<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Murdock Communications Corporation
----------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
-----------------------------------------------
(Title of Class of Securities)
62647W108
--------------
(CUSIP Number)
Thomas J. Berthel Copy to: Michael K. Denney
100 Second Street S.E. Bradley & Riley, P.C.
Cedar Rapids, Iowa 52407-4250 100 1st St. S.W.
(319) 365-2506 Cedar Rapids, IA 52404
(319) 363-0101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-------------------------------------------------
June 5, 1997
---------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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 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).
CUSIP No. 62647W108
(Continued on following pages)
Exhibit Index Appears on Page 12. Page 1 of 19 Pages
<PAGE> 2
CUSIP No 62647W108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
BERTHEL FISHER & COMPANY LEASING, INC. 42-1312639
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X
---
(b)
---
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
______
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
IOWA
- --------------------------------------------------------------------------------
(7) Sole Voting Power
NONE
------------------------------------------------------------
Number of (8) Shared Voting Power
Shares 296,907
Beneficially
Owned by Each ------------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person with NONE
------------------------------------------------------------
(10) Shared Dispositive Power
296,907
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 296,907
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
______
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 6.4%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 2 of 19 pages
<PAGE> 3
CUSIP No 62647W108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC. 42-1029773
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X
---
(b)
---
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
______
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
IOWA
- --------------------------------------------------------------------------------
(7) Sole Voting Power
NONE
------------------------------------------------------------
Number of (8) Shared Voting Power
Shares 8,458
Beneficially
Owned by Each ------------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With NONE
------------------------------------------------------------
(10) Shared Dispositive Power
8,458
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,458
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
______
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) .2%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 3 of 19 Pages
<PAGE> 4
CUSIP No 62647W108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
BERTHEL FISHER & COMPANY INVESTMENTS, INC. 42-1443035
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X
---
(b)
---
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
_____
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
IOWA
- --------------------------------------------------------------------------------
(7) Sole Voting Power
NONE
------------------------------------------------------------
Number of (8) Shared Voting Power
Shares 144,185
Beneficially
Owned by Each ------------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With NONE
------------------------------------------------------------
(10) Shared Dispositive Power
144,185
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 144,185
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
______
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 3.1%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 4 of 19 Pages
<PAGE> 5
CUSIP No 62647W108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
T. J. BERTHEL INVESTMENT, L. P. 42-1423238
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X
---
(b)
---
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
______
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
IOWA
- --------------------------------------------------------------------------------
(7) Sole Voting Power
NONE
------------------------------------------------------------
Number of (8) Shared Voting Power
Shares 238,572
Beneficially
Owned by Each ------------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With NONE
------------------------------------------------------------
(10) Shared Dispositive Power
238,572
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 238,572
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
______
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 5.2%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
PN
- --------------------------------------------------------------------------------
Page 5 of 19 Pages
<PAGE> 6
CUSIP No 62647W108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
T.J. BERTHEL ENTERPRISES, INC. 42-1337914
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X
---
(b)
---
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
______
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
IOWA
- --------------------------------------------------------------------------------
(7) Sole Voting Power
NONE
------------------------------------------------------------
Number of (8) Shared Voting Power
Shares 238,572
Beneficially
Owned by Each ------------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person with
NONE
------------------------------------------------------------
(10) Shared Dispositive Power
238,572
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 238,572
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
______
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 5.2%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 6 of 19 Pages
<PAGE> 7
CUSIP No 62647W108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
BERTHEL FISHER & COMPANY 42-1254805
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X
---
(b)
---
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
BK, OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
______
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
IOWA
- --------------------------------------------------------------------------------
(7) Sole Voting Power
238,571
------------------------------------------------------------
Number of (8) Shared Voting Power
Shares 688,122
Beneficially
Owned by Each ------------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 238,571
------------------------------------------------------------
(10) Shared Dispositive Power
688,122
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 926,693
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
______
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 20.1%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 7 of 19 Pages
<PAGE> 8
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended by adding the following information:
The principal place of business and principal office of Berthel Fisher &
Company Leasing, Inc. ("Leasing" has changed to 100 Second Street, SE, Cedar
Rapids, Iowa, 52401.
