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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
HMN Financial, Inc.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- ---------------------------------------------------------------------------
(Title of Class of Securities)
40424G108000
- ---------------------------------------------------------------------------
(CUSIP Number)
Craig F. Miller, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
212-859-8108
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 20, 1998
- ---------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-l(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-l(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).
SCHEDULE 13D
CUSIP No. 40424G108000
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
James O. Pohlad
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 83,333
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 83,333
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
SCHEDULE 13D
CUSIP No. 40424G108000
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Robert C. Pohlad
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 83,333
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 83,333
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
SCHEDULE 13D
CUSIP No. 40424G108000
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
William M. Pohlad
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 83,334
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 83,334
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,334
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
SCHEDULE 13D
CUSIP No. 40424G108000
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Texas Financial Bancorporation, Inc.
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MN
NUMBER OF 7 SOLE VOTING POWER
SHARES 50,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 50,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of common stock, $0.01 par value
(the "Common Stock"), of HMN Financial, Inc., a Delaware corporation (the
"Issuer"). The principal address of the Issuer is 101 North Broadway,
Spring Valley, Minnesota 55975-0231.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b) and (c). This statement is being filed by James O.
Pohlad, Robert C. Pohlad, William M. Pohlad, each an individual and a
United States citizen, with his business address at 60 South Sixth Street
#3800, Minneapolis, MN 55402, and by Texas Financial Bancorporation, Inc.,
a Minnesota corporation ("Texas Financial") (each a "Reporting Person"),
with its principal office located at 60 South Sixth Street, #3800,
Minneapolis, MN 55402. James O. Pohlad is the Executive Vice President and
a Director of Marquette Bancshares, Inc., a Minnesota corporation, the
principal business of which is a bank holding company engaged, through
subsidiaries, in the banking industry and its address is 60 South Sixth
Street, #3800, Minneapolis, MN 55402. Robert C. Pohlad is the President of
Pohlad Companies, a Minnesota corporation, the principal business of which
is a holding and management services company, and its address is 60 South
Sixth Street, #3700, Minneapolis, MN 55402. William M. Pohlad is the
President of River Road Entertainment, LLC, a Minnesota limited liability
company, the principal business of which is a production company, and its
address is 60 South Sixth Street, #4050, Minneapolis, MN 55402 The
principal business of Texas Financial is that of a bank holding company
engaged, through subsidiaries, in the banking industry.
Information with respect to each of Texas Financial's directors,
executive officers and holders of more than 5% of Texas Financial's
outstanding share capital is set forth on Schedule I attached hereto. Each
of the persons listed on Schedule I is a citizen of the United States.
The shares of Common Stock currently owned by Texas Financial
were initially purchased by Monmouth Financial Services, Inc., an Illinois
corporation (the "Corporation"). On March 30, 1998 the Corporation merged
into Texas Financial. As a result of such merger, the shares of Common
Stock previously owned by the Corporation are now owned by Texas Financial.
(d) and (e). During the last five years, none of the Reporting
Persons nor, to the best of its knowledge, any of Texas Financial's
executive officers and directors listed on Schedule I, has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and none of the Reporting Persons nor, to the best of its
knowledge, any of Texas Financial's executive officers and directors listed
on Schedule I, during the last five years, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
James O. Pohlad and Robert C. Pohlad each paid $962,496.88,
William M. Pohlad paid $962,506.25 and the Corporation paid $593,125.00 to
purchase the shares of Common Stock that are the subject of this statement.
The source of these funds, with respect to each of the three individual
Reporting Persons, was an unsecured loan of $650,000 from Revocable Trust
No. 2 of Eloise O. Pohlad to purchase 50,000 shares of Common Stock while the
remaining shares were purchased by the individual Reporting Persons on margin
with Bear, Stearns Securities Corp., and the Corporation purchased 25,000
shares of Common Stock through broker loans secured by other securities while
the remaining shares of Common Stock were purchased by the Corporation on
margin with Bear, Stearns Securities Corp. The Corporation's broker loans
secured by other securities have been repaid prior to the date of this
statement.
