As filed with the Securities and Exchange File No. S-1
Commission on July 23, 1996 33-96824
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Amendment No. 3
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ND HOLDINGS, INC.
(Exact name of registrant as specified in charter)
North Dakota 6282
(State or other jurisdiction (Primary Standard Industrial
of incorporation) Classification Code Number)
1 North Main, Minot, ND 58701
45-0404061 (701) 852-5292
(I.R.S. Employer (address, including zip
Identification No.) code, and telephone
number, including area code of
registrant's principal executive
offices)
Robert Walstad - 1 North Main, Minot, ND 58701 (701) 852-5292
(Name, address, including zip code and telephone number, including
area code of agent for service)
Copies of all communications to:
Gordon Dihle, Esq.
504 East Central Ave, Suite 101
Minot, ND 58701
(701) 839-7690 FAX (701) 839-2399
Approximate date of commencement of proposed sale to public: as
soon as practical after effective date.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 _
under the Securities Act of 1933 check the following box. |_|
Title of each Proposed Proposed
class of Amount Maximum Maximum Amount of
securities to to be offering price aggregate registration
be registered registered* Per unit(1.) Offering price fee
common 4,859,207 3.00 $14,577,621 $5,026.80
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(e) under the Securities Act
of 1933, as amended.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
*3,989,612 common shares previously listed on Amendment No. 1 are
hereby withdrawn from registration.
<PAGE>
ND HOLDINGS, INC.
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Item No. Form S-1 Caption Location or Caption
in Prospectus
Item 1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus Outside Front Cover Page
Item 2. Inside Front and Outside Back Cover Pages
of Prospectus Inside Front and Outside
Back Cover Pages:
Additional Information
Item 3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges Prospectus Summary;
Risk Factors
Item 4. Use of Proceeds Not Applicable
Item 5. Determination of Offering Price Not Applicable
Item 6. Dilution Dilution
Item 7. Selling Security Holders Not Applicable
Item 8. Plan of Distribution Outside Front Cover Page
Item 9. Description of Securities to be Registered Description of Capital
Stock
Item 10. Interests of Named Experts Legal Matters; Experts
Item 11. Information With Respect to the
Registrant Outside Front Cover Page;
Prospectus Summary; Risk
Factors; Dividend Policy;
Selected Financial Data;
Management's Discussion
and Analysis of Financial
Condition and results of
Operations; Business;
Management; Description
of Capital Stock; Certain
Transactions; Shares
Eligible for Future Sale
Item 12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities Not Applicable
<PAGE>
EXPLANATORY NOTE
Pursuant to discussions with the staff, the registration of
1,000,000 shares of Common Stock for a proposed best efforts
offering has been with withdrawn from registration. Additionally,
2,989,612 shares of Common Stock previously registered for exchange
with shareholders who purchased shares between October, 1987 and
August 31, 1992 are withdrawn from the registration.
The registration now contains only one form of the prospectus
which offers the rescission of shares purchased between September
1, 1992 and March 9, 1995 for cash or exchange for registered
Common Shares.
A new registration (following the completion of the current
Rescission Exchange Offering) will be filed to register the
withdrawn best efforts offering of the Company's stock together
with an offering of selling shareholders Common Stock.
<PAGE>
Rescission Exchange Offering
4,859,207 Shares of Common Stock
No Par Value, Issuable upon Exchange
ND HOLDINGS, INC.
This Prospectus relates to the offering of shares of Common Stock
for re-offer and re-sale, and rescission of the original purchase
of unregistered shares of Common Stock of ND Holdings, Inc. (the
"Company"). Such offering is being made to purchasers of shares of
no par Common Stock, who purchased such Common Stock in a placement
by the Company between September 1, 1992 and March 9, 1995. A
purchaser who purchased Common Stock between September 1, 1992 and
March 9, 1995 is offered the option of electing to revoke his
ownership of the Company and receive from the Company such
purchaser's cash paid for the unregistered Common Stock, plus
accrued interest at the legal rate in the state of purchase, or
rescind the original purchase and receive registered Common Stock
offered hereby on a one share for one share basis. A maximum of
4,859,207 shares of Common Stock in rescission is offered. The
Common Stock offered is identical to the unregistered shares except
that the registered shares are registered pursuant to the 1933
Securities Act. The rescission offer will remain open for 30 days
following the effective date of the registration statement, which
is the date of this Prospectus or 30 days from your receipt of this
prospectus, whichever is later. Purchasers who do not respond
within the time period will be deemed to have elected to reject
cash rescission and exchange their unregistered Common Stock for
equivalent shares of newly registered Common Stock. The original
sale of Common Stock may not have been in compliance with the
registration provisions of the federal securities laws and any
holder of such unregistered Common Stock, notwithstanding such
holders electing to receive the registered Common Stock or electing
to take cash, may have a right to rescind such sale.
Assuming all shareholders offered cash rescission by this
prospectus elected cash rescission and elected to receive cash,
liability to the Company would total approximately $9,600,000. The
Company does not have liquid assets sufficient to fund such an
amount. Current assets (in excess of accrued payables and
necessary working capital) of approximately $600,000 could
potentially be utilized to fund the cash rescission. Any further
cash rescissions would require the Company to borrow funds. The
Company has a current unused credit line of $500,000. Further
borrowing of $8,500,000 could potentially be required. Management
believes that as much as $8,500,000 in additional funds could be
borrowed, if necessary, however, no assurances can be made that
such amount could be borrowed. Such borrowing would likely be in
the form of intermediate term loans requiring monthly payments of
principal and interest. The Company has not entered into any
tentative or written agreements with any lender(s) with respect to
such borrowings. Interest costs on borrowed amounts and debt
service on any such loan would also significantly adversely effect
future cash flow, liquidity and potential income.
THE OFFER TO EXCHANGE REGISTERED COMMON STOCK FOR UNREGISTERED
COMMON STOCK IS VOID IN ANY STATE WHERE SUCH OFFER WOULD BE IN
VIOLATION OF SUCH STATE'S REGULATIONS.
PURCHASERS WHO DO NOT RESPOND WITHIN THE TIME PERIOD WILL BE DEEMED
TO HAVE ELECTED TO REJECT CASH RESCISSION AND EXCHANGE THEIR
UNREGISTERED COMMON STOCK FOR EQUIVALENT SHARES OF NEWLY REGISTERED
COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is July 23, 1996
<PAGE>
If the rescission offer is partially (to material degree) or
completely accepted the liquidity of the Company would be
substantially impaired. Future growth and expansion would also be
impaired since liquid assets and borrowing capacity would be
unavailable for expansion.
Section 5(a) of the Securities Act of 1933 requires that a
registration statement pursuant to the requirements set forth in
Section 6 of the Securities Act of 1933 be filed with the U.S.
Securities and Exchange Commission (the "SEC") and in effect prior
to offers or sales of a security. The Company relied upon the
"intrastate" exemption provided by Section 3(11) of the Securities
Act of 1933 and the North Dakota exemption from registration
provided by NDCC 10-04-05(13) for securities issued by a venture
capital corporation organized under Chapter 10-30.1 in making sales
of its Common Stock. As a result of sales to eleven persons that
SEC and NASD examiners consider to be nonresidents of North Dakota,
the exemption from registration required by SEC 5(a) of the 1933
Securities Act may not be available, thereby the Company may be
liable under federal securities laws to the purchasers of the
Company's shares. The Company does not believe that sales to
nonresidents of North Dakota effects its exemption from
registration with the North Dakota Securities Commission. Federal
law claims may be brought by investors for up to three years after
the date of the offer of the unregistered Common Stock.
Although compliance with the requirements of the applicable state
rescission may bar future state claims, acceptance or rejection of
the offer of rescission may not bar holders from asserting any
claims against the Company for alleged violations of Federal
Securities Laws. Contingent liability of the Company may not
necessarily be eliminated by making the Rescission Offer.
No dealer, salesperson or other person has been authorized to give
any information or to make any representations not contained in
this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized
by the Company or any underwriter, agent or dealer. Neither this
Prospectus nor any Prospectus Supplement constitutes an offer to
sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is
unlawful to make such an offer in such jurisdiction. Neither the
delivery of this Prospectus or any Prospectus Supplement nor any
sale made thereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date thereof.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements, and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, and other information
filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, NW, Washington, DC 20549 and at its Regional Offices
located at 26 Federal Plaza, New York, New York 10278; and 219
South Dearborn Street, Chicago, Illinois 60604. Copies of such
material can also be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, NW, Washington, DC 20549, at the
Commission's prescribed rates.
Upon completion of the rescission exchange offering described
herein, ND Holdings, Inc. intends to register and offer to the
public, through an underwriting agreement with a group of stock
brokerage firms called a "Selling Group", 1,000,000 to 3,000,000
newly issued shares of its Common Stock. Total shares to be
offered will be dependent upon the number of selling shareholders
who may elect to join in the offering. The price at which such
shares will be sold to the public will be determined by an
independent stock brokerage firm referred to as a Qualified
Independent Underwriter ("QIU"). No QIU has been retained. Subject
to consent of underwriters, 2,000,000 shares of Common Stock now in
the hands of existing shareholders (including common shares
registered in the current Rescission Exchange Offering) may be
allowed to be offered as a part of the same prospectus with the
Company's common share offering. If more than 2,000,000 shares are
committed by the shareholders, the shareholder shares to be
included will be determined pro-rata in accordance with the ratio
of each individual's common shares committed to the offering with
the total shareholders common shares committed to the offering. If
less than 2,000,000 shares are committed by shareholders, the
Company anticipates offering such number of new shares sufficient
to bring the total offering to 3,000,000 shares. A per share price
for such offering has not been established. In the event less than
the total offering is sold, the common shares offered by the
Company will be sold first, followed by the selling shareholders
determined pro-rata in accordance with the ratio of each selling
shareholders offered shares to the total shareholder offered
shares. No assurance can be offered that an effective selling
group of underwriters will be formed or that such offering will be
successful. See "Management's Discussion and Analysis," "Liquidity
and Capital Resources."
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to,
and should be read in conjunction with the more detailed
information and financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Unless otherwise
indicated, the information in this Prospectus gives effect to the
11 for 10 stock split of each outstanding share of Common Stock on
June 30, 1989 and the 11 for 10 stock split on June 30, 1990.
Unless the context indicates or requires otherwise, reference in
this prospectus to the "Company" is to ND Holdings, Inc., a North
Dakota corporation and its subsidiaries. Common Stock means the
Company's Common Stock (no par value). Fiscal year references
refer to the respective fiscal years ended December 31.
The Company
The principal business of the Company, incorporated as a North
Dakota corporation on September 22, 1987, is acting as a holding
company for mutual fund management, brokerage and transfer agency
firms. Through its subsidiaries, investment advisory, asset
management, underwriting and transfer agent services are provided
to mutual funds sponsored by the Company. Currently through its
wholly-owned subsidiary, ND Money Management, Inc., the Company
acts as advisor to five mutual funds, all of which were organized
and initiated by the Company: ND Tax-Free Fund, Inc., ND Insured
Income Fund, Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-Free
Fund, Inc. and Integrity Fund of Funds, Inc. (the "Funds").
As a result of the acquisition of The Ranson Company, Inc.,
completed on January 5, 1996, the Company is also the manager of
three additional funds, called the "Ranson Managed Portfolios."
Ranson Capital Corporation, a NASD member broker/dealer and the
investment advisor and manager for the three "Ranson Managed
Portfolios": the Kansas Municipal Fund, Kansas Insured
Intermediate Fund and the Nebraska Municipal Fund, is a subsidiary
of The Ranson Company (and now the Company). The Company's
broker/dealer subsidiary, ND Capital, Inc., functions as
underwriter to the Funds and services customers of the Funds. The
Company's Transfer Agency subsidiary, ND Resources, Inc., acts as
transfer agent and performs clerical functions for the Funds.