Lynn Whiteman has resigned as Vice President Operations
of Leasing.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by adding the following information:
On June 5, 1997, the Issuer agreed to issue two hundred fifteen
thousand six hundred twenty-five (215,625) shares of Common Stock (the "Leasing
New Shares") to Berthel Fisher & Company Leasing, Inc. ("Leasing") in exchange
for Leasing surrendering the Issuer's Note and Security Agreement dated January
31, 1997, in the original principal amount of Seven Hundred Fifty Thousand
Dollars ($750,000.00) plus accrued interest and prepayment penalty in the total
amount of Eight Hundred Sixty-two Thousand Five Hundred Dollars ($862,500.00).
The Issuer has agreed to register the Leasing New Shares. Pursuant to an
agreement between the Issuer and Leasing, the Issuer is obligated to issue up
to an additional one hundred twenty-nine thousand three hundred seventy-five
(129,375) shares of Common Stock if the lowest average bid price of the
Issuer's Common Stock is less than Four Dollars ($4.00) for any consecutive
thirty (30) day period during the period ending ninety (90) days after the date
that the Leasing New Shares are registered and freely tradeable.
On June 5, 1997, the Issuer agreed to issue one hundred twenty-five
thousand (125,000) shares of Common Stock (the "Investment L.P. New Shares") to
T.J. Berthel Investment, L.P. ("Investment L.P.") in exchange for Investment
L.P. surrendering the Issuer's note dated December 31, 1996, in the principal
amount of Five Hundred Thousand Dollars ($500,000.00). Such Note was purchased
by Investment L.P. from Intellicall, Inc. as described on the Schedule 13D
dated January 16, 1997. The Issuer has agreed to register the Investment L.P.
New Shares. Pursuant to an agreement between the Issuer and Investment L.P.,
the Issuer is obligated to issue to Investment L.P. up to an additional
twenty-eight thousand eight hundred forty-six (28,846) shares of Common Stock
if the lowest average bid price of the Issuer's Common Stock is less than Four
Dollars ($4.00) for any consecutive thirty (30) day period during the period
ending ninety (90) days after the date that the Investment L.P. New Shares are
registered and freely tradeable.
On June 5, 1997, the Issuer agreed to issue one hundred twenty-five
thousand (125,000) shares of Common Stock (the "BFC New Shares") to Berthel
Fisher & Company ("BFC") in exchange for BFC surrendering the Issuer's note
dated December 31, 1996, in the principal amount of Five Hundred Thousand
Dollars ($500,000.00). Such Note was purchased by BFC from Intellicall, Inc.
as described on the Schedule 13D dated January 16, 1997. The Issuer has agreed
to register the BFC New Shares. Pursuant to an agreement between the Issuer
and BFC, the Issuer is obligated to issue to BFC up to an additional
twenty-eight thousand eight hundred forty-six (28,846) shares of Common Stock
if the lowest average bid price of the Issuer's Common Stock is less than Four
Dollars ($4.00) for any consecutive thirty (30) day period during the period
ending ninety (90) days after the date that the BFC New Shares are registered
and freely tradeable.
Page 8 of 19 Pages
<PAGE> 9
Investments
Since the filing of the Schedule 13D dated January 16, 1997, Berthel Fisher
& Company Investments, Inc. ("Investments") has purchased twenty-one thousand
(21,000) shares of the Common Stock of the Issuer. As of June 5, 1997,
Investments owned one hundred forty-four thousand one hundred eighty-five
(144,185) shares of the Common Stock of the Issuer. The new shares were
acquired at a cost of Eighty-four Thousand Dollars ($84,000.00), excluding
brokerage commissions, using funds borrowed from BFC, Investments' parent
company. BFC loaned the funds to Investments from working capital pursuant to
a typical inter-company transaction. The loan is repayable on demand and bears
interest at the rate of 12% per annum.
