of the Company until 1997.
Orion is in the business of financial consulting and its place of
organization is South Dakota.
The undersigned has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
The undersigned has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in such person being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws of finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No funds have been paid. All ownership is through options held.
ITEM 4. PURPOSE OF THE TRANSACTION.
The undersigned was granted stock options in connection with the
undersigned's engagement to provide services to the Company, including providing
Troy Jones, Jr. as Chief Executive Officer. The undersigned has no current
agreement, arrangement or understanding with the Company or any other party with
respect to any type of transaction enumerated in Item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table sets forth the aggregate number and
percentage of outstanding shares of common stock of the
Company beneficially owned by the undersigned as of the date
of this report:
Number of Shares* Percentage of Outstanding Shares
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261,830 6.96%
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PAGE 4 OF 5 PAGES
*The above table includes options for the purchase of 261,830
shares of common stock that are exercisable during the next 60
days from the date hereof, but does not include options for
the purchase of 80,915 shares of common stock that are not
exercisable within the next 60 days from the date hereof.
(b) The undersigned holds the sole voting power and dispositive
power with respect to all the shares listed in Item 5(a)
above.
(c) The undersigned has not engaged in any transactions in the
Company's common stock during the past sixty days.
(d) No other person is known to have the right to receive, or the
power to direct the receipt of dividends from, or to the
proceeds from, the sale of such shares of common stock of the
Company held by the undersigned.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The 261,830 shares of common stock of the Company beneficially owned by
the undersigned includes (i) an option of the purchase of 100,000
shares of common stock at $3.625 per share granted to the undersigned
on January 27, 1995 which became exercisable on February 28, 1995; and
(ii) the vested portion (161,830 shares) of an option to purchase a
total of 242,745 shares, at a price of $3.875 per share granted on
January 1, 1996. The 80,915 unvested shares vest on January 1, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) January 27, 1995 Stock Option Agreement
(2) January 1, 1996 Stock Option Agreement
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PAGE 5 OF 5 PAGES
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.
Dated: March 11, 1998 ORION FINANCIAL CORPORATION
OF SOUTH DAKOTA
/s/ Troy Jones, Jr.
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Troy Jones, Jr.
