<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
-------------------------------------------------
August 3, 1998
--------------------------------
(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 8 Page 1 of 12 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 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
188,571
-----------------------------------------------------
Number of (8) Shared Voting Power
Shares 1,925,764
Beneficially -----------------------------------------------------
Owned by Each (9) Sole Dispositive Power
Reporting 188,571
Person With -----------------------------------------------------
(10) Shared Dispositive Power
1,925,764
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,114,336
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
------
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 32.3%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
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Page 2 of 12
<PAGE> 3
CUSIP No 62647W108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
BERTHEL FISHER & COMPANY LEASING, INC. 42-13312639
- --------------------------------------------------------------------------------
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 645,639
Beneficially -----------------------------------------------------
Owned by Each (9) Sole Dispositive Power
Reporting NONE
Person With -----------------------------------------------------
(10) Shared Dispositive Power
1,453,450
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,453,450
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
------
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 23.3%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
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Page 3 of 12
<PAGE> 4
CUSIP No 62647W108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
TELECOMMUNICATION INCOME FUND IX, L.P. 42-1367356
- --------------------------------------------------------------------------------
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 215,311
Beneficially -----------------------------------------------------
Owned by Each (9) Sole Dispositive Power
Reporting NONE
Person With -----------------------------------------------------
(10) Shared Dispositive Power
215,311
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 215,311
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
------
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 4.2%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
PN
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Page 4 of 12
<PAGE> 5
CUSIP No 62647W108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Thomas J. Berthel ###-##-####
- --------------------------------------------------------------------------------
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
109,103
-----------------------------------------------------
Number of (8) Shared Voting Power
Shares 109,103
Beneficially -----------------------------------------------------
Owned by Each (9) Sole Dispositive Power
Reporting 109,103
Person With -----------------------------------------------------
(10) Shared Dispositive Power 109,103
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 109,103
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
------
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 2.2%
- --------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
IN
- --------------------------------------------------------------------------------
Page 5 of 12
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ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended by adding the following information:
This statement is being filed jointly by (a) Berthel Fisher & Company
Leasing, Inc. ("Leasing"), (b) Berthel Fisher & Company Investments, Inc.
("Investments"), (c) Berthel Fisher & Company Financial Services, Inc.
("Financial Services"), (d) T.J. Berthel Investment, L.P., an Iowa limited
partnership ("Investment L.P."), (e) T.J. Berthel Enterprises, Inc.
("Enterprises"), (f) Berthel Fisher & Company ("BFC"), (g) Telecommunications
Income Fund IX, L.P. ("TIFIX"), (h) Telecommunications Income Fund X, L.P.
("TIFX") and (i) Thomas J. Berthel ("Mr. Berthel"). Leasing, Investments,
Financial Services, Investment L.P., Enterprises, BFC, TIFIX, TIFX and Mr.
Berthel are referred to herein as the "Reporting Persons."
During the past five years, none of the Reporting Persons, and, to the
best knowledge of the Reporting Persons, none of the Other Officers and
Directors, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and none of them has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Each of the Reporting Persons who is a natural person and each of the
Other Officers and Directors is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by adding the following information:
Leasing
On June 19, 1998, the Issuer issued and delivered to Leasing a
certificate for 254 shares of Series A Convertible Preferred Stock ("Preferred
Shares") convertible into 22,578 shares of common stock of the Issuer at the
conversion price of $1.125 per share. The Preferred Shares are convertible for a
period of two years beginning September 30, 1998, which is one year after the
first sale of shares of Preferred Stock (the "Original Issue Date," September
30, 1997). On the third anniversary of the Original Issue Date, the Preferred
Stock is automatically converted to Common Stock. The Preferred Shares were
issued to Leasing as consideration for converting leases and payments due
Leasing by the Issuer in the total amount of $25,400. The Preferred Shares are
included in this Schedule 13D because August 3, 1998 is sixty days from the date
that the Preferred Shares can be converted.
TIFIX
On June 19, 1998, the Issuer issued and delivered to TIFIX a
certificate for 1,916 shares of Series A Convertible Preferred Stock ("Preferred
Shares") convertible into 170,311 shares of common stock of the Issuer at the
conversion price of $1.125 per share. The Preferred Shares are convertible for a
period of two years beginning September 30, 1998,
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which is one year after the first sale of shares of Preferred Stock (the
"Original Issue Date," September 30, 1997). On the third anniversary of the
Original Issue Date, the Preferred Stock is automatically converted to Common
Stock. The Preferred Shares were issued to TIFIX as consideration for converting
leases and payments due TIFIX by the Issuer in the total amount of $191,600. The
Preferred Shares are included in this Schedule 13D because August 3, 1998 is
sixty days from the date that the Preferred Shares can be converted.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by adding the following information:
Leasing
As of June 19, 1998, the aggregate number of shares of the Issuer
beneficially owned by Leasing was 1,453,450. Leasing owns in its name 81,282
shares of common stock, warrants exercisable for 541,779 shares of common stock
and Preferred Shares convertible on September 30, 1998 into 22,578 shares of
common stock of the Issuer. Leasing shares with BFC the power to vote or to
direct the vote and the power to dispose or to direct the disposition of all of
the shares of common stock, all warrants for shares of common stock and all
Preferred Shares convertible into common stock of the Issuer owned by Leasing,
TIFIX and TIFIX. As of June 19, 1998, the 1,453,450 shares beneficially owned by
Leasing, including the shares to be issued upon exercise of warrants and the
shares to be issued upon conversion of Preferred Shares, constitute
approximately 23.3% of the total number of shares of the common stock of the
Issuer outstanding as of March 31, 1998. 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. Because BFC is a controlling person of Leasing and Leasing is
a controlling person of TIFIX and TIFX, 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 TIFIX and TIFX.