Financial Services
Since the filing of the Schedule 13D dated January 16, 1997, Berthel
Fisher & Company Financial Services, Inc. ("Financial Services") has sold
twenty-four thousand (24,000) shares of the Common Stock of the Issuer. As of
June 5, 1997, Berthel Fisher & Company Financial Services, Inc. ("Financial
Services") owned Eight Thousand Four Hundred Fifty-eight (8,458) shares of the
Common Stock of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by adding the following information:
Leasing
On June 5, 1997, the Issuer and Leasing entered into an agreement (the
"Agreement") pursuant to which the Issuer will issue forthwith to Leasing two
hundred fifteen thousand six hundred twenty-five (215,625) shares of the Common
Stock of the Issuer in exchange for Leasing surrendering the Issuer's Note and
Security Agreement dated January 31, 1997, in the original principal amount of
Seven Hundred Fifty Thousand Dollars ($750,000.00) plus accrued interest and
prepayment penalty in the total amount of Eight Hundred Sixty-two Thousand Five
Hundred Dollars ($862,500.00). As of June 5, 1997, Leasing owned two hundred
ninety-six thousand nine hundred seven (296,907) shares of the Common Stock of
the Issuer, including the shares of Common Stock of the Issuer acquired since
the filing of the Schedule 13D dated January 16, 1997, to be issued pursuant to
the Agreement. The price at which the Issuer agree to issue the shares is Four
Dollars ($4.00) per share, provided, the Issuer is obligated to issue up to an
additional one hundred twenty-nine thousand three hundred seventy-five
(129,375) shares of Common Stock if the lowest average bid price of the
Issuer's Common Stock is less than Four Dollars ($4.00) for any consecutive
thirty (30) day period during the period ending ninety (90) days after the date
that such shares are registered and freely tradeable. The shares now owned by
Leasing, including the shares to be issued pursuant to the Agreement,
constitute approximately 6.4% of the total number of shares of the Common Stock
of the Issuer outstanding as of February 28, 1997 plus the shares issued as
described in this Schedule. Because BFC is a controlling person of Leasing, BFC
and Leasing have the shared power to vote or to direct the vote and the shared
power to dispose or to direct the disposition of all of the shares owned by
Leasing.
Investment, L. P.; Enterprises
On June 5, 1997, the Issuer and Investment, L.P. entered into an agreement
("the Agreement") pursuant to which the Issuer will issue forthwith to
Investment, L.P. one hundred twenty-five thousand (125,000) shares of the
Common Stock of the Issuer in
Page 9 of 19 Pages
<PAGE> 10
exchange for Investment, L.P. surrendering the Issuer's note dated December 31,
1996, in the principal amount of Five Hundred Thousand Dollars ($500,000.00).
Such Note was purchased by Investment L.P. from Intellicall, Inc. as described
on the Schedule 13D dated January 16, 1997. As of June 5, 1997, Investment,
L.P. owned two hundred thirty-eight thousand five hundred seventy-two (238,572)
shares of the Common Stock of the Issuer, including the shares of Common Stock
of the Issuer acquired since the filing of the Schedule 13D dated January 16,
1997, to be issued pursuant to the Agreement. The price at which the Issuer
agree to issue the shares is Four Dollars ($4.00) per share, provided, the
Issuer is obligated to issue to Investment L.P. up to an additional
twenty-eight thousand eight hundred forty-six (28,846) shares of Common Stock
if the lowest average bid price of the Issuer's Common Stock is less than Four
Dollars ($4.00) for any consecutive thirty (30) day period during the period
ending ninety (90) days after the date that such shares are registered and
freely tradeable.
