<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
----------------------------------------------------
December 31, 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 11. Page 1 of 16 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 160,579
Beneficially --------------------------------------
Owned by Each (9) Sole Dispositive Power
Reporting NONE
Person With --------------------------------------
(10) Shared Dispositive Power
160,579
- ------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 160,579
- ------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
----
- ------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) .03%
- ------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
- ------------------------------------------------------------------------------
Page 2 of 16
<PAGE> 3
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)
00
- ------------------------------------------------------------------------------
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 188,572
Beneficially ------------------------------------------------
Owned by Each (9) Sole Dispositive Power
Reporting NONE
Person With ------------------------------------------------
(10) Shared Dispositive Power
188,572
- ------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 188,572
- ------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
----
- ------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) .04%
- ------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
PN
- ------------------------------------------------------------------------------
Page 3 of 16
<PAGE> 4
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 188,572
Beneficially ----------------------------------------------
Owned by Each (9) Sole Dispositive Power
Reporting NONE
Person With ----------------------------------------------
(10) Shared Dispositive Power 188,572
- ------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 188,572
- ------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- ------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) .04%
- ------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
- ------------------------------------------------------------------------------
Page 4 of 16
<PAGE> 5
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 501,794
Beneficially ----------------------------------------------
Owned by Each (9) Sole Dispositive Power
Reporting 188,571
Person With ----------------------------------------------
(10) Shared Dispositive Power 501,794
- ------------------------------------------------------------------------------
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) 19.2%
- ------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
CO
- ------------------------------------------------------------------------------
Page 5 of 16
<PAGE> 6
CUSIP No 62647W108
- ------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Deanna Berthel 483 - 66 - 5277
- ------------------------------------------------------------------------------
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)
PF
- ------------------------------------------------------------------------------
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 NONE
Beneficially ----------------------------------------------
Owned by Each (9) Sole Dispositive Power
Reporting NONE
Person With ----------------------------------------------
(10) Shared Dispositive Power
NONE
- ------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person NONE
- ------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
----
- ------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 0%
- ------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions)
IN
- ------------------------------------------------------------------------------
Page 6 of 16
<PAGE> 7
ITEM 2. IDENTITY AND BACKGROUND.
- -------------------------------
Item 2 is amended by adding the following information:
Steve J. Hogan has resigned as a Director of Leasing.
Greg Pugh has resigned as the Executive Vice President and as a Director
of Leasing.
Nancy L. Lowenberg has been elected a Director of Leasing and BFC.
Ronald C. Price, whose business address and principal place of business
is 100 Second Street S. E., Cedar Rapids, IA 52401, is an Executive Vice
President and a Director of Financial Services.
James W. Noyce, whose business address and principal place of business
is 5400 University Avenue, West Des Moines, IA 50266, is the Chief
Financial Officer of FBL Financial Group, Inc. He serves as a Director
of Leasing.
Leslie D. Smith has been elected a Director of BFC.
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 December 31, 1997, the Issuer, Leasing, BFC and Investment L.P.
executed the Second Amendment to the Note Exchange Agreement filed as Exhibit B
to Amendment No. 1 to Schedule 13D filed June 6, 1997. Pursuant to the Second
Amendment, the Issuer took action that had the effect of rescinding the Note
Exchange Agreement. Specifically, with respect to Leasing, the Issuer agreed
to issue to Leasing a note (the "Leasing Note") identical in all material
respects to the promissory note filed as Exhibit C to Schedule 13D dated
January 16, 1997, except that (i) the due date is June 30, 1998 instead of
January 31, 2001, (ii) all interest which was accrued and unpaid as of the date
of the Note Exchange Agreement and all interest which has accrued and which
remained unpaid since the date of the Note Exchange Agreement is included in
the principal amount of the Leasing Note so that the principal amount due
Leasing under the Leasing Note is $792,786.40; and (iii) the first 90 days of
the Leasing Note require payments of interest only in the amount of $10,240.16,
with the first payment due January 30, 1998 and payments due thereafter on the
last day of February and March, and beginning April 30, 1998 and on the same
day of each month thereafter, payments of principal and interest in the amount
of $22,265.29 are due for the number of months remaining under the Leasing
Note. Upon issuance and delivery of the Leasing Note, Leasing will deliver to
the Issuer its certificatefor 215,625 shares of Common Stock,
Page 7 of 16
<PAGE> 8
which are all of the shares issued to Leasing pursuant to the Note Exchange
Agreement. Further, the Issuer agreed to issue warrants to Leasing
exercisable by Leasing at $1.12 per share for 79,279 shares of Common Stock of
the Issuer.
