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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HARMONY BROOK, INC.
(Name of Issuer)
COMMON
(Title of Class of Securities)
413 188 103
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(CUSIP Number)
Alan C. Eidsness
Henson & Efron, P.A.
1200 Title Insurance Bldg.
400 Second Avenue South
Minneapolis, MN 55401
Telephone: (612) 339-2500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 1997
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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 on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 413 188 103 PAGE 2 OF 5 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan C. Eidsness
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 1,988,778 (a)
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 1,988,778 (a)
10. SHARED DISPOSITIVE POWER: -0-
11. aggregate amount beneficially owned by each reporting person: 1,988,778(a)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.7%
14. TYPE OF REPORTING PERSON: IN
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CUSIP NO. 413 188 103 PAGE 3 OF 5 PAGES
NOTES
(a) The reporting person directly beneficially owns 1,988,778 shares of
the Issuer's common stock, which includes 10,000 shares of common stock issuable
pursuant to currently exercisable warrants.
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SCHEDULE 13D
CUSIP NO. 413 188 103 PAGE 4 OF 5 PAGES
ITEM 1. SECURITY AND ISSUER
Common Stock, no par value
Harmony Brook, Inc.
1030 Lone Oak Road, Suite 110
Eagan, Minnesota 55121
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Alan C. Eidsness
(b) Business Address: Suite 1200, 400 Second Avenue So., Minneapolis, MN
55401
(c) Principal occupation: Attorney
Suite 1200, 400 Second Avenue So.
Minneapolis, MN 55401
(d) None
(e) None
(f) U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the total purchase price for 1,961,578 of the shares, $80,000 was from
personal funds and the remainder was seller-financed as evidenced by a
promissory note. The remaining 17,200 shares and warrant to purchase
10,000 shares were purchased with personal funds.
ITEM 4. PURPOSE OF TRANSACTION (a) - (j)
None of items (a) - (j) applies.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The reporting person is the owner of 1,988,778 shares of the Common
Stock, (of which 10,000 shares are issuable pursuant to currently
exercisable warrants) which is 24.7% of the class.
(b) The reporting person would have sole voting and dispositive power over
all.
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SCHEDULE 13D
CUSIP NO. 413 188 103 PAGE 5 OF 5 PAGES
1,988,778 shares.
(c) None.
(d) None.
(e) None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Promissory Note
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.
January 9 , 1998 By: /s/ Alan C. Eidsness
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Alan C. Eidsness
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PROMISSORY NOTE
$975,000.00 Minneapolis, Minnesota
December 31, 1997
FOR VALUE RECEIVED, ALAN C. EIDSNESS ("Eidsness") promises to pay to the
order of DONALD R. BRATTAIN ("Brattain") the principal sum of Nine Hundred
Seventy-Five Thousand and no/100 Dollars ($975,000.00). The principal sum
shall be paid on July 31, 1998. Eidsness shall pay interest on the principal
amount from the date hereof, at the rate of six percent (6%) per annum until
the principal is paid in full. Eidsness shall have the right to prepay all
or any portion of the balance remaining at any time. Payments shall be
applied first to interest and any remainder to principal. Principal and
interest shall be payable at 601 Carlson Parkway, #1140, Minnetonka,
Minnesota, or such other address as Brattain provides to Eidsness.
If any one or more of the following specified events shall occur:
(1) Eidsness shall fail to pay any installment of principal or interest
when due;
(2) Eidsness shall be adjudicated bankrupt or insolvent by a court of
competent jurisdiction or Eidsness shall make an assignment for the
benefit of creditors;
then, the holder of this Note may immediately declare this Note to be in
default without further action by the holder and the entire unpaid principal,
together with accrued interest thereon shall be immediately due and payable.
To secure payment of this Note, and of any liability or liabilities of
Eidsness, due or to become due, Eidsness has granted Brattain an interest in
any and all interest Eidsness has in 1,961,578 shares of Harmony Brook, Inc.
common stock pursuant to a Pledge Agreement of even date herewith.
Eidsness and all endorsers, sureties, and guarantors hereof, hereby
jointly and severally waive presentment, demand for payment, notice of
dishonor, notice of protest and protest and all other notices or demands and
in the event of default agree to pay the holder of this Note the expenses
involved in the cost of collection, including reasonable attorneys' fees.
No delay or omission on the part of the holder hereof in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege
hereunder preclude the further exercise thereof or the exercise of any other
right, power or privilege.
The rights and powers granted or evidenced hereby shall extend to any
holder of the Note
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and shall be binding upon Eidsness, his successors and assigns.
By /s/ Alan C. Eidsness
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Alan C. Eidsness
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