Revenue is received for the management of the Funds along with
commissions for sale of fund shares as well as transfer fees and
clerical services. The five original Funds have grown to over
$120,000,000 in combined assets as of July, 1995. Ranson Capital
Corporation, as a wholly-owned subsidiary of the Company, continues
to act as the investment adviser and manager for the Ranson Managed
Portfolios. The Ranson Managed Portfolios provided an additional
managed asset base of approximately $184,000,000. As a result,
total assets managed by the Company now total approximately of
$320,000,000 .
The Ranson Company, Inc. Purchase
On January 5, 1996, the Company completed the acquisition of The
Ranson Company, Inc. The Company estimates the aggregate purchase
price of The Ranson Company, Inc. to be $6,196,403. $5,083,274
(80% of the total) of this amount was paid directly to The Ranson
Company, Inc. shareholders on January 5, 1996. $1,113,129 was
placed in escrow pending final determination of the purchase price
on July 3, 1996. See "The Ranson Company, Inc. Acquisition", "The
Company's Subsidiaries and Operations", "Certain Transactions", and
"The Ranson Acquisition." The source of funds for the acquisition
was a combination of cash and cash equivalents, sale of marketable
securities held by the Company and $1,500,000 borrowed from a local
bank on a short term note.
Rescission Exchange Offering Summary
This Prospectus relates to the offering of shares of Common Stock
for re-offer and re-sale, and rescission of the original purchase
of unregistered shares of Common Stock of the Company. All
shareholders (with the exception of affiliates) who purchased
Common Stock between September 1, 1992 and March 9, 1995 are, by
this prospectus, offered the opportunity to exchange their
unregistered Common Stock for registered shares on a one for one
basis. A maximum of 4,859,207 Common Stock in rescission is
offered. The Common Stock offered in exchange are identical to the
unregistered shares except that the registered shares are
registered pursuant to the 1933 Securities Act. The rescission
offer will remain open for 30 days following the effective date of
the registration statement, which is the date of this Prospectus or
30 days from receipt of the rescission offer whichever period is
longer. Any purchaser who purchased between September 1, 1992 and
March 9, 1995 (Common Stock totaling 4,859,207) is offered the
option of electing to receive from the Company such purchaser's
cash paid for the unregistered
<PAGE>
Common Stock, plus accrued interest
at the legal rate in the state of purchase, (Montana - 10%; North
Dakota - 6%; Nebraska - 6%; New Jersey - 12%; North Carolina - 8%;
Minnesota - 6%; Washington - 8%; Colorado - 8%; California - 9%) as
well as the option to rescind the original purchase and receive
registered Common Stock offered hereby on a one share for one share
basis. Purchasers who do not respond within the time period will
be deemed to have elected to retain their ownership of ND Holdings,
Inc., to reject the cash rescission and to receive registered
Common Stock. Registered Common Stock will not be issued and cash
will not be paid until the original unregistered Common Stock are
delivered to the Company. The Company will pay each holder
electing cash rescission, and will issue registered Common Stock to
each holder electing to purchase registered Common Stock, upon
receipt of such holder's unregistered Common Stock. Holders of
unregistered Common Stock purchased during September 1, 1992
through March 9, 1995 may elect rescission for cash by marking
their election to that effect and providing the additional
information on the Letter of Transmittal form enclosed, accompanied
by the original shares, addressed as follows: ND Holdings, Inc.,
201 South Broadway, Minot, North Dakota 58701. All holders may
elect to exchange unregistered Common Stock for registered Common
Stock by marking their election to that effect and providing the
additional information on the Letter of Transmittal form enclosed,
accompanied by the shares, addressed as follows: ND Holdings,
Inc., 201 South Broadway, Minot, North Dakota 58701. Shareholders
who elect cash rescission and receive their original purchase price
plus interest thereon will have taxable interest income under
United States Federal Income Tax regulations to the extent of
interest received. Shareholders who elect to exchange unregistered
stock for registered stock will not recognize gain or loss under
United States Federal Income Tax regulations. This Prospectus
contains certain forward-looking statements within the meaning of
the federal securities laws. Actual results could differ
materially from those projected in the forward-looking statements
due to a number of factors, including those set forth under "Risk
Factors" and elsewhere in this Prospectus.
<PAGE>
SUMMARY OF CONSOLIDATED FINANCIAL DATA
The following tables set forth certain consolidated financial data
with respect to the Company that has been derived from the
consolidated financial statements of the Company for the five
fiscal years in the period ended December 31, 1995. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations." This summary of consolidated financial
data should be read in conjunction with the Consolidated Financial
Statements, including the notes thereto, appearing elsewhere in
this Prospectus.
<TABLE>
<CAPTION>
Years Ended December 31,
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Income Statement Data:(1)
Total revenues and other income $268,881 $550,541 $ 910,628 $1,325,373 $1,719,843
Total expenses and losses recognized 584,032 980,171 1,249,283 1,802,749 2,265,948
Loss before income tax benefit and
cumulative effect adjustment (315,151) (429,630) (338,655) (477,376) (535,461)
Deferred income tax benefit - - 135,000 205,500 162,400
Loss before effect of a change in
accounting principle (315,151) (429,630) (203,655) (271,876) (373,061)
Cumulative effect on prior years of
accounting change - - 539,500 - -
Net Income (315,151) (429,630) 335,845 (271,876) (373,061)
Earnings per share(2) $(.09) $(.11) $.07 $(.04) $(.05)
Operating Data:
Average assets under administration
(in millions) (3) $32 $63 $93 $110 $120
Number of funds at period end 2 2 3 5 5
</TABLE>
<TABLE>
<CAPTION>
December 31,
Balance Sheet Data: 1993 1994 1995
<S> <C> <C> <C>
Cash and short-term investments $2,225,591 $5,480,740 $5,379,645
Total assets 5,535,500 9,231,998 9,470,586
Total liabilities 300,648 333,370 360,160
Total stockholders' equity 5,234,852 8,898,628 9,110,426
Book value per share .90 1.11 1.11
<FN>
(1) Represents historical consolidated income statement data
and does not give effect to this offering.
(2) Earnings per share have been computed based upon weighted
average shares of Common Stock outstanding and Common Stock
equivalent for the periods presented, adjusted for the stock splits
referred to in the Notes to the Consolidated Financial Statements.
(3) Average assets under administration were estimated
using mid year assets (July 1st of each period).
</TABLE>
This Prospectus contains certain forward-looking statements within
the meaning of the federal securities laws. Actual results could
differ materially from those projected in the forward-looking
statements due to a number of factors, including those set forth
below "Risk Factors" and elsewhere in this Prospectus.
<PAGE>
RISK FACTORS
In evaluating the Company and its business, prospective
investors should carefully consider the following risk factors, as
well as other information and financial data contained in this
Prospectus, before making a decision whether to purchase the shares
of Common Stock offered hereby. This Prospectus contains certain
forward-looking statements within the meaning of the federal
securities laws. Actual results could differ materially from those
projected in the forward-looking statements due to a number of
factors, including those set forth below "Risk Factors" and
elsewhere in this Prospectus.
Cash Rescission Offering Effect on Liquidity and Future Growth.
This prospectus offers the alternative of rescission and return of
the original cash purchase price plus interest at the legal rate
from the date of purchase to the date of sale (as well as the
alternative option to exchange such shares for registered shares)
for all Common Stock of the Company sold between September 1, 1992
and March 9, 1995. The offer of cash rescission applies to up to
4,859,207 shares of Common Stock sold at prices between $1.30 and
$2.35. Should substantial numbers of current shareholders elect to
take cash rescission, the Company could be required to utilize its
cash reserves, liquidate marketable securities and borrow against
assets in order to pay the current shareholders the required
rescission amounts. In such event, assets of the Company otherwise
available for the future expansion and growth of the Company would
be unavailable and could have a material adverse impact on the
Company business.
Although compliance with the requirements of the applicable state
rescission may bar future state claims, acceptance or rejection of
the offer of rescission may not bar holders from asserting any
claims against the Company for alleged violations of Federal
Securities Laws. Contingent liability of the Company may not
necessarily be eliminated by making the Rescission Offer. Assuming
all shareholders offered cash rescission accepted cash rescission
and elected to receive cash, liability would total approximately
$9,600,000 including interest. There is no provision under federal
regulations providing protection exemption to the Company from
liability to purchasers of unregistered securities as a result of
a rescission offer. See "Legal Proceedings."
History of Operating Losses. The Company has a limited operating
history having been first organized on October 27, 1987. ND
Capital began operating as a broker/dealer on December 9, 1988. ND
Money Management, Inc. began operating as an Investment Advisor on
November 21, 1988. ND Resources began operating as a Transfer
Agent on April 23, 1993. The Company has experienced net losses in
four out of the past five years and has experienced "losses before
effect of a change in accounting principle" in each of the last
five years. The Company has funded its activities principally
through the issuance of Common Stock. No assurance can be given
that the Company will be able to raise additional capital in the
future to finance the continuation of its activities.
Dependence on Key Clients. The Company presently provides mutual
fund administration and distribution services to five mutual funds
originally organized and initiated by the Company (the "Funds").
These Funds have entered into contracts with the Company which
typically expire within one to three years. No assurance can be
made that the funds will remain clients of the Company upon
expiration or termination of the various administration and
distribution agreements. The loss of the Funds as Company clients
would have a material adverse effect on the Company. See
"Business--The Company's Affiliated Mutual Funds."
Dependence on Key Personnel. The Company is dependent in a large
part on the personal efforts of Robert E. Walstad, the President
and Chairman of the Board of the Company, and Peter A. Quist, Vice
President of the Company as well as a group of senior management
personnel. The loss or unavailability of any of these persons could
have a material adverse effect on the Company. The Company's
success will also depend on its ability to attract and retain
highly skilled personnel in all areas of its business. There can
be no assurance that the Company will be able to attract and retain
personnel on acceptable terms in the future. The Company has key
man insurance policies on Mr. Walstad in the amount of $1,000,000,
and Mr. Quist in the amount of $500,000. Loss of any of these
individual's services would likely have a materially adverse effect
on the Company's business. See "Management."
Effect on Market Price of Shares Eligible for Future Sale. In the
event a public market for the Company's Common Stock should
develop, sales of substantial amounts of Common Stock in the public
market after this
<PAGE>
offering could adversely affect the prevailing
market price of the Common Stock. After the consummation of this
offering, (if all persons offered to exchange unregistered shares
for registered shares rather than cash) 8,191,751 shares of Common
Stock will remain outstanding. All of such shares, including
shares being offered for exchange hereby will be available for
immediate re-sale in the public market, unless owned by an
"affiliate" of the Company. If these shareholders cause a large
number of their shares to be sold, such sales might, in the event
a market should develop, have an adverse effect on the market price
for the Common Stock. See "Description of Capital Stock" and
"Shares Eligible for Future Sale."
Absence of Dividends. Presently, the Board of Directors intends
to retain future earnings to finance the development of the
Company's business and does not intend to declare or pay dividends
on its Common Stock. See "Dividend Policy."
Compliance Requirements and Regulatory Penalties for Noncompliance.
Various aspects of the Company's business are subject to federal
and state regulation as well as "self regulatory" authorities which,
depending on the nature of any noncompliance, may result in the
suspension or revocation of licenses or registration, including
broker/dealer, investment advisor and transfer agent licenses and
registrations, as well as the imposition of civil fines and
criminal penalties. Failure by the Company or any of its employees
to comply with such regulations or with any of the laws, rules or
regulations of Federal, State or industry authorities (principally
the NASD and SEC) could result in censure, imposition of fines or
other sanctions, including revocation of the Company's right to do
business or in suspension or expulsion from the NASD. Any of the
foregoing would have a materially adverse effect upon the Company.
Such regulations are designed primarily for the protection of the
investing customers of securities firms rather than the Company's
shareholders. Finally, there is no assurance that the Company,
along with other fund sellers, administrators and managers will not
be subjected to additional stringent regulation and publicity which
may adversely affect its business. In the securities industry, in
recent years, there has been an increased incidence of litigation,
including court litigation, arbitration and enforcement or
disciplinary proceedings by regulators. See "Regulations."