BFC
- ---
On December 31, 1997, the Issuer, Leasing, BFC and Investment L.P.
executed the Second Amendment to the Note Exchange Agreement filed as Exhibit B
to Amendment No. 1 to Schedule 13D filed June 6, 1997. Pursuant to the Second
Amendment, the Issuer took action that had the effect of rescinding the Note
Exchange Agreement. Specifically, with respect to BFC, the Issuer agreed to
issue to BFC a note (the "BFC Note") identical in all material respects to the
promissory note filed as Exhibit C to Schedule 13D dated January 16, 1997,
except that (i) all interest which was accrued and unpaid as of the date of the
Note Exchange Agreement and all interest which has accrued and which remained
unpaid since the date of the Note Exchange Agreement is included in the
principal amount of the BFC Note so that the principal amount due BFC under the
BFC Note is $500,000.00; and (ii) quarterly payments of interest only are due
under the BFC Note in the amount of $5,000.00, with the first installment of
interest due on March 31, 1998 and quarterly payments due on the same day of
each consecutive calendar quarter thereafter for the remaining term of the BFC
Note. Upon issuance and delivery of the BFC Note, BFC will deliver to the
Issuer its certificate for 125,000 shares of Common Stock, which are all of the
shares issued to BFC pursuant to the Note Exchange Agreement. Further, the
Issuer agreed to issue warrants to BFC exercisable by BFC at $1.12 per share
for 75,000 shares of Common Stock of the Issuer. The Issuer agreed to pay to
BFC accrued interest from April 1, 1997 through December 31, 1997 in the
amount of $15,000.00.
Investment, L.P.; Enterprises
- -----------------------------
On December 31, 1997, the Issuer, Leasing, BFC and Investment L.P.
executed the Second Amendment to the Note Exchange Agreement filed as Exhibit B
to Amendment No. 1 to Schedule 13D filed June 6, 1997. Pursuant to the Second
Amendment, the Issuer took action that had the effect of rescinding the Note
Exchange Agreement. Specifically, with respect to Investment L.P., the Issuer
agreed to issue to Investment L.P. a note (the "Investment L.P. Note")
identical in all material respects to the promissory note filed as Exhibit C to
Schedule 13D dated January 16, 1997, except that (i) all interest which was
accrued and unpaid as of the date of the Note Exchange Agreement and all
interest which has accrued and which remained unpaid since the date of the Note
Exchange Agreement is included in the principal amount of the Investment L.P.
Note so that the principal amount due Investment L.P. under the Investment L.P.
Note is $500,000.00; and (ii) quarterly payments of interest only are due under
the Investment L.P. Note in the amount of $5,000.00, with the first installment
of interest due on March 31, 1998 and quarterly payments due on the same day of
each consecutive calendar quarter thereafter for the remaining term of the
Investment L.P. Note. Upon issuance and delivery of the Investment L.P. Note,
Investment L.P. will deliver to the Issuer its certificate for 125,000 shares
of Common Stock, which are all of the shares issued to Investment L.P. pursuant
to the Note Exchange Agreement. Further, the Issuer agreed to issue warrants
to Investment L.P. exercisable by Investment L.P. at $1.12 per share for 75,000
shares of Common Stock of the Issuer. The Issuer agreed to pay to Investment
L.P. accrued interest from April 1, 1997 through December 31, 1997 in the
amount of $15,000.00.
