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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
Shirley A. 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 0
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 786,500 (See Item 4 of this Schedule)
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 786,500 shares (See Item 4 of this Schedule)
------ -------------------------------------------------
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
786,500 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
13.6%
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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:
3065 Centre Pointe Road
Roseville, Minnesota 55113
ITEM 2(a)
Name of Person Filing:
Shirley A. Rotter
ITEM 2(b)
Address of Principal Business Office or, if none, Residence:
10985 57th Avenue North
Plymouth, MN 55126
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:
786,500
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(b) Percent of Class
13.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
786,500
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition of
786,500
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. On April 14,
1999, 786,400 shares were transferred from the Trust to Shirley A. Rotter
(100 shares were already in the name of Shirley A. Rotter). On June 9, 1999,
786,500 shares were transferred from Shirley A. Rotter to the Shirley A.
Rotter Living Trust. Shirley A. Rotter's rights and obligations under the
Shareholders' Agreement remain in full force and effect.
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
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.
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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: August 9, 1999
By /s/ Shirley A. Rotter
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Shirley A. Rotter