The shares now owned by Investment L. P., including the shares to be
issued pursuant to the Agreement, constitute approximately 5.2% of the total
number of shares of the Common Stock of the Issuer outstanding as of February
28, 1997 plus the shares issued as described in this Schedule. Investment L.
P. acts through its sole general partner, T. J. Berthel Enterprises, Inc.
("Enterprises"). Because BFC owns one-half of the common stock of Enterprises,
BFC may be a controlling person of Enterprises, and is treated as having shared
power with Enterprises and Investment L.P. to vote or to direct the vote and to
dispose or to direct the disposition of all of the shares owned by Investment
L. P.
Financial Services
At the time of the filing of the Schedule 13D dated January 16, 1997,
Berthel Fisher & Company Financial Services, Inc. ( Financial Services ) owned
thirty-two thousand four hundred fifty-eight (32,458) shares of the Common
Stock of the Issuer. Since then, Financial Services has sold twenty-four
thousand (24,000) shares, and as of June 5, 1997, Financial Services owned
eight thousand four hundred fifty-eight (8,458) shares of the Common Stock of
the Issuer. Shares sold by Financial Services since January 16, 1997, were sold
on the dates, in the amounts and at the prices per share (excluding brokerage
commissions) indicated below. All such transactions were effected in brokerage
transactions on the NASDAQ National Market System.
<TABLE>
<CAPTION>
Date Number of Shares Price per Share
---- ---------------- ---------------
<S> <C> <C>
4-29-97 3,000 $4.50
5-14-97 21,000 $4.00
</TABLE>
Investments, Inc.
Since the time of the filing of the Schedule 13D dated January 16,
1997, Berthel Fisher & Company Investments, Inc. ("Investments, Inc.") has
purchased twenty-one thousand (21,000) shares, and as of June 5, 1997,
Investments, Inc. owned one hundred forty-four thousand one hundred eighty-five
(144,185) shares of the Common Stock of the Issuer. Shares purchased by
Investments, Inc. since January 16, 1997, were purchased on the dates, in the
amounts and at the prices per share (excluding brokerage commissions) indicated
below. All such transactions were effected in brokerage transactions on the
NASDAQ National Market System.
<TABLE>
<CAPTION>
Date Number of Shares Price per Share
---- ---------------- ---------------
<S> <C> <C>
5-14-97 21,000 $4.00
</TABLE>
Page 10 of 19 Pages
<PAGE> 11
The shares owned by Investments, Inc. constitute approximately 3.1% of the
total number of shares of the Common Stock of the Issuer outstanding as of
February 28, 1997 plus the shares issued as described in this Schedule.
BFC
On June 5, 1997, the Issuer and BFC entered into an agreement (the
Agreement ) pursuant to which the Issuer will issue forthwith to BFC one
hundred twenty-five thousand (125,000) shares of the Common Stock of the Issuer
in exchange for BFC surrendering the Issuer's note dated December 31, 1996, in
the principal amount of Five Hundred Thousand Dollars ($500,000.00). Such
Note was purchased by BFC from Intellicall, Inc. as described on the Schedule
13D dated January 16, 1997. As of June 5, 1997, BFC owned two hundred thirty-
eight thousand five hundred seventy-one (238,571) shares of the Common Stock of
the Issuer, including the shares of Common Stock of the Issuer acquired since
the filing of the Schedule 13D dated January 16, 1997, to be issued pursuant to
the Agreement. The price at which the Issuer agreed to issue the shares is
Four Dollars ($4.00) per share, provided, the Issuer is obligated to issue up
to an additional twenty-eight thousand eight hundred forty-six (28,846) shares
of Common Stock if the lowest average bid price of the Issuer's Common Stock is
less than Four Dollars ($4.00) for any consecutive thirty (30) day period
during the period ending ninety (90) days after the date that such shares are