Deanna Berthel, Paige Berthel and Brandon Berthel
- -------------------------------------------------
Since the filing of Schedule 13D on January 16, 1997, Deanna Berthel has sold
1,545 shares of Common Stock of the Issuer and warrants for 480 shares of
Common Stock of the Issuer. As of December 31, 1997, Deanna Berthel owned no
shares of the Common Stock of the Issuer.
Page 8 of 16
<PAGE> 9
Since the filing of Schedule 13D on January 16, 1997, Deanna Berthel, as
custodian for Paige Berthel, has sold 2,150 shares of Common Stock of the
Issuer and warrants for 440 shares of Common Stock of the Issuer. As of
December 31, 1997, Paige Berthel owned no shares of the Common Stock of the
Issuer.
Since the filing of Schedule 13D on January 16, 1997, Deanna Berthel, as
custodian for Brandon Berthel, has sold 1,710 shares of Common Stock of the
Issuer and warrants for 400 shares of Common Stock of the Issuer. As of
December 31, 1997, Brandon Berthel owned no 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 December 31, 1997, the Issuer, Leasing, BFC and Investment L.P.
executed the Second Amendment to the Note Exchange Agreement filed as Exhibit B
to Amendment No. 1 to Schedule 13D filed June 6, 1997, pursuant to which the
Issuer took action that had the effect of rescinding the Note Exchange
Agreement. Specifically, with respect to Leasing, the Issuer agreed to issue
to Leasing a note (the "Leasing Note") in the principal amount of $792,786.40
and agreed to issue warrants for the issuance of 79,279 shares of Common Stock
of the Issuer at $1.12 per share in exchange for the delivery by Leasing to the
Issuer of certificates for 215,625 shares of Common Stock of the Issuer. As of
December 31, 1997, Leasing owned 160,579 shares of the Common Stock of the
Issuer, after giving effect to the transfer of 215,625 shares of Common Stock
to the Issuer, and including the warrants for 79,279 shares of Common Stock of
the Issuer. Based upon the principal balance due on the Leasing Note, the
price per share paid by the Issuer for the shares of Common Stock transferred
to the Issuer by Leasing was Three Dollars and Sixty-seven cents ($3.67). The
price per share for each share to be issued upon exercise of the warrants is
$1.12. As of December 31, 1997, the 160,579 shares owned by Leasing, including
the shares to be issued upon exercise of the warrants, constitute approximately
.03% of the total number of shares of the Common Stock of the Issuer
outstanding as of December 31, 1997. 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.
BFC
- ---
On December 31, 1997, the Issuer, Leasing, BFC and Investment L.P. executed the
Second Amendment to the Note Exchange Agreement filed as Exhibit B to Amendment
No. 1 to Schedule 13D filed June 6, 1997, pursuant to which the Issuer took
action that had the effect of rescinding the Note Exchange Agreement.
Specifically, with respect to BFC, the Issuer agreed to issue to BFC a note
(the "BFC Note") in the principal amount of $500,000.00 and agreed to issue
warrants for the issuance of 75,000 shares of Common Stock of the Issuer at
$1.12 per share in exchange for the delivery by BFC to the Issuer of
certificates for 125,000 shares of Common Stock of the Issuer. As of December
31, 1997, BFC owned 188,571 shares of the Common Stock of the Issuer, after
giving effect to the transfer of 125,000 shares of Common Stock to the Issuer,
and including warrants for 75,000 shares of Common Stock of the Issuer. Based
upon the principal balance due on the BFC Note, the price per share paid by
the Issuer for the shares of Common Stock transferred to the Issuer by BFC was
Four Dollars ($4.00). The price per share for each share to be issued upon
exercise of the warrants is $1.12. As of December 31, 1997, the 188,571 shares
owned by BFC, including the shares to be
Page 9 of 16
<PAGE> 10
issued upon exercise of the warrants, constitute approximately 19.2% of the
total number of shares of the Common Stock of the Issuer outstanding as of
December 31, 1997. BFC has the sole power to vote or to direct the vote and
the sole power to dispose or to direct the disposition of the 188,571 shares
owned by BFC.