ITEM 4. PURPOSE OF TRANSACTION
Each of the Reporting Persons acquired the shares of Common Stock
it presently owns for investment. While each Reporting Person has no, nor
do the Reporting Persons as a group have any, contract or agreement to
purchase or sell shares of Common Stock, depending on various factors,
including the Issuer's business affairs, prospects, financial position,
price levels of shares of Common Stock, conditions in the securities
markets, general economic and industry conditions as well as other
opportunities available to it, and subject to any applicable legal
restrictions, the Reporting Persons may take such actions with respect to
their investment in the Issuer, including the purchase or sale of shares of
Common Stock through open market or privately negotiated transactions,
extraordinary corporate transactions or otherwise, as they deem appropriate
in light of circumstances existing from time to time.
Each Reporting Person, and the Reporting Persons as a group, have
no plans or proposals which would relate to or would result in any of the
actions required to be described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) James O. Pohlad and Robert C. Pohlad each own 83,333 shares of Common
Stock, which individually represents 2.0% of the outstanding shares of
Common Stock. William M. Pohlad owns 83,334 shares of Common Stock and
Texas Financial owns 50,000 shares of Common Stock, which represents
2.0% and 1.2% of the outstanding shares of Common Stock, respectively.
As a group, the Reporting Persons in the aggregate own 300,000 shares,
which represents 7.2% of the outstanding shares of Common Stock. The
calculation of percentage ownership by the Reporting Persons in this
statement is based on 4,144,368 shares of Common Stock issued and
outstanding as of March 30, 1998 (as reported in the Issuer's Proxy
Statement dated March 30, 1998).
(b) Each of the Reporting Persons has the sole voting and sole investment
power with regard to the respective shares of Common Stock owned by
each such Reporting Person. As noted in Schedule I attached hereto,
James O. Pohlad is a director and President of Texas Financial. Each
of the Reporting Persons disclaims beneficial ownership of any shares
of Common Stock owned beneficially or of record by any other Reporting
Person.
(c) On April 20, 1998, the Reporting Persons agreed to act together as "a
group" with respect to the Common Stock and thereby were deemed to
have acquired beneficial ownership of the shares of Common Stock owned
by each of the other Reporting Persons as the date thereof. None of
the Reporting Persons has effected any transaction in the Common Stock
during the past 60 days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the Reporting
Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No contracts, arrangements, understandings or relationships (legal or
otherwise) exist among the persons named in Item 2 of this Schedule 13D or
between such persons and any other person with respect to any securities of
the Issuer, including, but not limited to, the transfer or voting of such
securities, finder's fees, joint ventures, loan or option agreements, puts
or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.: Description
1. Schedule 13D Joint Filing Agreement.
2. Promissory Note, dated July 8, 1994, between Revocable Trust No. 2 of
Eloise O. Pohlad, as lender, and James O. Pohlad, as borrower.
3. Promissory Note, dated July 8, 1994, between Revocable Trust No. 2 of
Eloise O. Pohlad, as lender, and Robert C. Pohlad, as borrower.
4. Promissory Note, dated July 8, 1994, between Revocable Trust No. 2 of
Eloise O. Pohlad, as lender, and William M. Pohlad, as borrower.
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.
Date: April 24, 1998
/s/ James O. Pohlad
- --------------------------------------------------------------------------
Signature James O. Pohlad
Date: April 24, 1998
/s/ Robert C. Pohlad
- --------------------------------------------------------------------------
Signature Robert C. Pohlad
Date: April 24, 1998
/s/ William M. Pohlad
- --------------------------------------------------------------------------
Signature William M. Pohlad
Date: April 24, 1998
Texas Financial Bancorporation, Inc.
By: /s/ Janice Ozzello Wilcox
- --------------------------------------------------------------------------
Name: Janice Ozzello Wilcox
Title: Chief Financial Officer
SCHEDULE I
DIRECTORS, EXECUTIVE OFFICERS AND SHAREHOLDERS OF
TEXAS FINANCIAL BANCORPORATION, INC.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each of the
directors, executive officer and shareholders of Texas Financial
Bancorporation, Inc. is set forth below.
<TABLE>
<CAPTION>
Directors and Executive Officers:
- --------------------------------
NAME POSITION WITH PRESENT PRINCIPAL BUSINESS ADDRESS
TEXAS FINANCIAL OCCUPATION AND ADDRESS
<S> <C> <C> <C>
Albert J. Colianni, Jr. Executive Vice President Executive Vice President and 60 South Sixth Street # 3800
and Chief Operating Officer Chief Operating Officer Minneapolis, MN 55402
Marquette Bancshares, Inc.
60 South Sixth Street # 3800
Minneapolis, MN 55402
Thomas A. Herbst Director and Executive Director and Executive Vice 60 South Sixth Street # 3800
Vice President President Minneapolis, MN 55402
Marquette Bancshares, Inc.