registered and freely tradeable. The shares now owned by BFC, including the
shares to be issued pursuant to the Agreement, constitute approximately 5.2% of
the total number of shares of the Common Stock of the Issuer outstanding as of
February 28, 1997 plus the shares as issued described in this Schedule. BFC
has the sole power to vote or to direct the vote and the sole power to dispose
or to direct the disposition of all of the shares owned by BFC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended by adding the following information:
The Issuer has agreed with Leasing, Investment L.P. and BFC that it
will issue additional shares of Common Stock to each of them if the lowest
average bid price (the Average Price ) of the Issuer's Common Stock is less
than Four Dollars ($4.00) for any consecutive thirty (30) day period during the
period ending ninety (90) days after the date that the shares issued to
Leasing, Investment L.P. and BFC as described herein are registered and freely
tradeable. The maximum number of additional shares that will be issued
pursuant to such agreement is one hundred eighty-seven thousand sixty-seven
(187,067) (one hundred twenty-nine thousand three hundred seventy-five
(129,375) to Leasing, twenty-eight thousand eight hundred forty-six (28,846) to
Investment L.P. and twenty-eight thousand eight hundred forty-six (28,846) to
BFC). The maximum number of shares will be issued to Leasing if the Average
Price is Two and 50/100 Dollars ($2.50) or less. The maximum number of shares
will be issued to Investment L.P. if the Average Price is Three and 25/100
Dollars ($3.25) or less. The maximum number of shares will be issued to BFC if
the Average Price is Three and 25/100 Dollars ($3.25) or less.
Page 11 of 19 Pages
<PAGE> 12
<TABLE>
<CAPTION>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Beginning
at
Page:
---------
<S> <C>
A Joint Filing Agreement, dated June 5, 1997,
between the Reporting Persons relating to the
filing of a joint statement on Schedule 13D. 14
B Agreement among the Issuer, Leasing, Investment, L.P.
and BFC as to the issuance of additional shares 15
</TABLE>
Page 12 of 19 Pages
<PAGE> 13
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: June 5, 1997 T. J. BERTHEL INVESTMENT, L. P.
By: T. J. BERTHEL ENTERPRISES, INC.
General Partner
By:
---------------------------------
THOMAS J. BERTHEL, President
BERTHEL FISHER & COMPANY FINANCIAL
SERVICES, INC.
By:
---------------------------------
THOMAS J. BERTHEL, Chief Executive
Officer
BERTHEL FISHER & COMPANY LEASING, INC.
By:
---------------------------------
THOMAS J. BERTHEL, President
BERTHEL FISHER & COMPANY
INVESTMENTS, INC.
By:
---------------------------------
THOMAS J. BERTHEL, Chief Executive
Officer
BERTHEL FISHER & COMPANY
By:
---------------------------------
THOMAS J. BERTHEL, President
---------------------------------
THOMAS J. BERTHEL
T. J. BERTHEL ENTERPRISES, INC.
By:
---------------------------------
THOMAS J. BERTHEL, President
------------------------------------
DEANNA BERTHEL
------------------------------------
DEANNA BERTHEL, as Custodian for
Paige Berthel
------------------------------------
DEANNA BERTHEL, as Custodian for
Brandon Berthel
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 13 of 19 Pages
<PAGE> 1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is filed on behalf of
each of us.
Dated: June 5, 1997 T. J. BERTHEL INVESTMENT, L. P.
By: T. J. BERTHEL ENTERPRISES, INC.
General Partner
By:
---------------------------------
THOMAS J. BERTHEL, President
BERTHEL FISHER & COMPANY FINANCIAL
SERVICES, INC.
By:
---------------------------------
THOMAS J. BERTHEL, Chief Executive
Officer
BERTHEL FISHER & COMPANY LEASING, INC.
By:
---------------------------------
THOMAS J. BERTHEL, President
BERTHEL FISHER & COMPANY
INVESTMENTS, INC.
