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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
The Rottlund Company, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class Securities)
779077106
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(CUSIP Number)
*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 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 13G
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CUSIP No. 779077106 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Bernard J. Rotter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 1,597,483
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,131,583
REPORTING -------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,597,483
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8 SHARED DISPOSITIVE POWER
2,131,583 shares (See Item 4 of this Schedule)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,131,583 shares (See Item 4 of this Schedule)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES (See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.0%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1(a)
Name of Issuer:
The Rottlund Company, Inc.
ITEM 1(b)
Address of Issuer's Principal Executive Offices:
2681 Long Lake Road
Roseville, Minnesota 55113
ITEM 2(a)
Name of Person Filing:
Bernard J. Rotter
ITEM 2(b)
Address of Principal Business Office or, if none, Residence:
2681 Long Lake Road
Roseville, Minnesota 55113
ITEM 2(c)
Citizenship:
U.S.A.
ITEM 2(d)
Title of Class of Securities:
Common Stock, $.10 par value
ITEM 2(e)
CUSIP Number:
779077106
ITEM 3
Not applicable.
ITEM 4
Ownership.
(a) Amount Beneficially Owned:
2,131,583
Includes 20,583 shares which may be acquired pursuant to the
exercise by Mr. Rotter of outstanding stock options, 100 shares
held by Mr. Rotter's spouse, and an aggregate of 534,000 shares
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held by three of Mr. Rotter's children.
(b) Percent of Class
37.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,597,483
(ii) shared power to vote or to direct the vote
2,131,583
(iii) sole power to dispose or to direct the disposition of
1,597,483
(iv) shared power to dispose or to direct the disposition of
2,131,583
On October 29, 1992, Bernard J. Rotter, who is the Vice President,
Treasurer and a Director of the Company, and his brother, David H. Rotter, who
is the President, Secretary and a Director of the Company, and their respective
children and then spouses entered into a Shareholders' Agreement (the
"Shareholders' Agreement") intended by them to preserve continuity of ownership
and control of the Company. Bernard J. Rotter beneficially owns 2,131,583
shares, including 1,597,483 held directly, 100 shares held by his spouse and an
aggregate of 534,000 held by three of his children. On July 24, 1995 a divorce
decree (the "Divorce Decree") was entered in Hennepin County District Court with
respect to the divorce of David H. Rotter and his spouse, Shirley A. Rotter.
Pursuant to the Divorce Decree one half of the shares then held by David H.
Rotter and Shirley A. Rotter were ordered to be put into a constructive trust
(the "Trust") for the benefit of Shirley A. Rotter to be held until the earlier
of (i) the repayment of the Company's loan with First Bank Association, N.A.,
which loan David H. Rotter has personally guaranteed or (ii) June 1, 1999. The
loan with First Bank Association, N.A. has been paid off. The Divorce Decree
states that Shirley A. Rotter's rights pursuant to the Shareholders' Agreement
are ordered to remain in full force and effect. Pursuant to the terms of the
Shareholders' Agreement and the Divorce Decree, David H. Rotter beneficially
owns 2,172,483 shares including 823,983 shares held directly, 821,500 shares
held in the Trust and an aggregate of 527,000 shares held by two of his
children. Collectively, David H. Rotter and Bernard J. Rotter would
beneficially own 74.4% of the outstanding shares. The Shareholders' Agreement
divides the Rotter families who own shares into two groups, the "DR Group",
whose controlling shareholder is David H. Rotter and the "BR Group", whose
controlling shareholder is Bernard Rotter. The members of the groups, so long
as they own their respective shares, have agreed to (i) vote their shares in
accordance with the instructions of the controlling shareholder of their
respective group and (ii) certain restrictions upon their ability to transfer or
otherwise dispose of their shares to third parties in the event of certain
voluntary lifetime transfers, upon death and in the case of involuntary
transfers. If any member of the BR Group desires to dispose of his or her
shares without the consent of Bernard J. Rotter, such member must first offer
such shares to Bernard J. Rotter, and if he does not elect to acquire such
shares, then to David H. Rotter. Similarly, if any of the members of the DR
Group desire to dispose of their shares without the consent of David H. Rotter,
such member must first offer the shares to David H. Rotter, and if he does not
elect to acquire such shares, then to Bernard J. Rotter. David H. Rotter and
Bernard J. Rotter have agreed that they will offer their respective shares to
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the other in the event of a proposed lifetime transfer, and each has given to
the other the option to purchase his shares upon death, disability or in the
event of an involuntary transfer.
ITEM 5
Ownership of Five Percent or Less of a Class.
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 Group.
Not applicable.
ITEM 9
Notice of Dissolution of Group.
Not applicable.
ITEM 10
Certification.
Not applicable.
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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 4, 1998
By /s/ Bernard J. Rotter
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Bernard J. Rotter