60 South Sixth Street # 3800
Minneapolis, MN 55402
Jay L. Kim Vice President Vice President and Corporate 60 South Sixth Street # 4000
Counsel Minneapolis, MN 55402
Marquette Bancshares, Inc.
60 South Sixth Street # 3800
Minneapolis, MN 55402
William P. McKnight Senior Vice President Senior Vice President 1650 West 82nd Street #800
Marquette Bancshares, Inc. Bloomington, NM 55431
60 South Sixth Street # 3800
Minneapolis, MN 55402
Janice Ozzello Wilcox Senior Vice President and Senior Vice President and C.F.O. 60 South Sixth Street # 3800
Chief Financial Officer Marquette Bancshares, Inc. Minneapolis, MN 55402
60 South Sixth Street # 3800
Minneapolis, MN 55402
James O. Pohlad Director and President Director and Executive Vice 60 South Sixth Street # 3800
President Minneapolis, MN 55402
Marquette Bancshares, Inc.
60 South Sixth Street # 3800
Minneapolis, MN 55402
Kathi Rogers Vice President Assistant Vice President 60 South Sixth Street # 4000
Marquette Ban, N.A. Minneapolis, MN 55402
8200 Golden Valley Road
Golden Valley, MN 55427
Paige Winbarger Director, Senior Vice Senior Vice President and 60 South Sixth Street #3800
President and Corporate General Counsel Minneapolis, MN 55402
Secretary Marquette Bancshare, Inc.
60 South Sixth Street # 3800
Minneapolis, MN 55402
Shareholders:
- ------------
Carl R. Pohlad, Director and President 60 South Sixth Street # 3800
Truestee of the Marquette Bancshares, Inc. Minneapolis, MN 55402
Revocable Trust of 60 South Sixth Street # 3800
Carl R. Pohlad Created Minneapolis, MN 55402
U/A dated 6/28/91, as
Amended
Eloise O. Pohlad, Retired 60 South Sixth Street # 3800
Trustee of the Minneapolis, MN 55402
Revocable Trust of
Eloise O. Pohlad U/A
dated 6/28/91, as
Amended
James O. Pohlad See Schedule 13D
Robert C. Pohlad See Schedule 13D
William M. Pohlad See Schedule 13D
</TABLE>
Exhibit 1
---------
Joint Filing Agreement
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the
Schedule 13D referred to below) with respect to the common stock, par value
$0.01 per share, of HMN Financial, Inc., a Delaware corporation, and that
this agreement may be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of the 24th day of April, 1998.
/s/ James O. Pohlad
---------------------------------
James O. Pohlad
/s/ Robert C. Pohlad
---------------------------------
Robert C. Pohlad
/s/ William M. Pohlad
---------------------------------
William M. Pohlad
Texas Financial Bancorporation, Inc.
By: /s/ Janice Ozzello Wilcox
---------------------------
Name: Janice Ozzello Wilcox
Its: Chief Financial Officer
Exhibit 2
---------
PROMISSORY NOTE
Amount: $650,000.00 Minneapolis, Minnesota
Due: January 15, 2002 July 8, 1994
Re: HMN Financial Stock
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
Eloise O. Pohlad, and Carl R. Pohlad, Trustees of Revocable Trust No. 2 of
Eloise O. Pohlad Created U/A dated 05/28/93, on January 15, 2002, the
maturity date, the sum of Six Hundred Fifty Thousand and no/100 Dollars
($650,000.00) with interest from the date hereof at the rate of 6.43% per
annum, compounded annually, until paid. Interest accrued hereunder is
payable January 15, 1995 and annually thereafter. Interest is calculated on
a 365-day year. This note is payable at 3700 Dain Bosworth Plaza, 60 South
Sixth Street, Minneapolis, Minnesota, 55402.
The undersigned, endorsers, sureties and guarantors hereof severally
agree to pay all costs of collection including reasonable attorneys' fees,
whether or not incurred for commencement of suit, together with all other
costs and expenses incurred in collection, if any, in case payment is not
made at maturity and the undersigned, endorsers, sureties and guarantors
hereof severally waive presentment for payment, notice of nonpayment,
protest, notice of protest and diligence in enforcing payment hereunder or
bringing suit against any parties hereto. The endorsers, sureties and
guarantors hereof severally consent that the time for payment may be
extended, or this note renewed, from time to time without notice to them
and without affecting their liability hereon.