By:
---------------------------------
THOMAS J. BERTHEL, Chief Executive
Officer
BERTHEL FISHER & COMPANY
By:
---------------------------------
THOMAS J. BERTHEL, President
---------------------------------
THOMAS J. BERTHEL
T. J. BERTHEL ENTERPRISES, INC.
By:
---------------------------------
THOMAS J. BERTHEL, President
------------------------------------
DEANNA BERTHEL
------------------------------------
DEANNA BERTHEL, as Custodian for
Paige Berthel
------------------------------------
DEANNA BERTHEL, as Custodian for
Brandon Berthel
Page 14 of 19 Pages
<PAGE> 1
EXHIBIT B
NOTE EXCHANGE AGREEMENT
THIS AGREEMENT, dated as of June 5, 1997, is by and among MURDOCK
COMMUNICATIONS CORPORATION, an Iowa corporation (the "Company"), BERTHEL FISHER
& COMPANY LEASING, INC. ("BFCL"), BERTHEL FISHER & COMPANY ("BFC") and T. J.
BERTHEL INVESTMENTS, L.P. ("TJB") (BFCL, BFC and TJB are collectively referred
to as the "Investors").
RECITALS
A. BFCL is the holder of a $750,000 term note issued by the Company
dated January 31, 1997, and each of BFC and TJB is the holder of a $500,000
promissory note issued by the Company dated December 31, 1996 (together, the
"Notes").
B. The Company desires to purchase, and BFCL, BFC and TJB desire to
sell the Notes in exchange for shares of the Company's common stock (the
"Shares").
AGREEMENTS
In consideration of the recitals and the mutual agreements set forth
below, the parties agree:
I. Purchase of Notes.
(a) Purchase of Notes. The Company agrees to purchase from BFCL, BFC
and TJB, and each such Investor agrees to sell to the Company, the Notes in
exchange for, in the aggregate, 465,625 Shares.
(b) Issuance of Stock; Surrender of Notes. Upon receipt of the Notes,
marked "paid in full," the Company agrees to issue the Shares to the Investors,
allocated as set forth on Exhibit A.
(c) Adjustment Shares. If the "Adjustment Price" (as defined below)
is less than $4.00, additional Shares (the "Adjustment Shares") will be issued
to the Investors within ten business days after the end of the 90-day period
beginning on the effective date of the Company's registration statement
covering the Shares (the "Effective Date"). "Adjustment Price" means the lowest
average closing bid price of the Shares during any period of 30 consecutive
days during the period beginning on the date of this Agreement and ending 90
days after the Effective Date. If the Adjustment Price is $4.00 or greater, no
Adjustment Shares will be issued. The maximum number of Adjustment Shares that
may be issued is 187,067 Shares.
(i) Adjustment Shares Issued to BFCL. The Adjustment Shares to be
issued BFCL shall be the lesser of (1) 129,375 or (2) (862,500/Adjustment
Price) less 215,625.
(ii) Adjustment Shares Issued to BFC. The Adjustment Shares to be
issued BFC shall be the lesser of (1) 28,846 or (2) (500,000/Adjustment Price)
less 125,000.
Page 15 of 19 Pages
<PAGE> 2
(iii) Adjustment Shares Issued to TJB. The Adjustment Shares to be
issued TJB shall be the lesser of (1) 28,846 or (2) (500,000/Adjustment Price)
less 125,000.
II. Representations and Warranties of the Company. In order to induce
the Investors to enter into and perform their obligations under this Agreement,
the Company makes the following representations and warranties:
(a) Existence and Rights. The Company is a corporation duly organized
and validly existing under the laws of the State of Iowa. The Company has the
corporate power and authority to enter into and perform this Agreement. The
execution and performance of this Agreement by the Company have been duly
authorized.
(b) The Shares. The Shares issuable to the Investors under this
Agreement have been duly authorized and, when issued in accordance with the
terms of this Agreement, will be duly and validly issued, fully paid and
nonassessable.