Termination of Management Contracts on Assignment. Under the
Investment Company Act of 1940, as amended (the "Investment Company
Act"), the distribution agreements between the Funds and the
Company's subsidiaries terminate automatically upon their
assignment. The term "assignment" includes direct assignments as
well as assignments which may be deemed to occur, under certain
circumstances, upon the transfer, directly or indirectly, of a
controlling block of the Company's voting securities. The
Investment Company Act presumes that any transfer of more than 25%
of the voting securities of any person represents a transfer of a
controlling block of voting securities. The Company does not
believe that the transactions contemplated by this offering will
result in an "assignment" of the distribution or administration
agreements. If, at any time, the distribution and administration
agreements are deemed to be terminated as a result of an
"assignment," and the Company or the Company's subsidiaries are
unable to enter into new distribution and administration
agreements, the assignments could have a materially adverse effect
on the Company's business. See "Regulations--Regulation of the
Company's Business."
Regulatory Penalties for Failure to Maintain Minimum Net Capital
Requirements. The SEC's Net Capital Rule imposes minimum
financial requirements for broker/dealers. The Net Capital Rule
places limits on certain of ND Capital and Ranson Capital
operations, such as underwriting activities, market-making and
other principal trading activities. A decrease below minimum net
capital required for ND Capital and Ranson Capital could force such
broker/dealers to suspend activities pending recovery of net
capital. Factors which affect ND Capital and Ranson Capitals net
capital include the general investment climate as well as the
ability of the Company to obtain any assets necessary to contribute
equity capital to its wholly-owned subsidiaries. Although both ND
Capital and Ranson Capital currently have sufficient net capital,
should the Company's liquidity be impaired substantially as a
result of any factor, including potential demands for cash created
by the rescission offer, and additional net capital become
necessary, the continued operation of ND Capital and/or Ranson
Capital could be restricted or suspended. See "Regulations--Net
Capital."
Absence of Public Market. Prior to this offering there has been
no public market for the Company's securities. There can be no
assurance that a market will develop at the conclusion of the
offering or that if
<PAGE>
developed, it will be sustained. Purchasers of
the securities, therefore, may have difficulties in selling their
securities should they desire to do so.
Risks of Low Priced Stocks. There is currently no public market
for the Company's Common Stock. After completion of this offer,
the Company intends to file an application for quotation on the
NASDAQ Small Cap Market. There can be no assurance that the NASDAQ
will approve the Company's application.
A summary of the financial requirements for initial quotation on
the NASDAQ Small Cap Market, and maintenance of such quotation,
follow:
<TABLE>
<CAPTION>
Attribute Initial Quotation Maintenance
<S> <C> <C>
Total Assets $4,000,000 $2,000,000
Total Stockholders Equity $2,000,000 $1,000,000
Registration Under Section 12(g)
of the Securities Exchange
Act of 1934 or Equivalent Yes Yes
Public Float (Shares) 1,000,000 1,000,000
Market Value of Public Float $1,000,000 $ 200,000
Stockholders 300 300
Minimum Bid Price $3.00 $1.00
Number of Market Makers 2 2
</TABLE>
Presently, the Company meets all of the requirements with the
exception that since the Company's Common Stock had not previously
been registered under the 1933 Act and, therefore, is not currently
traded, there are no market makers, no bid price, and no public
float. No assurance can be made that a market will develop for the
Company's stock, that the minimum bid price will be met, or that
the Company will continue to meet the other requirements of
quotation. Until such time as the Company's application is
approved and the Common Stock is quoted on the NASDAQ's Small Cap
Market, trading in the Common Stock, should a market develop, would
be conducted in the over-the-counter market in the so-called "pink
sheets" or the NASD's "Electronic Bulletin Board."
In the absence of a security being quoted on NASDAQ, or the Company
otherwise qualifying for exclusion from penny stock restrictions,
trading in the Common Stock is covered by Rule 15g-2 through 15g-9
promulgated under the Securities Exchange Act of 1934 for non-NASDAQ
and non-exchange listed securities. Generally, penny stock
is a security that is priced under five dollars, is not traded on
a national stock exchange and/or that has under $2 million in net
tangible assets and has not been in business for at least three
years.
Under the rules regarding penny stocks, a broker/dealer must
furnish customers substantial disclosure and formal written notice
prescribed by the Securities and Exchange Commission in connection
with the sale of a penny stock. The disclosures must be furnished
to the customer orally prior to any sale and in writing promptly
regarding bid and offer price quotes for the penny stock, the
brokerage firm's compensation, compensation received by the
brokerage firm's salesperson, and the written form required by the
Securities and Exchange Commission entitled "Important Information
on Penny Stocks." This document contains cautionary language
regarding penny stocks and the manner in which they are purchased.
In addition, a broker/dealer must qualify a customer for purchase
of penny stock if the customer is not an established customer.
Furthermore, a broker/dealer must approve a customer's account for
transactions in penny stocks by, among other things, reasonably
determining whether the purchase of penny stock is suitable for the
customer and obtaining the customer's signed agreement to the
transaction(s).
If the Company's securities are subject to the existing rules on
penny stocks, the market liquidity for the Company's securities can
be expected to be severely affected by limiting the ability of
broker/dealers to sell the Company's securities and the ability of
purchasers in this offering to sell their securities in the
secondary market. Consequently, an investor may find it more
difficult to dispose of, or to obtain accurate quotations as to the
price of the Company's Common Stock than if it were listed on
NASDAQ Small Cap Market or National Market System.
<PAGE>
Sensitivity to Changes in Market Conditions. The Company's
revenues, like those of other firms in the fund management and
mutual fund brokerage industry, are directly related to
fluctuations in quantity of investment in mutual funds and price
levels of funds under management. A significant portion of the
Company's earnings are generated from fees based on the average
daily market value of the assets the Company administers for its
clients. A rapid change in interest rates or a sudden decline in
the bond markets could influence an investor's decision whether to
invest or maintain an investment in a bond based mutual fund. As
a result, fluctuations may occur in assets which the Company has
under administration due to changes in interest rates and other
investment considerations. A significant investor trend seeking
alternatives to mutual fund investments could have a negative
impact on the Company's revenues by reducing the assets it
administers. From time to time, the Company has waived, and in the
future for competitive reasons, may waive certain fees normally
charged to mutual funds to which it provides services.
Economic Business Risks Outside the Company's Control. The
Company's mutual fund management business is subject to various
risks and contingencies, many of which are beyond the ability of
the Company to control. These risks include economic conditions
generally and in particular those affecting bond and securities
markets, interest rates, discretionary income available for
investment; customer inability to meet payment or delivery
commitments; customer fraud; and employee misconduct and errors.
Existing and Potential Competition. The Company encounters
intense competition in all aspects of its business and competes
directly with many other securities firms and mutual fund managers,
a significant number of which offer their customers a more
extensive range of financial services, have substantially greater
financial resources and may have greater operating efficiencies.
While it is not possible to predict the type and extent of
competitive services which banks and other institutions ultimately
may offer to customers, the Company may be adversely affected to
the extent those services are offered on a large scale. See
"Business--Competition."
Potential Bank Competition. The Glass-Steagall Act, among other
things, prohibits banks from engaging in the underwriting, public
sale or principal distribution of and dealing in securities. Bank
holding companies (either directly or through their bank or non-bank
subsidiaries), however, are generally permitted to purchase
and sell securities, as agent, upon the order and for the account
of their customers. Federal bank regulatory agencies, including
the Office of the Comptroller of the Currency (the "OCC"), have by
regulatory interpretations, allowed banks to provide a wide variety
of services to mutual funds, including investment advisory,
administration, shareholder servicing, custodial and transfer
agency services. If current restrictions under the Glass-Steagall
Act were relaxed and banks were authorized to organize, sponsor and
distribute shares of an investment company, it is possible that
national, regional or local banks would consider the possibility of
performing some or all of the services presently provided by the
Company. Should such an event occur, it could have a material
adverse impact on the Company's business operations. See
"Business--Competition."
THE RESCISSION OFFER
Between September 1, 1992 and March 9, 1995, 4,859,207 shares of
the Company's no par Common Stock were issued to persons
unaffiliated with the Company. Such offering was intended to be a
North Dakota intrastate placement exempt from registration,
however, under federal securities laws, the exemption may be
unavailable, thus requiring registration.
The Company, therefore, is registering Common Stock for re-offer
and re-sale in connection with rescission of the unregistered
Common Stock. A purchaser who purchased between September 1, 1992
and March 9, 1995 (Common Stock totaling 4,859,207) is offered the
option of electing to revoke his ownership of the Company and
receive from the Company such purchaser's cash paid for the
unregistered Common Stock, plus accrued interest at the legal rate
in the state of purchase, or rescind the original purchase and
receive registered Common Stock offered hereby on a one share for
one share basis. A maximum of 4,859,207 Common Stock in rescission
is offered. The Common Stock offered are identical to the
unregistered shares except that the registered shares are
registered pursuant to the 1933 Securities Act. The rescission
offer will remain open for 30 days following the effective date of
the registration statement, which is the date of this Prospectus or
thirty (30) days from your receipt of this prospectus whichever is
later. Purchasers who do not respond within the time period will
be deemed to have
<PAGE>
elected to reject cash rescission and rescind the
purchase of previously issued unregistered Common Stock and receive
newly registered Common Stock.
The original sale of Common Stock may not have been in compliance
with the registration provisions of the federal securities laws and
any holder of such unregistered Common Stock, notwithstanding such
holders electing to receive the registered Common Stock or electing
to take cash, may have a right to rescind such sale. Section 5(a)
of the Securities Act of 1933 requires that a registration
statement pursuant to the requirements set forth in Section 6 of
the Securities Act of 1933 be filed with the U.S. Securities and
Exchange Commission (the "SEC") and in effect prior to offers or
sales of a security. The Company relied upon the "intrastate"
exemption provided by Section 3(11) of the Securities Act of 1933
and the North Dakota exemption from registration provided by NDCC
10-04-05(13) for securities issued by a venture capital corporation
organized under Chapter 10-30.1 in making sales of its Common
Stock. A North Dakota "venture capital corporation" is (i) a
corporation that is organized to raise funds to be used to make
investments in, and provide financing to, qualified entities in a
manner that will encourage capital investment in the state,
encourage the establishment or expansion of business and industry,
provide additional jobs within the state, and encourage research
and development activities in the state. A qualified entity must
be (i) a small business concern as defined under Public Law No. 85-536,
paragraph 2[3], 72 Stat. 384; 15 U.S.C. 632, as amended; (ii) a
business which through a process employing knowledge and labor adds
value to a product for resale; and (iii) a corporation that has its
principal office in this state and is primarily doing business
within North Dakota. As a result of sales to eleven persons
between May 28, 1991 and July 5, 1994 that SEC and NASD examiners
consider to be nonresidents of North Dakota, the exemption from
registration required by SEC 5(a) of the 1933 Act may not be
available, thereby creating potential liability to the Company
under federal securities laws. The Company does not believe that
sales to nonresidents of North Dakota effects its exemption from
registration with the North Dakota Securities Commission. Federal
law claims may be brought by investors for up to three years after
the date of the offer of the unregistered Common Stock.
Although compliance with the requirements of the applicable state
rescission may bar future state claims, acceptance or rejection of
the offer of rescission may not bar holders from asserting any
claims against the Company for alleged violations of Federal
Securities Laws. Contingent liability of the Company may not
necessarily be eliminated by making the Rescission Offer. Assuming
all shareholders offered cash rescission accepted cash rescission
and elected to receive cash, liability would total approximately
$9,600,000 including interest. There is no provision under federal
regulations providing protection exemption to the Company from
liability to purchasers of unregistered securities as a result of
a rescission offer.
NASD examiners provided the Company with the following purchase
transactions of the Company's Common Stock with nonresidents of the
State of North Dakota between May 28, 1991 and July 5, 1994:
California - 1,052 shares; Colorado - 30,315 shares; Minnesota -
6,000 shares; Nebraska - 14,118 shares; North Carolina - 6,600
shares; Washington - 22,500 shares; Montana - 27,183 shares; New
Jersey - 16,830 shares; and Canada - 10,000 shares. Excerpts of
state regulations with respect to rescission of securities
transactions in the applicable states follow.