Within the last sixty days, Preferred Shares convertible into 22,578
shares of common stock of the Issuer were issued to Leasing in consideration of
Leasing converting leases and lease payments in the amount of $25,400. All of
the Preferred Shares issued to Leasing within the last sixty days are
convertible into Common Stock of the Issuer at $1.125 per share of Common Stock
beginning September 30, 1998.
TIFIX
As of June 19, 1998, the aggregate number of shares of the Issuer
beneficially owned by TIFIX was 215,311. TIFIX owns no shares of common stock.
TIFIX owns warrants exercisable for 45,000 shares of common stock and Preferred
Shares convertible into 170,311 shares of common stock of the Issuer. BFC is a
controlling person of Leasing, and Leasing is a controlling person of TIFIX.
Accordingly, TIFIX shares with Leasing and BFC the power to vote or to direct
the vote and the power to dispose or to direct the disposition of (i) the
Preferred Shares owned by TIFIX and (ii) all of the shares of common stock that
would be issued to TIFIX upon exercise of all warrants for shares of common
stock and upon conversion of all Preferred Shares into common stock of the
Issuer. Additionally, TIFIX shares with
Page 7 of 12
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Leasing and BFC the power to dispose or to direct the disposition of all of
TIFIX's warrants for shares of common stock of the Issuer and all Preferred
Shares of the Issuer. As of June 19, 1998, the 215,311 shares beneficially owned
by TIFIX, including the shares to be issued upon exercise of warrants and the
shares to be issued upon conversion of Preferred Shares, constitute
approximately 4.2% of the total number of shares of the common stock of the
Issuer outstanding as of March 31, 1998.
Within the last sixty days, Preferred Shares convertible into 170,311
shares of common stock of the Issuer were issued to TIFIX in consideration of
TIFIX converting leases and lease payments in the amount of $191,600. All of the
Preferred Shares issued to TIFIX within the last sixty days are convertible at
$1.125 per share. All of the Preferred Shares issued to TIFIX within the last
sixty days are convertible into Common Stock of the Issuer at $1.125 per share
of Common Stock beginning September 30, 1998.
Mr. Berthel
As of June 19, 1998, the aggregate number of shares of the Issuer
beneficially owned by Mr. Berthel was 109,103, including warrants for 102,716
shares of common stock. Mr. Berthel owns in his name 6,387 shares of common
stock and warrants exercisable for 109,103 shares of common of the Issuer. Mr.
Berthel has the sole power to vote or to direct the vote and the sold power to
dispose or to direct the disposition of all of the shares of common stock and
all warrants for shares of common stock owned by Mr. Berthel. As of June 19,
1998, the 109,103 shares beneficially owned by Mr. Berthel, including the shares
to be issued upon exercise of warrants, constitute approximately 2.2% of the
total number of shares of the common stock of the Issuer outstanding as of March
31, 1998. Within the last sixty days (on June 19, 1998), Mr. Berthel sold 200 of
shares of common stock of the Issuer at $3.00 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Beginning
at
Page:
-----
A Joint Filing Agreement, dated August 4, 1998,
between the Reporting Persons relating to the
filing of a joint statement on Schedule 13D. 11
Page 8 of 12
<PAGE> 9
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: August 4, 1998 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
TELECOMMUNICATIONS INCOME FUND IX, L.P.
By: BERTHEL FISHER & COMPANY LEASING, INC.
General Partner
By:
------------------------------------------
THOMAS J. BERTHEL, President
Page 9 of 12
<PAGE> 10
TELECOMMUNICATIONS INCOME FUND X, L.P.
By: BERTHEL FISHER & COMPANY LEASING, INC.
General Partner
By:
----------------------------------------
THOMAS J. BERTHEL, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 10 of 11
<PAGE> 1
EXHIBIT 99.1
EXHIBIT A
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: August 4, 1998 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
Page 11 of 12
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TELECOMMUNICATIONS INCOME FUND IX, L.P.
By: BERTHEL FISHER & COMPANY LEASING, INC.
General Partner
By:
------------------------------------------
THOMAS J. BERTHEL, President
TELECOMMUNICATIONS INCOME FUND X, L.P.
By: BERTHEL FISHER & COMPANY LEASING, INC.
General Partner
By:
------------------------------------------
THOMAS J. BERTHEL, President
Page 12 of 12