III. Representations and Warranties of the Investors. In order to induce
the Company to enter into and perform its obligations under this Agreement,
each Investor severally and individually makes the following representations
and warranties:
(a) Existence and Rights. Such Investor is a limited partnership or
corporation, as applicable, duly organized and validly existing under the laws
of its jurisdiction or organization. Such Investor has the requisite power and
authority to enter into and perform this Agreement. The execution and
performance of this Agreement by such Investor have been duly authorized.
(b) Ownership. The Note to be sold to the Company by such Investor
is owned beneficially and of record by the Investor and will transferred to the
Company by the Investor free and clear of any lien, charge, encumbrances,
security interest, pledge or other restriction.
(c) Accredited Investor. Except for TJB, the Investor is an
"accredited investor" as such term is defined in Rule 501(a) promulgated
under the Securities Act of 1933, as amended (the "Securities Act"). Each
Investor is an entity which has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of an
investment in the Company and able to bear the substantial economic risks of
such an investment. The Investor has relied on consultations with the
Investor's legal, financial and tax advisors with respect to this Agreement, and
its investment in the Company, and has reviewed the information set forth in the
Company's prospectus dated October 21, 1996 and all reports filed by the Company
under the Securities Exchange Act of 1934 with the Securities and Exchange
Commission (the "SEC"), receipt of which are hereby acknowledged. The Investor
has not relied upon any statements or representations of the Company with
respect to its investment in the Company, except as specifically set forth in
this Agreement. The Shares will not be sold or transferred by the Investor in
violation of the Securities Act or any state or other jurisdiction's securities
laws. The Investor is aware that the Shares have not been registered under the
Securities Act or any state or other jurisdiction's securities laws, that they
must be held indefinitely unless subsequently registered or an exemption from
such registration is available. The Investor is aware that any exemption from
the registration requirements of the Securities Act pursuant to Rule 144
promulgated thereunder is not presently available. The Investor confirms that
the Company has made available to the Investor the opportunity to ask questions
of its officers and to acquire such additional information about the business
and financial condition of the Company as the
Page 16 of 19 Pages
<PAGE> 3
Investor has requested, which additional information, if so requested,
has been satisfactorily received.
IV. Registration.
(a) Shelf Registration. The Company will file a shelf registration
statement with the SEC covering the resale by the Investors of up to 652,692
Shares no later than July 10, 1997. The Company will use its best efforts to
cause such shelf registration statement to be effective no later than November
1, 1997. In connection with such registration, the Investors undertake to
provide all such information and materials and to take all such actions as may
be required in order to permit the Company to comply with all applicable
requirements of the SEC and to obtain acceleration of the effective date of the
registration statement. Sections 4(b) through 4(d) will apply only if the
Company fails to register the Shares (on or prior to November 1, 1997) pursuant
to this section 4(a) and the Investors still hold any Shares.
(b) Piggyback Rights. Whenever the Company proposes or is requested
or receives a demand to register the sale of any Shares under the Securities
Act and the registration form to be used may be used for the registration of the
sale of the Shares, the Company shall give prompt written notice to the Investor
of its intention to effect such a registration (a "Notification"), and, subject
to section 4(c) below, will include in such registration all Shares with respect
to which the Company has received a written request (a "Piggyback Request") for
inclusion therein within fifteen days after the receipt by any Investor of the
Notification (a "Piggyback Registration"). No Piggyback Request shall be made
for fewer than 25,000 Shares. No Piggyback Request may be made later than two
years from the date hereof and if not so made, the Investors shall have no right
to a Piggyback Registration.