This note is payable at any time without notice or penalty. Unless
otherwise agreed to in writing by maker and payee, the amount of any
prepayment shall be applied first to accrued interest and the balance, if
any, to principal.
The undersigned, if more than one, shall be jointly and severally
liable hereunder, and the term "undersigned" wherever used herein, shall
mean the undersigned or any one or more of them.
MAKER:
/s/ James O. Pohlad
-----------------------------
James O. Pohlad
ADDRESS:
3700 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
Exhibit 3
---------
PROMISSORY NOTE
Amount: $650,000.00 Minneapolis, Minnesota
Due: January 15, 2002 July 8, 1994
Re: HMN Financial Stock
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
Eloise O. Pohlad, and Carl R. Pohlad, Trustees of Revocable Trust No. 2 of
Eloise O. Pohlad Created U/A dated 05/28/93, on January 15, 2002, the
maturity date, the sum of Six Hundred Fifty Thousand and no/100 Dollars
($650,000.00) with interest from the date hereof at the rate of 6.43% per
annum, compounded annually, until paid. Interest accrued hereunder is
payable January 15, 1995 and annually thereafter. Interest is calculated on
a 365-day year. This note is payable at 3700 Dain Bosworth Plaza, 60 South
Sixth Street, Minneapolis, Minnesota, 55402.
The undersigned, endorsers, sureties and guarantors hereof severally
agree to pay all costs of collection including reasonable attorneys' fees,
whether or not incurred for commencement of suit, together with all other
costs and expenses incurred in collection, if any, in case payment is not
made at maturity and the undersigned, endorsers, sureties and guarantors
hereof severally waive presentment for payment, notice of nonpayment,
protest, notice of protest and diligence in enforcing payment hereunder or
bringing suit against any parties hereto. The endorsers, sureties and
guarantors hereof severally consent that the time for payment may be
extended, or this note renewed, from time to time without notice to them
and without affecting their liability hereon.
This note is payable at any time without notice or penalty. Unless
otherwise agreed to in writing by maker and payee, the amount of any
prepayment shall be applied first to accrued interest and the balance, if
any, to principal.
The undersigned, if more than one, shall be jointly and severally
liable hereunder, and the term "undersigned" wherever used herein, shall
mean the undersigned or any one or more of them.
MAKER:
/s/ Robert C. Pohlad
-----------------------------
Robert C. Pohlad
ADDRESS:
3700 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
Exhibit 4
---------
PROMISSORY NOTE
Amount: $650,000.00 Minneapolis, Minnesota
Due: January 15, 2002 July 8, 1994
Re: HMN Financial Stock
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
Eloise O. Pohlad, and Carl R. Pohlad, Trustees of Revocable Trust No. 2 of
Eloise O. Pohlad Created U/A dated 05/28/93, on January 15, 2002, the
maturity date, the sum of Six Hundred Fifty Thousand and no/100 Dollars
($650,000.00) with interest from the date hereof at the rate of 6.43% per
annum, compounded annually, until paid. Interest accrued hereunder is
payable January 15, 1995 and annually thereafter. Interest is calculated on
a 365-day year. This note is payable at 3700 Dain Bosworth Plaza, 60 South
Sixth Street, Minneapolis, Minnesota, 55402.
The undersigned, endorsers, sureties and guarantors hereof severally
agree to pay all costs of collection including reasonable attorneys' fees,
whether or not incurred for commencement of suit, together with all other
costs and expenses incurred in collection, if any, in case payment is not
made at maturity and the undersigned, endorsers, sureties and guarantors
hereof severally waive presentment for payment, notice of nonpayment,
protest, notice of protest and diligence in enforcing payment hereunder or
bringing suit against any parties hereto. The endorsers, sureties and
guarantors hereof severally consent that the time for payment may be
extended, or this note renewed, from time to time without notice to them
and without affecting their liability hereon.
This note is payable at any time without notice or penalty. Unless
otherwise agreed to in writing by maker and payee, the amount of any
prepayment shall be applied first to accrued interest and the balance, if
any, to principal.
The undersigned, if more than one, shall be jointly and severally
liable hereunder, and the term "undersigned" wherever used herein, shall
mean the undersigned or any one or more of them.
MAKER:
/s/ William M. Pohlad
------------------------------
William M. Pohlad
ADDRESS:
3700 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402