The California "Rescission Statute" (Sec. 25507) states:
No buyer may commence an action if, before suit is commenced,
such buyer shall have received a written offer approved as to form
by the commissioner (1) stating the respect in which liability
under such section may have arisen, (2) offering to repurchase the
security for a cash price payable upon delivery of the security or
offering to pay the buyer an amount in cash equal to rescind the
transaction by putting the parties back in the same position as
before the transaction (legal rate of interest is 9%), (3)
providing that such offer may be accepted by the buyer at any time
within a specified period of not less than 30 days after the date
of receipt thereof unless rejected earlier during such period by
the buyer.
The statute of limitations for a purchaser of securities to bring
suit for failure of the issuer to register securities in California
is two years after the contract of sale. Purchasers bringing legal
actions related to prohibited sales practices, anti-fraud or
disclosure requirements are allowed a maximum of four years after
the transaction (or one year after discovery of the violations) to
file legal action.
<PAGE>
The Colorado "Rescission Statute" (Sec. 11-51-604) states:
No buyer may sue under this section:
If the buyer received a written rescission offer, before suit
and at a time when the buyer owned the security, to refund the
consideration paid together with interest at the statutory rate (8%
compounded annually) from the date of payment, less the amount of
any income received on the security, and the buyer failed to accept
the offer within thirty days of its receipt.
The statute of limitations for a purchaser of securities to bring
suit for failure of the issuer to register securities in Colorado
is two years after the contract of sale. Purchasers bringing legal
actions related to prohibited sales practices, anti-fraud or
disclosure requirements are allowed a maximum of five years after
the transaction (or three years after discovery of the violations)
to file legal action.
The Minnesota "Rescission Statute" (Sec. 80A.23.) states:
No purchaser may commence an action if, before suit is
commenced, the purchaser has received a written offer to repurchase
the security for cash payable on delivery of the security equal to
the consideration paid, together with interest at the legal rate
(6%) from the date of payment, less the amount of any income
received thereon.
The statute of limitations for a purchaser of securities to bring
suit for failure of the issuer to register securities in Minnesota
is three years after the contract of sale. Purchasers bringing
legal actions related to prohibited sales practices, anti-fraud or
disclosure requirements are allowed a maximum of three years after
the transaction to file legal action.
The Nebraska "Rescission Statute" (Sec. 8-1118) states:
No person may sue if the buyer received a written offer, before
suit and at a time when he owned the security, to refund the
consideration paid together with interest at six percent per annum
from the date of payment.
The statute of limitations for a purchaser of securities to bring
suit for failure of the issuer to register securities in Nebraska
is two years after the contract of sale. Purchasers bringing legal
actions related to prohibited sales practices, anti-fraud or
disclosure requirements are allowed a maximum of two years after
the transaction to file legal action.
The North Carolina "Rescission Statute" (Sec. 78A-56) states:
No purchaser may sue if, before the suit is commenced, the
purchaser has received a written offer stating the respect in which
liability under this section may have arisen and fairly advising
the purchaser of his rights; offering to repurchase the security
for cash payable on delivery of the security equal to the
consideration paid, together with interest at the legal rate (8%)
as provided by G.S. 24-1 from the date of payment, less the amount
of any income received on the security.
The statute of limitations for a purchaser of securities to bring
suit for failure of the issuer to register securities in North
Carolina is two years after the contract of sale. Purchasers
bringing legal actions related to prohibited sales practices, anti-fraud
or disclosure requirements are allowed a maximum of two years
after the transaction to file legal action.
The Washington "Rescission Statute" (Sec. 21.20.430) states:
No person may sue if the buyer or seller receives a written
rescission offer, which has been passed upon by the director before
suit and at a time when he or she owned the security, to refund the
consideration paid together with interest at eight percent per
annum from the date of payment, less the amount of any income
received on the security in the case of a buyer, or plus the amount
of income received on the security in the case of a seller.
<PAGE>
The statute of limitations for a purchaser of securities to bring
suit for failure of the issuer to register securities in Washington
is three years after the contract of sale. Purchasers bringing
legal actions related to prohibited sales practices, anti-fraud or
disclosure requirements are allowed a maximum of three years after
discovery or when discovery would have occurred under reasonable
diligence.
The Montana "Rescission Statute" (Sec. 30-10-307) states:
No person shall sue if the buyer has received a written offer,
at a time when he owned the security, to refund the consideration
paid, together with interest at 10% per annum from the date of
payment, less the amount of any income received on the security and
he failed to accept the offer within 30 days of its receipt.
The statute of limitations for a purchaser of securities to bring
suit for failure of the issuer to register securities in Montana is
two years after the contract of sale. Purchasers bringing legal
actions related to prohibited sales practices, anti-fraud or
disclosure requirements are allowed a maximum of five years after
the transaction to file legal action.
The New Jersey "Rescission Statute" (Sec. 49:3-71) states:
No person may sue if the buyer received a written offer, before
suit and at a time when he owned the security, to refund the
consideration paid together with interest at 12% per year from the
date of payment, less the amount of any income received on the
security, and he failed to accept the offer within 30 days of its
receipt.
The statute of limitations for a purchaser of securities to bring
suit for failure of the issuer to register securities in New Jersey
is two years after the contract of sale. Purchasers bringing legal
actions related to prohibited sales practices, anti-fraud or
disclosure requirements are allowed a maximum of two years after
the transaction to file legal action.
The North Dakota "Rescission Statute" (Sec. 10-04-17) states:
No purchaser shall claim or have the benefit of this section
(North Dakota Securities Statutes) if he shall have refused or
failed to accept, within thirty days from the date of such offer,
an offer in writing of the seller to take back the securities in
question and to refund the full amount paid by such purchaser,
together with interest on such amount for the period from the date
of payment by such purchaser down to the date of repayment, such
interest to be computed at the legal rate specified in section
47-14-05 (6%), less the amount of any income received on the
securities.
The statute of limitations for a purchaser of securities to bring
suit for failure of the issuer to register securities in North
Dakota is five years after the contract of sale. Purchasers
bringing legal actions related to prohibited sales practices, anti-fraud
or disclosure requirements are allowed a maximum of five
years after the transaction (or one year after discovery of the
violations) to file legal action.
The Company believes it is exempt from North Dakota securities
registration requirements pursuant to NDCC 10-04-05(13).
The Share Exchange Rescission Offer Option
The Company is registering Common Stock for re-offer and re-sale in
connection with rescission of the unregistered Common Stock. A
maximum of 4,859,207 Common Stock in rescission is offered. The
Common Stock offered are identical to the unregistered shares
except that the registered shares are registered pursuant to the
1933 Securities Act. All shareholders (with the exception of
affiliates) who purchased between September 1, 1992 and March 9,
1995 are, by this prospectus, offered the opportunity to exchange
their Common Stock for registered shares on a one for one basis.
The rescission offer will remain open for 30 days following the
effective date of the registration statement, which is the date of
this Prospectus or thirty days from your receipt of this
prospectus,
<PAGE>
whichever is later. Purchasers who do not respond
within the time period will be deemed to have elected to receive
registered Common Stock.
The Cash Rescission Option
A purchaser who purchased Common Stock between September 1, 1992
and March 9, 1995 (Common Stock totaling 4,859,207) is offered the
option of electing to receive from the Company such purchaser's
cash paid for the unregistered Common Stock, plus accrued interest
at the legal rate in the state of purchase, or rescind the original
purchase and receive registered Common Stock offered hereby on a
one share for one share basis. The rescission offer will remain
open for 30 days following the effective date of the registration
statement, which is the date of this Prospectus or thirty days from
your receipt of this prospectus, whichever is later. Purchasers
who do not respond within the time period will be deemed to have
elected to reject cash rescission and to rescind the purchase of
previously issued unregistered Common Stock and receive registered
Common Stock.
FUNDING SOURCES FOR RESCISSION
Assuming all shareholders offered cash rescission by this
prospectus elected cash rescission and elected to receive cash,
liability to the Company would total approximately $9,600,000. The
Company does not have liquid assets sufficient to fund such an
amount. Current assets (in excess of accrued payables and
necessary working capital) of approximately $600,000 could
potentially be utilized to fund the cash rescission. Any further
cash rescissions would require the Company to borrow funds. The
Company has a current unused credit line of $500,000. Further
borrowing of $8,500,000 could potentially be required. Management
believes that as much as $8,500,000 in additional funds could be
borrowed if necessary, however, no assurances can be made that such
amount could be borrowed. Interest costs on borrowed amounts and
debt service on any such loan would also significantly adversely
effect future cash flow, liquidity and potential income.
If the rescission offer is partially (to material degree) or
completely accepted the liquidity of the Company would be
substantially impaired. Future growth and expansion would also be
impaired since liquid assets and borrowing capacity would be
unavailable for expansion. Additionally, if the Company is
required to borrow funds, significant earnings would be offset by
interest payments and cash flow from operations would be utilized
for debt service rather than uses beneficial to the Company's
growth.
FEDERAL INCOME TAX CONSEQUENCES
Shareholders who elect cash rescission and receive their original
purchase price plus interest thereon will have taxable interest
income under United States Federal Income Tax regulations to the
extent of interest received. Shareholders who elect to exchange
unregistered stock for registered stock will not recognize gain or
loss under United States Federal Income Tax regulations.
CAPITALIZATION
The following table sets forth the capitalization of the Company at
December 31, 1994 and December 31, 1995.
<TABLE>
<CAPTION>
December 31, December 31,
1994 1995
<S> <C> <C>
Common Stockholders equity:
20,000,000 shares No Par Common Stock authorized,
issued and outstanding: 7,997,313 and 8,191,751
respectively 10,322,387 10,760,074
Unrealized Gain (Loss) on Securities for Sale (125,272) 21,900
Retained earnings (accumulated deficit) (1,298,487) (1,671,548)
Total Common Stockholders' equity 8,898,628 9,110,426
Total capitalization 8,898,628 9,110,426
</TABLE>
<PAGE>
DIVIDEND POLICY
The Company does not anticipate paying any dividends on its Common
Stock in the foreseeable future. The Company intends to retain its
earnings to provide funds for the expansion of its business. The
Company's future policy with respect to dividends on the Common
Stock will be determined by the Board of Directors based upon
conditions then existing, including the Company's earnings and
financial condition, capital requirements and other relevant
factors. See "Description of Capital Stock" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Prior to acquisition of The Ranson Company, Inc. and Ranson Capital
Corporation, which occurred on January 5, 1996, the Company had
three wholly-owned subsidiaries through which it conducted its
operation. The three subsidiaries, all North Dakota corporations,
are ND Money Management, Inc., ND Capital, Inc., and ND Resources,
Inc. The Company (through its subsidiaries) markets, manages and
acts as transfer agent for the investment portfolios of mutual fund
entities affiliated with the Company. Percentage fees are based on
total assets of each fund managed.
The Company had fifteen full time employees as of December 31,
1995. With the acquisition of The Ranson Company, Inc. on January
5, 1996, three additional employees (retained employees of Ranson
Capital Corporation) were added.
The Company and its subsidiaries have an affiliation with the ND
Tax-Free Fund, Inc., the ND Insured Income Fund, Inc., the Montana
Tax-Free Fund, Inc., the South Dakota Tax-Free Fund, Inc. and the
Integrity Fund of Funds, Inc. ND Capital, Inc. (a subsidiary)
received $421,182 (100%) of its 1995 revenue and $313,717 (100%) of
its 1994 revenue from fees related to the operations of these
funds. ND Capital, Inc. reported commissions of $78,014 in 1995
and $53,052 in 1994. These commission figures represent
approximately 6% of Company's 1995 revenues and less than 5% of the
Company's 1994 revenues. ND Money Management, Inc. (a subsidiary)
received $693,429 (100%) of its 1995 revenue and $571,254 (100%) of
its 1994 revenue from fees related to the operation of the funds.