(c) Priorities. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, and the managing underwriter
advises the Company in writing that in its opinion the number of Shares
requested to be included in such registration exceeds the number which can be
sold in such offering without a material adverse effect on the offering, the
Company shall include in such registration (i) first, the Shares the Company
proposes to sell on its own behalf (ii) second, the Shares of stock to be sold
by other shareholders who have registration rights pursuant to agreements
executed prior to the date hereof, pro rata among such other shareholders (if
all of such shares may not be held) on the basis of the number of Shares owned
by such other shareholders, (iii) third, the Shares to be sold by the Investor,
and (iv) fourth, any other Shares requested to be included in such
registration. If a Piggyback Registration is an underwritten secondary
registration on behalf of shareholders other than the Company, and the managing
underwriter advises the Company in writing that in its opinion the number of
Shares requested to be included in such registration exceeds the number which
can be sold in such offering without a material adverse effect on the offering,
the Company shall include in such registration (i) first, the Shares requested
to be included therein by the holders requesting such registration, (ii)
second, the Shares of other stockholders who have registration rights pursuant
to agreements executed prior to the date hereof, pro rata among such other
shareholders (if all of such Shares may not be sold) on the basis of the number
of shares owned by such other shareholders, (iii) third, the Shares to be sold
by the Investors, and (iv) fourth, the other Shares requested to be included in
such registration.
(d) Undertakings. Any Piggyback Request shall express the Investors'
present intent to offer the Shares to be included in the registration statement
for distribution and contain an undertaking to provide all such information and
materials and to take all such actions as may be required in order to permit the
Company to comply with all applicable
Page 17 of 19 Pages
<PAGE> 4
requirements of the SEC and to obtain acceleration of the effective
date of the registration statement.
(e) Compliance. As long as any Investor owns Shares issued under
this Agreement, the Company agrees to file all reports required to be filed by
it under the Securities Exchange Act of 1934 and to use its best efforts to
comply with the public information provisions of Rule 144 promulgated thereun-
der. In addition, the Company will register the Shares issued under this
Agreement or NASDAQ upon the Effective Date.
V. Investors' Options. If the registration statement described in
section 4(a) is not declared effective by the SEC on or prior to November 1,
1997, each Investor shall have the option, exercisable prior to December 1,
1997, to put the Shares held by it back to the Company in exchange for a
promissory note identical in all material respects to such Investor's Note
described in Recital A of this Agreement.
VI. Costs and Expenses. Subject to this section 6, below, the entire
cost and expense of the registration pursuant to section 4 shall be borne by
the Company. The costs and expenses of such registration shall include,
without limitation, the fees and expenses of the Company's counsel and its
independent accountants and all other out-of-pocket costs and expenses of the
Company incident to the preparation and filing under the Securities Act of the
registration statement and all amendments and supplements thereto and the
prospectus contained therein; provided, however, that under no circumstances
shall the Company be liable or responsible for printing expenses, expenses of
distributing prospectuses and related documents, the fees and expenses of
counsel and accountants of the Investors or underwriting discounts and
commissions payable in connection with any sale of the Shares.
VII. Miscellaneous. Any change or amendment to this Agreement must be
in writing and signed by the party or parties against whom such change,
amendment or waiver is sought to be enforced. This Agreement contains the
entire agreement among the parties hereto, with respect to the transactions
contemplated herein. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
MURDOCK COMMUNICATIONS CORPORATION
By /s/ David Schultz
----------------------------------------
Its Chief Financial Officer
----------------------------------------
BERTHEL FISHER & COMPANY LEASING, INC.
By /s/ Thomas J. Berthel
----------------------------------------
Its President
----------------------------------------
BERTHEL FISHER & COMPANY
By /s/ Thomas J. Berthel
----------------------------------------
Its President
----------------------------------------
T. J. BERTHEL INVESTMENTS, L.P.
By /s/ Thomas J. Berthel
----------------------------------------
Its President of General Partner
----------------------------------------
Page 18 of 19 Pages
<PAGE> 5
EXHIBIT A
Investor Allocation
Berthel Fisher & Company
Leasing, Inc. 215,626 Shares
T. J. Berthel Investments, L.P. 125,000 Shares
Berthel Fisher & Company 125,000 Shares
Page 19 of 19 Pages
