<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
The Rottlund Company, Inc.
--------------------------
(Name of Issuer)
Common Stock, $.10 Par Value
----------------------------
(Title of Class Securities)
779077106
---------
(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).
<PAGE>
SCHEDULE 13G
CUSIP No. 779077106 Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
David H. Rotter
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(See Instructions) (b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 823,983
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,172,483
REPORTING -----------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 823,983
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,172,483 shares (See Item 4 of this Schedule)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,172,483 shares (See Item 4 of this Schedule)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
(See Instructions)
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
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:
David H. 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:
2,172,483
<PAGE>
Includes 20,583 shares which may be acquired pursuant to the
exercise by Mr. Rotter of outstanding stock options, 821,500
shares held in constructive trust for the benefit of Mr. Rotter's
former spouse, and an aggregate of 527,000 shares held by Stephanie
Lee Ann Rotter and Eric David Rotter who are the children of
Mr. Rotter.
(b) Percent of Class
37.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
823,983
(ii) shared power to vote or to direct the vote
2,172,483
(iii) sole power to dispose or to direct the disposition of
823,983
(iv) shared power to dispose or to direct the disposition of
2,172,483
On October 29, 1992, David H. Rotter, who is the President, Secretary and a
Director of the Company, and his brother, Bernard J. Rotter, who is the Vice
President, Treasurer 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. 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. 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. 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 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. Similarly, 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
<PAGE>
such shares, then to David H. Rotter. David H. Rotter and Bernard J. Rotter
have agreed that they will offer their respective shares to 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.
The Divorce Decree states that Shirley A. Rotter is entitled to receive
dividends on the shares held in the Trust.
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.
<PAGE>
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/ David H. Rotter
----------------------------
David H. Rotter