ND Resources, Inc. (a subsidiary) received $167,346 in 1995 and
$105,424 in 1994, 100% of its revenues from fees related to
transfer services for these funds. The Company, as well as various
subsidiaries, holds an investment in one or more of the Funds.
These investments produced $59,244 and $71,708 in dividend income
for 1995 and 1994, respectively. Because of the nature of these
relationships, the Company and its subsidiaries are economically
dependent on the Funds for a majority of its current revenue.
Since the Company's inception in 1987, revenues and assets under
administration have grown in each year. The Company's revenues
(exclusive of "other income") have grown from $61,927 in fiscal 1990
to $1,405,316 in fiscal 1995 as average assets under administration
have grown from $15 million during fiscal 1990 to $120 million
during fiscal 1995.
As a result of the acquisition of The Ranson Company, Inc.,
completed on January 5, 1996, the Company is also the manager of
three additional funds, called the "Ranson Managed Portfolios."
Ranson Capital Corporation, a NASD member broker/dealer and the
investment advisor and manager for the three "Ranson Managed
Portfolios": the Kansas Municipal Fund, Kansas Insured
Intermediate Fund and the Nebraska Municipal Fund, is a subsidiary
of The Ranson Company (and now the Company). Ranson Capital
Corporation, as a wholly-owned subsidiary of the Company, continues
to act as the investment adviser and manager for the Ranson Managed
Portfolios. The Ranson Managed Portfolios provided an additional
managed asset base of approximately $184,000,000. As a result,
total assets managed by the Company now total in excess of
$320,000,000. The Company's largest expense category is
compensation and benefits. Included within this category are all
compensation-related costs
<PAGE>
(payroll, benefits, bonuses) for the
Company's entire staff as well as commissions paid to its sales
group. Although this expense has increased in the past due to the
establishment and expansion of the Company's marketing efforts, the
Company believes compensation expense should decrease over time as
a percentage of revenues, as the Company's asset base and revenues
derived therefrom expand to more efficiently utilize the Company's
capacity. Other operating expenses include facilities, legal and
accounting, consulting, communication expenses, registration
expenses and others. Other operating expenses are more fixed in
nature and should decrease, over time, as a percentage of revenues.
Expenses and losses recognized as a percentage of operating
revenues and other income have decreased for each full fiscal year
since the Company's inception. The Company has benefited from its
growth in that expenses have not increased at the same rate as
revenues due to economics of scale. Because the Company has
increased its personnel to meet the growth of its funds, the
Company's largest expense category has been employee compensation
and benefits. The Company started with two employees in 1987 and
had 15 employees as of December 31, 1995. Management of the Ranson
Managed Portfolios, acquired through the purchase of The Ranson
Company, Inc., required retaining only three of Ranson Capital
Company's employees. All other duties relating to management of
the Ranson Managed Portfolios were assumed by existing Company
employees. The Company expects its pre-tax margins to
increase over time as its revenues and assets under administration
grow more rapidly than expenses. Despite increases in compensation
and marketing expenses in each period, the fixed components of
total operating expenses remained relatively constant.
The Company's basic source of income is from investment advisory
and management services provided to affiliated mutual funds. Fees
are based upon a percentage of total funds under management.
Management's plans for generating operating profits in the future
through continued growth and expansion of the five original Funds
rely upon bringing affiliated mutual fund assets under its
management.
As a method of attracting investment in the three tax-free funds
mentioned above, the Company does not charge a front-end commission
to purchasers of the mutual funds. To bring funds under its
management, commission fees must be paid to brokers who sell the
"deferred load" mutual funds. These fees are the Company's cost of
bringing assets under its management. Since there is no front-end
sales charge on investments in these funds, the commissions paid to
brokers for selling the funds are recorded as deferred costs and
carried in the "Other Assets" section of the balance sheet. As of
December 31, 1995 these costs are carried as an asset on the books
of the Company in the amount of $2,840,238. These costs of
bringing assets under management are amortized to expense based on
the established deferred sales charge rates for redemption of
investments in these funds.
Because the Company absorbs the cost of paying the current cost of
brokerage fees, during periods of expansion of the deferred load
mutual funds (such as occurred during the past three years)
substantially more cash is expended in paying the brokerage costs
to distribute the deferred load funds than is reported as expense
from amortization of the "deferred sales costs" account to which
such costs are capitalized. In the year ended 1995, $826,131 of
such brokerage fees were incurred and capitalized as "deferred
sales costs." In the same period, $808,286 of "deferred sales costs
recognized" was reported as an expense for 1995. This expense
resulted from the amortization of deferred sales costs capitalized
in previous years. Expensing, through amortization, of deferred
sales costs in any given year will not normally equal the amount
actually spent and capitalized to deferred sales costs in that same
year. In 1994, $874,673 of deferred sales costs was
capitalized while only $549,835 in amortization of deferred sales
costs were recognized as expense. As a result of this method of
reporting brokerage fees paid by the Company related to the
deferred load funds, reported financial information may not be
necessarily indicative of future operating results or of future
financial condition.
Operating Data
Revenues By Source
The five Funds managed by the Company constitutes a material part
of Company's consolidated revenues.
<PAGE>
The following table sets forth the amount and percentage of
revenues and other income from each principal source in the periods
indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------
1995 1994 1993
------------------- ---------------- ----------------
Amount Percent Amount Percent Amount Percent
---------- ------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 314,253 20% 195,130 15% $41,317 4%
Fee Income 1,327,302 84% 1,077,089 85% 813,402 89%
Commissions 78,014 5% 53,062 4% 52,353 5%
</TABLE>
The following table sets forth, for the periods indicated, selected
financial information expressed as a percentage of total revenues
and other income:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1993 1994 1995
____ ____ ____
<S> <C> <C> <C>
Revenues and other Income 100% 100% 100%
Expenses and Losses Recognized
Compensation and benefits 49% 47% 46%
General and Administrative 44% 34% 33%
Other 44% 55% 55%
Total expenses 137% 136% 134%
Loss before income tax benefit and cumulative
effect adjustment (37%) (36%) (34%)
Deferred income tax benefit 15% 16% 10%
Loss before effect of a change in accounting principle (22%) (20%) (24%)
Cumulative effect on prior years of accounting change 59% - -
____ ____ ____
Net Income 37% (20%) (24%)
==== ==== ====
</TABLE>
The following table sets forth, for the periods indicated, certain
operating data and the percentage change in such period of such
operating data derived from "Selected Consolidated Financial Data"
compared to the same period in the prior year period. There can be
no assurances that these trends will continue in the future.
<TABLE>
<CAPTION>
Percentage Increase
Year Ended December 31,
-----------------------
Year Ended December 31, 1993 1994 1995
-------------------------------- over over over
1993 1994 1995 1992 1993 1994
-------- --------- --------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues $865,755 1,130,151 1,405,316 66% 30% 24%
Average assets under
administration
(in millions) $93 110 120 48% 18% 9%
Number of Funds 3 5 5
</TABLE>
Results of Operations
Twelve Months ended December 31, 1995 compared to twelve months
ended December 31, 1994. 1995 provided substantial growth in
revenues and continuing maturity of the Company. 1995 also marked
a renewed emphasis upon the acquisition in the Company's growth
strategy.
Total operating revenues for the twelve months ended December 31,
1995 were $1,405,316 representing a 24% increase from the
$1,130,151 for the comparable period of 1994. Fee revenues were
$1,327,302 in January
<PAGE>
through September of 1995; (94% of operating
revenues) as compared to $1,077,089 for the twelve months of 1994
(94% of operating revenue), representing a 24% increase over the
previous period. Commission income totaled $78,014 and $53,052 for
the twelve months ended December 31, 1995 and 1994, respectively,
a $24,952 (47%) increase between periods. The increase in
management fee revenues in the calendar year of 1995 from the same
period in 1994 can be directly attributed to the growth of the
Funds upon which the fees are based.
Operating expenses for the year ended December 31, 1995 increased
24% from the same period of 1994 from $1,704,251 to $2,117,446.
Compensation and benefits at $616,773 and $725,902, respectively,
comprise 36% and 34%, of total expenses for the 1994 and 1995
twelve month periods. Compensation and benefits expenses increased
18% as compared to the same period of 1994. The expansion of the
family of Funds and past accumulations of funds under management
also resulted in other expenses increasing over the previous year.
The most significant expense item is "deferred sales costs
recognized." During the year ended December 31, 1995 the expense
was $808,286 compared to $549,835 for the same period of 1994.
This "non-cash" expense is a result of commissions on sales of
mutual funds paid by the Company in prior years in order to offer
no front-end load funds to mutual fund customers. Sales
commissions paid to brokers by ND Capital, Inc. (a subsidiary) in
connection with the sale of shares in the Funds (ND Tax-Free Fund,
Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-Free Fund, Inc.
and Integrity Fund of Funds, Inc.,) are capitalized and amortized
over five years. This approximates the period of time during which
deferred sales commissions may be recovered from contingent
deferred sales charges collected from redemptions by shareholders
of the deferred load funds.
The maximum contingent deferred sales charge ("charge") which may
be assessed upon redemptions of shares is 4%. A charge is assessed
against shares which are redeemed within the first five years of
their purchase. The charge varies from a maximum of 4% for shares
which are redeemed within the first two years, down to 1% for
shares redeemed within the fifth year, after which no further
charge is assessed, in accordance with the following schedule:
Year of Purchase 1 2 3 4 5 6 & Following
Contingent Deferred Sales Charge 4% 4% 3% 2% 1% 0
These redemption fee calculations are based upon the lesser of the
original purchase price of the customer's shares or the value of
the shares on the day of redemption. In the event a redeeming
customer's investment has increased in value at the time of
redemption, the redemption fee will be based upon the original
purchase price. If a redeeming customer's investment has decreased
in value, the redemption fee will be based upon the current value
of the customer's investment on the day of redemption. In the
event that a redeeming customer's investment has declined in value
from the original purchase price, the Registrant's redemption fee,
which, is in such instance, based upon the current value, will be
proportionally less than the Registrant would have received if the
value of the customers investment had remained constant or
increased in value.
Redemption fees earned by the Registrant were $42,436 in 1993,
$61,346 in 1994 and $122,018 in 1995.
To best match the contingent deferred sales charge schedule,
deferred sales costs are amortized to expense using the following
schedule:
After year Rate
1 0%
2 25%
3 25%
4 25%
5 25%
100%
Registrant recorded "other income" income from interest and
dividends of $314,253 in the year ended December 31, 1995 compared
to $195,130 in the same period of 1994. Investment related losses
reduced the 1995 period's "other income" to $176,669 compared to
$96,724 in 1994.
<PAGE>
As a result of these factors, the Registrant reported a net loss
before income tax benefit and cumulative effect adjustment of
$535,461 for the year ended December 31, 1995 versus a net loss of
$477,346 for the comparable period of 1994.
The Company places available cash in interest bearing demand money
market accounts, U.S. Treasury Bonds, local government bonds and
mutual fund investments. As of December 31, 1995, the Company's
cash and cash equivalents totaled $4,894,838 ($4,199 in checking,
$4,890,639 in Dean Witter Money Market Accounts). Investment
Securities consisted of a $301,000 investment in mutual fund shares
($322,900 estimated market value).
Effect of Acquisition of The Ranson Company, Inc.:
Based upon pro forma information compiled to relate back the effect
of the acquisition of The Ranson Company, Inc. on January 5, 1996,
to the twelve month period ended December 31, 1995, revenues for
the twelve month period would increase approximately $771,657 while
operating expenses would increase approximately $512,803 before
amortization expense related to the acquisition, which amortization
expense would have increased $363,300, all directly as a result of
the acquisition of The Ranson Company, Inc. Additionally, deferred
income tax benefit is reduced by approximately $100,000.