Investment, L.P.; Enterprises
- -----------------------------
On December 31, 1997, the Issuer, Leasing, BFC and Investment L.P.
executed the Second Amendment to the Note Exchange Agreement filed as Exhibit B
to Amendment No. 1 to Schedule 13D filed June 6, 1997, pursuant to which the
Issuer took action that had the effect of rescinding the Note Exchange
Agreement. Specifically, with respect to Investment, L.P., the Issuer agreed
to issue to Investment, L.P. a note (the "Investment, L.P. Note") in the
principal amount of $500,000.00 and agreed to issue warrants for the issuance
of 75,000 shares of Common Stock of the Issuer at $1.12 per share in exchange
for the delivery by Investment, L.P. to the Issuer of certificates for 125,000
shares of Common Stock of the Issuer. As of December 31, 1997, Investment,
L.P. owned 188,572 shares of the Common Stock of the Issuer, after giving
effect to the transfer of 125,000 shares of Common Stock to the Issuer, and
including warrants for 75,000 shares of Common Stock of the Issuer. Based upon
the principal balance due on the Investment, L.P. Note, the price per share
paid by the Issuer for the shares of Common Stock transferred to the Issuer by
BFC was Four Dollars ($4.00). The price per share for each share to be issued
upon exercise of the warrants is $1.12. As of December 31, 1997, the 188,572
shares owned by Investment, L.P., including the shares to be issued upon
exercise of the warrants, constitute approximately .04% of the total number of
shares of the Common Stock of the Issuer outstanding as of December 31, 1997.
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.
Deanna Berthel, Paige Berthel and Brandon Berthel
- -------------------------------------------------
Since the filing of Schedule 13D on January 16, 1997, Deanna Berthel has
sold 1,545 shares of Common Stock of the Issuer and warrants for 480 shares of
Common Stock of the Issuer. As of December 31, 1997, Deanna Berthel owned no
shares of the Common Stock of the Issuer. All such transactions were effected
in brokerage transactions on the NASDAQ National Market System. The following
transactions were transacted during the past sixty days:
<TABLE>
<CAPTION>
Date Number of Shares Price per Share
---- ---------------- ---------------
<S> <C> <C>
12-30-97 640 $.95
12-31-97 320 $.83
12-31-97 585 $.84
</TABLE>
Since the filing of Schedule 13D on January 16, 1997, Deanna Berthel, as
custodian for Paige Berthel, has sold 2,150 shares of Common Stock of the
Issuer and warrants for 440 shares of Common Stock of the Issuer. As of
December 31, 1997, Paige Berthel owned no shares of the Common Stock of the
Issuer. All such transactions were effected in brokerage transactions on the
NASDAQ National Market System. The following transactions were transacted
during the past sixty days:
<TABLE>
<CAPTION>
Date Number of Shares Price per Share
---- ---------------- ---------------
<S> <C> <C>
12-30-97 880 $.98
</TABLE>
Page 10 of 16
<PAGE> 11
12-31-97 1,270 $.98
Since the filing of Schedule 13D on January 16, 1997, Deanna Berthel, as
custodian for Brandon Berthel, has sold 1,710 shares of Common Stock of the
Issuer and warrants for 400 shares of Common Stock of the Issuer. As of
December 31, 1997, Brandon Berthel owned no shares of the Common Stock of the
Issuer. All such transactions were effected in brokerage transactions on the
NASDAQ National Market System. The following transactions were transacted
during the past sixty days:
<TABLE>
<CAPTION>
Date Number of Shares Price per Share
---- ---------------- ---------------
<S> <C> <C>
12-30-97 800 $.98
12-31-97 910 $.98
</TABLE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Beginning
at
Page:
---------
A Joint Filing Agreement, dated January 6, 1998,
between the Reporting Persons relating to the
filing of a joint statement on Schedule 13D. 13
B Second Amendment to Note Exchange Agreement
dated December 31, 1997, relating to the purchase
of shares of Common Stock and issuance of
Warrants 14
Page 11 of 16
<PAGE> 12
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: January 7, 1998 T. J. BERTHEL INVESTMENT, L. P.
By: T. J. BERTHEL ENTERPRISES, INC.
