SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)
Redwood Financial, Inc.
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(Name of issuer)
Common Stock $0.10 Par Value Per Share
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(Title of class of securities)
757903109
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(CUSIP Number)
Charles E. Sloane, Esquire
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W., Suite 700 East
Washington, D.C. 20005
(202) 434-4660
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(Name, address and telephone number of person
authorized to receive notices and communications)
September 11, 1997
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d- 1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages.)
(Page 1 of 7 Pages)
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CUSIP No. 757903109 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul W. Pryor
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 47,162
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
6,279
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9 SOLE DISPOSITIVE POWER
47,162
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10 SHARED DISPOSITIVE POWER
6,279
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,441
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
- ----------------------------
The class of equity securities to which this statement relates is the
common stock, $0.10 par value per share (the "Common Stock"), of Redwood
Financial, Inc. (the "Issuer"), the executive office of which is located at 301
South Washington Street, Redwood Falls, Minnesota 56283-0317.
Item 2. Identity and Background
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The name and business address of the person filing this Statement is
Paul W. Pryor, 301 S. Washington Street, P.O. Box 317, Redwood Falls, Minnesota
56283-0317. Mr. Pryor is the President, Chief Executive Officer and a director
of the Issuer. During the last five years, Mr. Pryor has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in his being 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.
Mr. Pryor is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
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Mr. Pryor may be deemed to beneficially own the following shares of
common stock: (1) 25,000 shares of common stock directly owned by him for a
total purchase price of $200,000, all of which shares were acquired on July 7,
1995, with personal funds; (2) 17,662 shares of common stock that may be
acquired within 60 days by the exercise of options granted to Mr. Pryor under
the Issuer's stock option plans (an additional 5,625 options become exercisable
on each of January 17, 1999, 2000 and 2001); (3) 4,500 shares of common stock
that Mr. Pryor has received pursuant to a management stock bonus plan ("MSBP")
at no cost to him (Mr. Pryor was awarded a total of 11,250 shares of which 4,500
have vested and an additional 2,250 shares will vest on each of January 17,
1999, 2000 and 2001) for which he exercises sole voting power and sole
dispositive power over the 4,500 vested shares; and (4) 6,279
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shares (excludes a fractional share) of common stock allocated at no cost
pursuant to an employee stock ownership plan ("ESOP") over which he exercises
shared voting power and no dispositive power.
Item 4. Purpose of Transaction
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All of the shares reported on this Schedule 13D as beneficially owned
by Mr. Pryor were acquired for investment. Mr. Pryor may, from time to time,
depending upon market conditions and other investment considerations, purchase
additional securities of the Issuer for investment or dispose of securities of
the Issuer. As a director and an executive officer of the Issuer, Mr. Pryor,
from time to time, explores and is presented with potential actions and
transactions which may be advantageous to the Issuer and its stockholders,
including possible mergers, acquisitions and other business combinations.
Other than in the performance of his duties as a director and an
executive officer of the Issuer, Mr. Pryor has no current plans or proposals
which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's certificate of incorporation, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any persons;
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(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above. Item 5.
Interest in Securities of the Issuer
Mr. Pryor may be deemed to own beneficially an aggregate of 53,441
shares of common stock, constituting 6.5% of the 800,611 shares of common stock
outstanding on the date hereof (adjusted for the issuance of shares to cover the
exercise of stock options that may be deemed to be beneficially owned by Mr.
Pryor). Such amount includes 25,000 shares Mr. Pryor beneficially owns
indirectly, with sole voting and investment power, and 6,279 shares (excluding a
fractional share) held in the ESOP, with whom he may be deemed to have shared
voting and no investment power. Such amount also includes 4,500 shares awarded
through the MSBP directly owned and for which there is sole voting and
dispositive. This amount also includes options granted to Mr. Pryor that are
exercisable within 60 days under stock option plans to purchase 17,662 shares of
common stock. Mr. Pryor holds options to acquire 16,873 shares of common stock
of which 5,625 vest on each of January 17, 1999, 2000, and 2001, which are
therefore not exercisable within 60 days and are not included in the total shown
above. No transactions have occurred within the past 60 days. Mr. Pryor's
ownership exceeds 5.0% due to repurchases of common stock by the issuer and the
vesting of beneficial ownership.
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Item 6. Contracts, Arrangements, Understanding or Relationships
With Respect to Securities of the Issuer
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Not Applicable.
Item 7. Material to be Filed as Exhibits
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None.
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SIGNATURE
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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: 9-2-98 /s/Paul W. Pryor
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Paul W. Pryor