The mutual fund securities and management advisory business is
subject to various inherent risks and contingencies, many of which
are beyond the Company's ability to control. The Company's
revenues, like those of other firms in the securities fund
management industry, are directly related to the amount and
stability of funds under management. Variations in amounts of
investment assets under management are the result of local,
regional, national and international economic, regulatory and
political conditions; broad trends in business and finance; and
interest rate fluctuations.
Twelve Months ended December 31, 1994 compared to twelve months
ended December 31, 1993.
1994 was a year of positive growth and development as the Company
greatly expanded its invested equity base and matured as an
operating entity. Assets under management increased $17,000,000,
reaching $110,000,000 by July 1, 1994.
Total operating revenues for the 12 months ended December 31, 1994
were $1,130,151 representing a 31% increase from the $865,755 for
the comparable period of 1993. Fee revenues were $1,077,089 in
1994; (95% of operating revenues) as compared to $813,402 for the
12 months of 1993 (94% of operating revenue), representing an 32%
increase over the previous year. Commission income totaled $53,062
and $52,353 for the 12 months ended December 31, 1994 and 1993,
respectively, an insignificant 1% increase between periods.
The increase in management fee revenues from 1993 can be directly
attributed to the growth of the Funds together with management's
policy of continuing expansion of Company's mutual fund family. In
early 1994, the South Dakota Tax-Free Fund was introduced and by
year's end a new fund, Integrity Fund of Funds, Inc., was ready for
market. A three-fold benefit can be realized on organization of
new mutual funds; first, in certain conditions, initial fees and
commissions can be generated upon the successful organization and
distribution of an offering by the Company's broker/dealer
subsidiary; second and more important, there are substantial
management fees generated from operation and management of the fund
assets by the Company's Investment Advisor subsidiary.
Additionally, transfer fees and clerical fees are generated in the
transfer agent subsidiary.
Operating expenses for the 12 months ended December 31, 1994
increased 38% from the same period of 1993 from $1,239,151 to
$1,704,251. Compensation and benefits at $444,248 and $616,773
respectively, comprise 36%, of total expenses for both the 1993 and
1994 periods. Compensation and benefits expenses increased 39% as
compared to the same period of 1993, consistent with a similar
increase in management fees revenue.
<PAGE>
Compensation and benefits include salaries and wages as well as
commissions paid to associated registered representatives. In
order to accommodate the increase in operational activities, two
additional employees were added in 1994, increasing the number of
employees from 13 to 15. Total salaries increased $117,466. This
increase was attributable to the two additional employees and
raises for existing employees in compensation of increased
responsibility and workload. Commissions paid to registered
representatives increased $55,059, this expense partially relates
to annual commission payments to registered representatives based
upon average net asset values of funds under management. Total
remuneration to Officers and Directors of the Company dropped
slightly from $235,764 in 1993 to $233,911 in 1994. As management
fee income increases as a result of volume increases in funds under
management, compensation and benefits expense increase in order to
provide services to the higher volume of funds.
The expansion of the family of Funds and past accumulations of
funds under management also resulted in other expenses increasing
over the previous year. The most significant expense item is
"deferred sales costs recognized." The 1994 expense was $549,835
compared to $318,425 for 1993.
As a result of the large increase in invested equity by the
Company's shareholders, the Company recorded "other income" from
interests and dividends of $195,130 in 1994 compared to $41,317 in
1993. Investment related losses reduced 1994's "other income" to
$96,724 compared to $34,741 in 1993.
As a result of these factors, the Company reported a net loss
before income tax benefit and cumulative effect adjustment of
$477,376 for the 12 months ended December 31, 1994 versus a net
loss of $338,655 for the comparable period of 1993.
Twelve Months ended December 31, 1993 compared to twelve months
ended December 31, 1992.
1993 represented a tremendous year of growth for the Company.
Total revenues for the 12 months ended December 31, 1993 were
$865,755 representing a 66% increase from the $520,520 for the
comparable period of 1992. Management fee revenues were $813,402
in the 12 months of 1993; (94% of total revenues) as compared to
$491,467 for the 12 months of 1992 (94% of total revenue),
representing an 66% increase over the previous year. Commission
income totaled $52,353 and $29,053 for the 12 months ended December
31, 1993 and 1992, respectively, an 80% increase between periods.
The increase in management fee and commission revenues from 1993 is
directly attributed to growth of the mutual funds under management.
Assets under management increased 48% over the previous year to
$93,000,000. The Montana Tax-Free Fund opened in August, 1993,
adding an additional source of mutual funds assets under the
Company's management.
Expenses for the twelve months ended December 31, 1993 increased
38% from the same period of 1992 from $900,171 to $1,239,151.
Compensation and benefits expense increased moderately from 1992 to
1993 at $375,019 and $444,248 respectively, comprising 42% and 36%,
of total expenses for the 1992 and 1993 periods.
The continuing growth of the family of funds also resulted in other
expenses increasing over the previous year. The largest expense,
"deferred sales costs recognized," amortizes prior years capitalized
costs of absorbing the cost of paying broker commissions rather
than passing the commissions on to the mutual fund purchasers in
order to offer deferred front-end load mutual funds.
Other income (income from investments and interest) is reported at
a gain of $34,741 in 1993 compared to a loss of $49,979 in 1992.
The 1992 loss in other income reflects the recognition of an
$80,000 investment write down.
As a result of these factors, the Company reported a net loss
before income tax benefit and cumulative effect adjustment of
$338,655 for the 12 months ended December 31, 1993 versus a net
loss of $429,630 for the comparable period of 1992.
<PAGE>
Financial Condition
As of December 31, 1995, the Company's current assets represented
approximately 57% of total assets. Stockholders' equity as of
December 31, 1995 was approximately $9,110,426 million, an increase
of $211,798 or 2% since December 31, 1994. Such increase was due
to sales of the Company's Common Stock to investors during the
first quarter of 1995.
Based upon unaudited pro forma data compiled as of December
31, 1995 and presented in the accompanying financial information,
a number of significant changes are noted, all the results of the
acquisition of The Ranson Company, Inc. which occurred on January
5, 1996.
As a result of the purchase of The Ranson Company, Inc., the pro
forma combination of the Company and The Ranson Company, Inc.,
compiled to relate back the acquisition to the unaudited interim
balance sheet dated December 31, 1995, indicates that total
current assets decreased approximately $4,247,606. Net equipment
increased $58,000. New intangible assets consisting of capitalized
investment advisor's agreement of $5,265,647 and $300,000
attributable to non complete covenants are recognized. With
respect to liabilities, additional current liabilities of
$1,652,254 ($1,500,000 as a pro forma calculated loan directly
related to the purchase of The Ranson Company, Inc. and the balance
The Ranson Company, Inc. debts assumed in the acquisition of The
Ranson Company, Inc.) are recognized.
Liquidity and Capital Resources
The Company's most liquid assets are cash and cash equivalents.
The levels of these assets are dependent on the Company's
operating, financing and investing activities during any given
period.
Cash and cash equivalents at December 31, 1995 totaled
$4,894,838.
Future Public Offering of the Company's Shares
Upon completion of the rescission exchange offering described
herein, ND Holdings, Inc. intends to register and offer to the
public, through an underwriting agreement with a group of stock
brokerage firms called a "Selling Group", 1,000,000 to 3,000,000
newly issued shares of its Common Stock. Total shares to be
offered will be dependent upon the number of selling shareholders
who may elect to join in the offering. The price at which such
shares will be sold to the public will be determined by an
independent stock brokerage firm referred to as a Qualified
Independent Underwriter ("QIU"). No QIU has been retained. Subject
to consent of underwriters, 2,000,000 shares of Common Stock now in
the hands of existing shareholders (including common shares
registered in the current Rescission Exchange Offering) may be
allowed to be offered as a part of the same prospectus with the
Company's common share offering. If more than 2,000,000 shares are
committed by the shareholders, the shareholder shares to be
included will be determined pro-rata in accordance with the ratio
of each individual's common shares committed to the offering with
the total shareholders common shares committed to the offering. If
less than 2,000,000 shares are committed by shareholders, the
Company anticipates offering such number of new shares sufficient
to bring the total offering to 3,000,000 shares. A per share price
for such offering has not been established. In the event less than
the total offering is sold, the common shares offered by the
Company will be sold first, followed by the selling shareholders
determined pro-rata in accordance with the ratio of each selling
shareholders offered shares to the total shareholder offered
shares. No assurance can be offered that an effective selling
group of underwriters will be formed or that such offering will be
successful. See "Management's Discussion and Analysis," "Liquidity
and Capital Resources."
The Ranson Company, Inc. Acquisition Effect Upon Liquidity and
Capital Resources
The cost to the Company of the acquisition of The Ranson Company,
Inc. on January 5, 1996 will be approximately $6,196,403, subject
to final adjustment on July 3, 1996. $5,083,274 was paid directly
to The Ranson Company, Inc. shareholders on January 5, 1996 and
$1,113,129 was placed in escrow pending final determination of the
purchase price on July 3, 1996. $4,696,403 of the $6,196,403
purchase price came from cash
<PAGE>
and cash equivalents held by the
Company. $1,500,000 of the purchase price was borrowed on a short
term note obtained January 5, 1996.
The Rescission Offer Effect on Liquidity and Capital Resources
Between September 1, 1992 and March 9, 1995, 4,859,207 shares of
the Company's no par Common Stock were issued to persons
unaffiliated with the Company at prices ranging from $1.30 to $2.10
per share. Such offering was intended to be a North Dakota
intrastate placement exempt from registration, however, under
federal securities laws, the exemption may be unavailable, thus
requiring registration. The Company, therefore, is currently
registering Common Stock for re-offer and re-sale pursuant to the
U.S. Securities Act of 1993 in connection with rescission of the
unregistered Common Stock. A purchaser who purchased between
September 1, 1992 and March 9, 1995 (Common Stock totaling
4,859,207) is offered the option of electing to revoke his
ownership of the Company and receive from the Company such
purchaser's cash paid for the unregistered Common Stock, plus
accrued interest at the legal rate in the state of purchase, or
rescind the original purchase and receive registered Common Stock
offered hereby on a one share for one share basis.
If all persons offered the cash rescission option accepted such
offer, a total of approximately $9,600,000 in cash would be
required. The Company does not have liquid assets sufficient to
fund such an amount. Current assets (in excess of accrued payables
and necessary working capital) of approximately $600,000 could
potentially be utilized to fund the cash rescission. Any further
cash rescissions would require the Company to borrow funds. The
Company has a current unused credit line of $500,000. Further
borrowing of $8,500,000 could potentially be required. Management
believes that as much as $8,500,000 in additional funds could be
borrowed if necessary, however, no assurances can be made that such
amount could be borrowed. Such borrowing would likely be in
the form of intermediate term loans requiring monthly payments of
principal and interest. The Company has not entered into any
tentative or written agreements with any lender(s) with respect to
such borrowing. Interest costs on borrowed amounts and debt
service on any such loan would also significantly adversely effect
future cash flow, liquidity and potential income. As an extreme
scenario, assuming that a loan of $9,000,000 would be required to
fund a total rescission, repayments of a loan of $9,000,000 could
require monthly amortized payments of approximately $130,000 to
$140,000 per month for a period of seven years at an assumed annual
interest rate of 6.5% to 8%.
If the rescission offer is partially (to material degree) or
completely accepted, the liquidity of the Company would be
substantially impaired. Future growth and expansion would also be
impaired since liquid assets and borrowing capacity would be
unavailable for expansion. Additionally, if the Company is
required to borrow funds, significant earnings would be offset by
interest payments and cash flow from operations would be utilized
for debt services rather than uses beneficial to the Company's
growth.