General Partner
By: /s/
--------------------------------
THOMAS J. BERTHEL, President
BERTHEL FISHER & COMPANY FINANCIAL
SERVICES, INC.
By: /s/
--------------------------------
THOMAS J. BERTHEL,
Chief Executive Officer
BERTHEL FISHER & COMPANY LEASING, INC.
By: /s/
--------------------------------
THOMAS J. BERTHEL, President
BERTHEL FISHER & COMPANY
INVESTMENTS, INC.
By: /s/
--------------------------------
THOMAS J. BERTHEL,
Chief Executive Officer
BERTHEL FISHER & COMPANY
By: /s/
--------------------------------
THOMAS J. BERTHEL, President
/s/
-----------------------------------
THOMAS J. BERTHEL
T. J. BERTHEL ENTERPRISES, INC.
By: /s/
--------------------------------
THOMAS J. BERTHEL, President
/s/
-----------------------------------
DEANNA BERTHEL
/s/
-----------------------------------
DEANNA BERTHEL, as Custodian for
Paige Berthel
/s/
-----------------------------------
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 12 of 16
<PAGE> 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: January 7, 1998 T. J. BERTHEL INVESTMENT, L. P.
By: T. J. BERTHEL ENTERPRISES, INC.
General Partner
By: /s/
--------------------------------
THOMAS J. BERTHEL, President
BERTHEL FISHER & COMPANY FINANCIAL
SERVICES, INC.
By: /s/
--------------------------------
THOMAS J. BERTHEL,
Chief Executive Officer
BERTHEL FISHER & COMPANY LEASING, INC.
By: /s/
--------------------------------
THOMAS J. BERTHEL, President
BERTHEL FISHER & COMPANY
INVESTMENTS, INC.
By: /s/
--------------------------------
THOMAS J. BERTHEL,
Chief Executive Officer
BERTHEL FISHER & COMPANY
By: /s/
--------------------------------
THOMAS J. BERTHEL, President
/s/
-----------------------------------
THOMAS J. BERTHEL
T. J. BERTHEL ENTERPRISES, INC.
By: /s/
--------------------------------
THOMAS J. BERTHEL, President
/s/
-----------------------------------
DEANNA BERTHEL
/s/
-----------------------------------
DEANNA BERTHEL, as Custodian for
Paige Berthel
/s/
-----------------------------------
DEANNA BERTHEL, as Custodian for
Brandon Berthel
Page 13 of 16
<PAGE> 1
EXHIBIT B
SECOND AMENDMENT TO
NOTE EXCHANGE AGREEMENT
THIS SECOND AMENDMENT, dated as of this 31st day of December, 1997 (the
"Amendment") to the NOTE EXCHANGE AGREEMENT, dated as of June 5, 1997 (the
"Agreement"), as amended by the First Amendment to Note Exchange Agreement,
dated as of November 14, 1997 (the "First Amendment"), is entered into as of
the 31st day of December, 1997 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").
RECITAL
The Company and the Investors mutually desire to terminate the Agreement
and the First Amendment and to provide that the Company return the Notes to the
Investors in exchange for the Shares issued by the Company to the Investors
pursuant to the Agreement.
BFCL is the holder of a $750,000 term note issued by the Company, dated
January 31, 1997 (the "BFCL Note") and each of BFC and TJB is the holder of a
$500,000 promissory note issued by the Company dated December 31, 1996 (the
"BFC Note" and the "TJB Note") (collectively the BFCL Note, the BFC Note and
the TJB Note are hereinafter referred to as the "Notes").