Cash and cash equivalents at December 31, 1995, 1994, and 1993
consist of the following:
<TABLE>
<CAPTION>
Current
Amount
Current Interest ----------------------------------
Maturity Rate 1995 1994 1993
-------- ------ ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Cash in checking Demand - $ 41,199 $ 3,934 $ 4,769
Dean Witter Money
Market Accounts Demand 4 to 5% 4,890,639 1,156,129 458,127
---------- ---------- --------
$4,894,838 $1,160,063 $462,896
========== ========== ========
</TABLE>
Investments and their balance sheet classification at December 31,
1995 are as follows:
<TABLE>
<CAPTION>
Investment Securities Gross Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gain Loss Value
<S> <C> <C> <C> <C>
Securities available-for-sale:
Mutual fund investments $ 301,000 $ 21,900 $ - $ 322,900
========= ======== === =========
</TABLE>
<PAGE>
Investments and their balance sheet classification at December 31,
1994 are as follows:
<TABLE>
<CAPTION>
Investment Securities Gross Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gain Loss Value
<S> <C> <C> <C> <C>
Securities available-for-sale:
South Dakota municipal bond $ 100,000 $ - $ 16,000 $ 84,000
Mutual fund investments 1,492,870 - 109,272 1,383,598
---------- ---- --------- ----------
$1,592,870 $ - $ 125,272 $1,467,598
========== ==== ========= ==========
</TABLE>
The carrying value and estimated values of investment in debt and
equity securities at December 31, 1993 is listed below.
<TABLE>
<CAPTION>
Investment Securities Gross Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gain Loss Value
<S> <C> <C> <C> <C>
South Dakota
local government
bonds $ 412,826 $ 3,534 $ - $ 416,360
Mutual fund
investments 1,281,640 714 20,781 1,261,573
========== ======= ======= ==========
$1,694,466 $ 4,248 $20,781 $1,677,933
========== ======= ======= ==========
</TABLE>
The Company's statements of financial condition reflect a liquid
financial position as cash and assets readily convertible to cash
represent over 38%, 57% and 57% of total assets at December 31,
1993, 1994, and 1995, respectively.
As of December 31, 1995, the Company had no trading securities.
Since its inception until the first quarter of 1995, the Company
financed its growth in operations and costs related to expansion of
assets under its management primarily with funds generated from
sales of stock in the Company and to a much lessor extent, long-term
debt in the form of investment certificates. Sale of the
Company's stock and investment certificates ceased in the first
quarter of 1995.
As a registered broker/dealer, ND Capital, Inc., a subsidiary of
the Company, is subject to the Uniform Net Capital Rule of the
Securities and Exchange Commission (the "SEC"), which requires the
maintenance of minimum net capital, as defined in Rule 15c3-1 of
the Exchange Act. The Company's wholly-owned broker/dealer
subsidiary had net capital of approximately $375,750 at December
31, 1995, which exceeded its net capital requirements by
approximately $350,750.
Management believes that, with the exception of the potential
rescission liability, (the number of persons who will elect such
rescission and the number of shares which may be offered for cash
being unknown), existing capital when combined with the additional
funds generated from operations will provide the Company with
sufficient resources to meet present cash and capital needs.
Analysis of Consolidated Cash Flows
The Company's growth in assets over its lifetime has been the
result of cash provided by the sale of the Company's Common Stock.
The Company has generated cash from financing activities in the
fiscal years 1993, 1994, and 1995 of $2,807,383, $4,074,392
and $426,687, respectively. In each period, the Company invested
a portion
<PAGE>
of its cash flow in capitalized "Deferred Sales Cost," the
Company's cost of commissions "fronted" to bring mutual fund assets
under its management.
For fiscal 1993, the Company generated $279,212 in positive cash
flow. Operating activities required cash totaling $993,096
principally as a result of $1,002,437 being invested in deferred
sales costs. Investing activities resulted in a use of cash
totaling $1,535,075 principally from a net investment in short-term
investments totaling $1,945,368. Financing activities resulted in
cash totaling $2,807,383, principally due to sales of the Company's
Common Stock.
For fiscal 1994, the Company generated $697,167 in positive cash
flow. Operating activities required cash totaling $3,457,919,
largely the result of a net increase in trading securities of
$2,679,507. Investing activities resulted in positive of cash flow
totaling $80,694. Financing activities raised $4,074,392 in cash
for the Company.
For fiscal 1995, the Company's activities generated an increase of
$3,734,775 in cash and cash equivalents. Operating activities
generated net cash of $2,138,401, principally as a result of a
$2,674,000 decrease in trading securities. Investing activities
generated an additional $1,169,687 in cash, principally as a result
of sales of available-for-sale securities. $426,687 was raised
from financing activities. Financing activities ceased in the
first quarter of 1995.
The substantial build up of cash and cash equivalents at the year
ended December 31, 1995 was for the purpose of funding the
acquisition of The Ranson Company, Inc. which acquisition took
place on January 5, 1996.
Although the Company has relied upon sales of its Common Stock for
its past liquidity, management believes that its current liquid
position based, upon management's assumption that only immaterial
numbers of shares will be offered for cash rescission, will be
sufficient to meet the short and intermediate term financing needs
of the Company based on its present and anticipated future
operations.
Impact of Inflation and Changing Prices
The financial statement and accompanying notes appearing elsewhere
herein have been prepared in accordance with generally accepted
accounting principles, which require the measurement of financial
position and operating results in terms of historical dollars
without considering the changes in the relative purchasing power of
money over time due to inflation. Significant assets of the
Company are monetary in nature. As a result, interest rates may
have a greater impact on the Company's performance than do the
effects of the general level of inflation. Interest rates do not
necessarily move in the same direction or to the same extent as the
prices of goods and services.
The Company's assets are primarily liquid in nature (cash and cash
equivalents, current receivables and marketable securities) and
therefore not significantly affected by inflation. The Company's
management believes that the cost of replacing furniture, equipment
and leasehold improvements would not have a material effect on
operations. However, the rate of inflation may have a significant
effect on employee communications and occupancy costs, which may
not be readily recoverable in the price of services offered by the
Company.
The Company is not subject to significant seasonal fluctuations.
Impact of New Accounting Standards
Accounting for Investments
In 1994, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 115 for valuing its investment securities. At
December 31, 1995, investment securities that are held for short-term
resale are classified as trading securities and carried at
fair value. Other marketable securities are classified as
available-for-
<PAGE>
sale and are carried at fair value. Realized and
unrealized gains and losses on trading securities are included in
net income. Unrealized gains and losses on securities available-for-sale
are recognized as direct increases or decreases in
stockholders' equity. Cost of securities sold is recognized using
the specific identification method.
As a result of the adoption of SFAS No. 115, the stockholders
equity section of the Company's balance sheet was reduced by a
total of $125,272, in the added category of "Unrealized loss on
securities available-for-sale" at December 31, 1994 and increased
by $21,900 a calculation of unrealized gain on securities
available-for-sale at the year end December 31, 1995.
Pursuant to the requirements of SFAS No. 115 stockholders equity
was reduced by $16,532, to account for the cumulative effect on
prior years of the initial application of SFAS No. 115 and an
additional $108,740 reduction in stockholders equity for the year
ended December 31, 1994.
For the year ended December 31, 1993, before adoption of SFAS No.
115, the Company stated investment securities at the lower of
aggregate cost or market. Cost of securities sold for purposes of
computing gains or losses was determined by the specific
identification method.
Accounting for Income Tax
The Company files a consolidated income tax return with its wholly-owned
subsidiaries. In 1994, the Company adopted the Statement of
Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes, and has retroactively applied the change in its
method of accounting for income taxes to the 1993 financial
statements.
Effective January 1, 1993, the Company retroactively changed its
method of accounting for income taxes to conform with the
requirements of Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes. Under the provisions of SFAS No.
109, an entity recognizes deferred tax assets and liabilities for
future tax consequences of events that have already been recognized
in the Company's financial statements or tax returns. The
measurement of deferred tax assets and liabilities is based on
provisions of the enacted tax law; the effects of future changes in
tax laws or rates are not anticipated. The 1993 financial
statements have been restated to reflect this change. The effect
of the change increased the deferred tax benefit and increased net
income by $674,500 for the year ended December 31, 1993 as follows:
Cumulative effect on years prior
to January 1, 1993 $ 539,500
Effect of the 1993 net operating loss 135,000
Total increase to net income reported for
the year ended December 31, 1993 $ 674,500
The increase in the deferred tax benefit for the year ended
December 31, 1994 has been calculated on the current year's net
operating loss for tax purposes of approximately $530,000 ($530,000
x 39% = $205,500).
The increase in the deferred tax benefit for the year ended
December 31, 1995 has been calculated on the current year's net
operating loss for tax purposes of approximately $416,000 ($416,000
x 39% = $162,400).
The deferred tax benefit has been calculated on approximately
$2,673,000 of net operating losses due to expire between the years
2003 through 2010.
Realization of the deferred tax benefit is dependent upon the
Company recognizing sufficient future taxable income (taxable at an
effective rate of approximately 39%) prior to the expiration of the
net operating losses. The Company's Net Operating Losses are
scheduled to expire as follows:
<PAGE>
Net Operating Loss Expiration
Amount Year
$ 110,300 2003
245,000 2004
272,000 2005
322,300 2006
435,800 2007
346,900 2008
527,700 2009
413,000 2010
----------
$2,673,000
Recognition of this deferred tax asset requires an assumption that
the Company will, in the future, achieve taxable income sufficient
to realize the stated potential of this contingent offset against
future income. Since its inception the Company has not achieved
any taxable income. The realization of this deferred tax asset is
dependent upon substantial improvements over the present level (no
taxable income) of pre-tax income.
No valuation adjustment has been made to the deferred tax asset.
Management's forecast of operating results contained in their
internal business plan indicates positive future earnings adequate
to absorb the net operating loss carryforwards within the
expiration periods. The major factor generating the net operating
losses to date has been the amortization of capitalized deferred
sales costs to expense. These costs represent commissions paid to
brokers for investments made in the Funds under management by the
Company that don't have a "front end" load. A majority of the
unamortized costs will be amortized to expense in the next few
years. This coupled with the slowdown in fund growth (thereby
reducing amortization amounts on new commissions paid) should
create positive net results in the near future. Additionally, the
acquisition of The Ranson Company, Inc. is anticipated to generate
substantial earnings. As indicated in the operating results of The
Ranson Company, Inc. relating exclusively to the management of
mutual funds, positive net income is currently being generated.
Under Ranson Capital's former management, a portion of the
management fees allowed to be charged to the Funds under the
current fee structure was being waived by Ranson Capital. It is
the intent of the Company to reduce the fee waiver and bring these
Funds up to full fee levels. This will further enhance the
profitability of managing the additional Funds brought under the
Company's management as part of the acquisition. It is also
management's belief that significant cost savings will be realized
by the combination of management for all Funds as compared to costs
of separately managing the Ranson Funds and the ND Holdings Funds.
This will be especially true in the administrative and general
overhead expense areas since they are indirect costs that are being
duplicated by both entities in their operating results prior to the
acquisition. Furthermore, since the acquisition of The Ranson
Company, Inc. by the Company is a stock purchase, the portion of
the purchase price allocated to intangibles is not deductible or
amortizable for income tax purposes. Consequently, the Company
will report significantly greater operating results for income tax
purposes than for financial reporting purposes. Based on the
preceding factors, it is management's belief that, more likely than
not, the Company's net operating loss carryforwards will be
realized before their corresponding expiration periods and that no
adjustment should be made to the value of the net deferred tax
asset.
BUSINESS
General
Description of Business. The Company, through its subsidiaries,
acts as a mutual fund administrator and management firm. The
Company's revenues are derived (through its subsidiaries) as fees
from operating, managing and investing the assets of mutual funds
and to a lessor extent from brokerage commissions related to
transactions within the mutual funds as well as on the purchase by
or sale of mutual funds by individuals. The Company currently
manages the assets of five mutual funds, all of which were
initiated, sponsored and organized by the Company. As a result of
the acquisition of The Ranson Company, Inc., completed on January
5, 1996, the Company is also the manager of three additional funds,
called the "Ranson Managed Portfolios." Ranson Capital Corporation,
a NASD member broker/dealer and the investment advisor and manager
for the three "Ranson
<PAGE>
Managed Portfolios": the Kansas Municipal
Fund, Kansas Insured Intermediate Fund and the Nebraska Municipal
Fund, is a subsidiary of The Ranson Company (and now the Company).