AGREEMENTS
In consideration of the recital and mutual covenants contained in this
Amendment, the parties agree:
I. On the date of this Amendment, (a) the Company shall issue
and deliver to each of BFCL, BFC and TJB a promissory note identical
in all material respects to such Investor's Note described in
Recital A of the Agreement, except that (i) the due date on the BFCL
Note will be amended from January 31, 2001 to June 30, 1998 and the
due date of the BFC and TJB Notes will remain the same; (ii) that
all interest which was accrued and unpaid as of the date of the
Agreement and all interest which has accrued and which remains
unpaid since the date of the Agreement will be included in the
Principal amount of each of the Notes so that as of the execution of
this Amendment, the Principal amount due BFCL under the BFCL Note is
$792,786.40 and the Principal amount due BFC and TJB under the BFC
and the TJB Note is $1,000,000.00; (iii) the first 90 days of the
BFCL Note will require payments of interest only in the amount of
$10,240.16, with the first payment due January 30, 1998 and payments
due thereafter on the last day of February and March and beginning
April 30, 1998 and on the same day of each month thereafter,
payments of principal and interest in the amount of $22,265.29 are
due for the number of months remaining under the BFCL Note; (iv)
quarterly payments of interest only are due under the BFC and TJB
Notes in the amount of $5,000.00, with the first installment of
interest due on March 31, 1998 and quarterly payments due on the
same day of each consecutive calendar quarter thereafter for the
remaining term of the BFCL and TJB Notes; and (b) BFCL, BFC and TJB
shall deliver to the Company for cancellation the stock certiicates
representing all Shares issued by the Company to the Investors
pursuant to the agreement; and (c) the
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<PAGE> 2
Company shall pay BFC and TJB accrued interest from April 1, 1997
through December 31, 1997. The accrued interest on each note
is $15,000.00 for a total of $30,000.00 to be paid at the signing
of this agreement.
II The Company agrees, either on its own behalf or, in the event
that revenues are received by the Company from an outside third
party or parties, the Company will pay or direct the outside third
party or parties to deposit all revenue of the Murdock consolidated
group directly to Box No.
-------------------- , ------------------
the "Lockbox"). BFCL on behalf of itself and BFC and TJB will
direct the funds in the Lockbox to payment of the payment
amounts set out in paragraph 1(a) above and the revenue remaining
in the Lockbox will then be directed to the Company. In the event
there are insufficient funds in the Lockbox at the time payment is
due under the Notes, the Company will pay any additional amounts to
BFCL at 100 Second Street, SE, Cedar Rapids, Iowa 52401.
III A warrant for the purchase of the Company's Common Stock, for the
number of shares for each Investor, as set out on the chart
immediately below. Such warrants shall have an exercise price of
$1.12 per share and shall be exercisable for up to five years from
the date of execution of this Amendment. Such warrants will be
similar to and subject to reasonable terms and conditions
including, but not limited to, registration rights, observation
rights and/or information rights, which are the same as those rights
granted to directors of the Company. Such warrants will be issued
to the Investors by the Company as soon as possible following
execution of this Amendment and shall be subject to legal review and
approval by all parties thereto.
BFCL 10% of the BFCL principal 79,279
BFC 15% of the BFC principal 75,000
TJB 15% of the TJB principal 75,000
IV In the event the Company attracts an investor or is able to
acquire significant capital and if the BFCL's reasonable opinion,
the Company is performing satisfactorily in comparison to the
proposed 1998 Murdock Consolidated Budget, a copy of which is
attached hereto, BFCL agrees to negotiate with and cooperate with
the Company to renegotiate the BFCL Note and potentially provide
additional financing for the Company, the terms of which will be
negotiated at the time of the transaction.
V Effective immediately upon receipt of the deliveries set
forth in Section 1 above, the Agreement (as amended by the First
Amendment) shall be terminated and neither the Company nor any of
the Investors shall have any rights, obligations or liabilities
pursuant to the Agreement or the First Amendment.
MURDOCK COMMUNICATIONS BERTHEL FISHER & COMPANY
CORPORATIONS LEASING, INC.
By /s/ Thomas Chaplin By /s/ Thomas J. Berthel
- ----------------------------- ---------------------------
Title Chief Executive Officer Title President
----------------------- -------------------
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<PAGE> 3
BERTHEL FISHER & COMPANY
By /s/ Thomas J. Berthel
-------------------------
Title President
----------------------
T. J. BERTHEL INVESTMENT, L.P.
By /s/ Thomas J. Berthel
--------------------------
Title President
-----------------------
Page 16 of 16