The Company, ND Holdings, Inc., was incorporated September 22,
1987, as a North Dakota corporation and officially organized on
October 27, 1987, in Minot, North Dakota by Robert Walstad, current
President of the Company. The primary intent of this corporation
was to provide a vehicle for investment in North Dakota by North
Dakota residents all pursuant to Chapter 10-30.1 of the North
Dakota Century Code, as amended.
The major accomplishment of the Company through 1995 has been the
establishment, management and distribution of five mutual funds: ND
Tax-Free Fund, Inc., ND Insured Income Fund, Inc., Montana Tax-Free
Fund, Inc., South Dakota Tax-Free Fund, Inc. and Integrity Fund of
Funds (the "Funds"). The Funds have grown to over $120,000,000 in
assets as of July 1, 1995. With the acquisition of The Ranson
Company, Inc. completed on January 5, 1996, Ranson Capital
Corporation will, as a wholly-owned subsidiary of the Company,
continue to act as the investment adviser and manager for the
Ranson Managed Portfolios. The Ranson Managed Portfolios provided
additional managed asset base of approximately $184,000,000. As a
result, total assets managed by the Company now total in excess of
$320,000,000. Investment advisory, asset management, underwriting
and transfer agent services are provided to mutual funds managed
and administered by the Company's wholly-owned subsidiaries.
Currently, through its three wholly-owned subsidiaries, ND Money
Management, Inc., ND Capital, Inc. and ND Resources, Inc., the
Company acts as advisor to five mutual funds: ND Tax-Free Fund,
Inc., ND Insured Income Fund, Inc., Montana Tax-Free Fund, Inc.,
South Dakota Tax-Free Fund, Inc. and Integrity Fund of Funds, Inc.
It is anticipated that upon the acquisition by the Company of The
Ranson Company, Inc., its wholly-owned subsidiary, Ranson Capital
Corporation will remain as the investment adviser and manager for
the Ranson Managed Portfolios. The Company will also provide stock
transfer services to the Ranson Managed Portfolios. Revenue is
received for the management of the Funds along with commissions for
investments sold to individuals in sponsored funds as well as in
other unaffiliated mutual funds. Fees are also generated for stock
transfer and clerical services provided to the affiliated mutual
funds.
The Company and its subsidiaries are still in developmental stages.
The areas in which they do business or intend to do business are
highly competitive and place them in direct competition with other
mutual fund firms, some of which have substantially greater
resources, proven management, and established markets. The Company
knows of no reason why it or its subsidiaries will have or may
obtain competitive advantages over others who engage in the same or
similar activities.
Headquarters of the Company is currently located at 201 South
Broadway, Minot, North Dakota. Each of the Company's three
subsidiaries and each of the five mutual funds created and managed
by the Company maintain their offices at that same location. All
of the Company's services including portfolio management, wholesale
marketing and customer service are being provided from the Minot
location.
The Company's Subsidiaries and Operations
The Company has five wholly-owned subsidiaries through which it
conducts its operations. Three of the subsidiaries, all North
Dakota corporations, are ND Money Management, Inc., a Registered
Investment Advisor; ND Capital, Inc., an NASD member broker/dealer;
and ND Resources, Inc., a Registered Stock Transfer Agent.
Pursuant to terms of an acquisition agreement described in "Certain
Transactions - The Ranson Acquisition" the Company has acquired
additional wholly-owned subsidiaries, The Ranson Company, Inc., a
Kansas corporation, and its subsidiary, Ranson Capital Corporation,
a Kansas corporation. The Ranson Company, Inc. has no independent
operations. Ranson Capital Corporation is an NASD Registered
broker/dealer and SEC registered investment advisor.
ND Money Management, Inc. (a North Dakota corporation) was
organized to manage investment portfolios, particularly, but not
limited to, the Funds.
<PAGE>
ND Capital, Inc. (a North Dakota corporation), an NASD and SIPC
member broker/dealer was organized as an entity to raise funds for
investing in, and providing financing to, qualified entities while
encouraging capital investment in North Dakota.
ND Resources, Inc. (a North Dakota corporation) was originally
organized to purchase and/or manage mineral properties. ND
Resources, Inc. thereafter became a registered stock transfer agent
and now acts as transfer agent for the Funds.
ND Money Management, Inc., a registered investment advisor, was
organized as an entity to provide fund management services to
mutual funds. ND Money Management, Inc.'s primary operations are
as fund manager and advisor for the ND Tax-Free Fund, Inc., Montana
Tax-Free Fund, Inc., ND Insured Fund, Inc., South Dakota Tax-Free
Fund, Inc. and Integrity Fund of Funds, Inc. The Company receives
management fees from the Funds. As fund manager and advisor for
these funds, ND Money Management, Inc. is economically dependent on
the Funds for the majority of its revenue.
ND Money Management, Inc. has an affiliation with the ND Tax-Free
Fund, Inc., Montana Tax-Free Fund, Inc., South Dakota Tax Free-Fund,
Inc. the ND Insured Fund, Inc., and the Integrity Fund of
Funds, Inc.
ND Capital's primary operations are as broker/dealer for
distribution of shares of the ND Tax-Free Fund, Inc., Montana
Tax-Free Fund, Inc., ND Insured Income Fund, Inc., South Dakota
Tax-Free Fund, Inc. and Integrity Fund of Funds, Inc. The Company
receives fees from the funds as underwriter as well as commission
income for investments sold to customers in other unaffiliated
mutual funds.
ND Capital, Inc. has an affiliation with the ND Tax-Free Fund,
Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-Free Fund,
Inc., the ND Insured Income Fund, Inc. and the Integrity Fund of
Funds, Inc. As underwriter for these funds, ND Capital, Inc. is
economically dependent on them for a majority of its revenue.
ND Capital, Inc. is subject to the Securities and Exchange
Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which
requires the maintenance of minimum net capital and requires that
the ratio of aggregate indebtedness to net capital, both as
defined, shall not exceed 15 to 1 (and the rule of the "applicable"
exchange also provides that equity capital may not be withdrawn or
cash dividends paid if the resulting net capital ratio would exceed
10 to 1). At December 31, 1995, the ND Capital had net capital of
$375,750 which was $350,750 in excess of its minimum required net
capital of $25,000. ND Capital, Inc.'s net capital ratio was .02
to 1.
ND Resources, Inc. is a Registered Transfer Agent. ND Resources,
Inc.'s primary operations are as transfer agent of shares of the ND
Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., ND Insured Income
Fund, Inc., South Dakota Tax-Free Fund, Inc. and Integrity Fund of
Funds, Inc. ND Resources, Inc. receives fees from the Funds for
stock transfer, administrative and clerical services. As transfer
agent for these funds, ND Resources, Inc. is economically dependent
on them for a majority of its revenue.
ND Resources, Inc. has an affiliation with the ND Tax-Free Fund,
Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-Free Fund,
Inc., the ND Insured Income Fund, Inc., and the recently opened
Integrity Fund of Funds, Inc.
The Company has completed all but the final pricing phase of an
agreement which has allowed the Company to acquire management of
the Ranson Managed Portfolios (the "Ranson Funds"), through
acquisition of their advisor, Ranson Capital Corporation and its
parent, The Ranson Company, Inc. This acquisition is complete as
of January 5, 1996.
Ranson Capital Corporation, ("Ranson Capital") a Kansas corporation,
is the investment adviser and manager for each Series of the Ranson
Managed Portfolios. Ranson Capital is a broker/dealer registered
with the Securities and Exchange Commission and is a wholly-owned
subsidiary of The Ranson Company, Inc., a Kansas corporation.
Ranson Capital was formed in 1990 and acts as investment advisor
and fund manager for the Ranson Managed Portfolios, consisting of
the Kansas Insured Intermediate Fund, Kansas Municipal Fund and the
Nebraska
<PAGE>
Municipal Fund. John A. Ranson, Alex R. Meitzner, Mark J.
Kneedy, John J. Hass, Robin K. Pinkerton, Stephen E. Shorgren and
Douglas K. Rogers (the "Selling Ranson Stockholders") previously
owned all the outstanding Common Stock of The Ranson Company, Inc.
The Selling Ranson Stockholders of The Ranson Company, Inc., the
parent of Ranson Capital, entered into a contract dated as of
September 15, 1995 (the "Agreement") whereby the Company acquired
all outstanding shares of The Ranson Company, Inc., and therefore
acquired all business related to the Ranson Managed Portfolios
through the indirect acquisition of Ranson Capital (the
"Acquisition"). The Company has agreed to continue the management
and operation of the Ranson Managed Portfolios as now conducted.
Ranson Capital, which is now wholly-owned by the Company continues
to operate by that name and continues to act as investment adviser
and manager for each Series of the Ranson Managed Portfolios.
The contractual division of responsibilities between the Company
and its affiliated funds track the three main functions of any
mutual fund. Contracts for portfolio management performed by the
Company's subsidiary, ND Money Management, Inc., in the case of the
five original Funds and by Ranson Capital Corporation in the case
of the Ranson Managed Portfolios are awarded annually by review and
approval of the independent Boards of Directors of the various
Funds (the "Boards"). The Board of Directors of each Fund consists
of five directors, three of whom are independent and two (Robert E.
Walstad and Peter A. Quist) of whom are affiliated with the
Company. These Boards are also responsible for awarding the
Company's subsidiary, ND Capital, the underwriting agreements for
the Funds, which contracts are referred to as "contracts for
distribution" by the Funds (mutual fund regulations limit
underwriting agreements to one year) as well as contracting with
the Company's subsidiary, ND Resources, Inc., for all
administrative services (which are typically one to three year
contracts). Distribution and administrative services contracts are
generally terminable by a Fund's Board for "cause" (as defined in
the contract).
Administration. A Fund's administrator generally is
responsible for all of the Fund's business activities other than
distribution and investment decisions. The Company believes that
administration is an extension of distribution, that high quality
servicing is critical to retaining shareholder accounts, and that
quality of service directly impacts the growth of mutual fund
assets. Therefore, the Company strives to create an error-free
operating environment based on stringent standards established for
all service provider subsidiaries of the Company.
The Company's administrative responsibilities may be divided into
three major services:
* shareholder recordkeeping - encompasses all mutual
fund shareholders' transactions, including taking purchase and
redemption orders, entering orders into the transfer agent system
and forwarding information regarding trade activity to the
portfolio manager and to fund accountants as specified.
* fund accounting - provides the daily recordkeeping for
each fund, including calculations of net asset value per share,
dividend rates per share, and the maintenance of all books, records
and financial reports required by the SEC and other regulatory
agencies. This service also includes preparation of quarterly
financial statements, shareholder reports and Board reports for
each portfolio, participation in the periodic updating of
prospectuses, preparation of federal, state and local tax returns,
payment of all costs and expenses of each fund, and the maintenance
of the official books and records of each fund.
* cash management - ensures timely receipts and
disbursements on shareholder activity for effective asset
management.
The Company's Affiliated Mutual Funds
The Company has sponsored and, through its subsidiaries,
distributed to the public five mutual funds. These Funds are: ND
Tax-Free Fund, Inc. (North Dakota Tax-Free Fund), ND Insured Income
Fund, Inc. (North Dakota Insured Income Fund), Montana Tax-Free
Fund, Inc. (Montana Tax-Free Fund), South Dakota Tax-Free Fund,
Inc. (South Dakota Tax-Free Fund), and Integrity Fund of Funds,
Inc. (Integrity Fund of Funds Fund). The Company is economically
dependent upon revenues from the five funds to sustain its current
operations.
<PAGE>
ND Tax-Free Fund, Inc. is registered under the Investment Company
Act of 1940 as a non-diversified, open-end management investment
company. ND Tax-Free Fund, Inc. incorporated under the laws of the
State of North Dakota on October 7, 1988, and commenced operations
on January 3, 1989. ND Tax-Free Fund, Inc. was the first North
Dakota based double tax-exempt mutual fund, investing in high
quality state and municipal bonds. In March, 1992, the North
Dakota Double Tax-Exempt Bond Fund, administered by Funds
Management Corporation of Denver, was merged into ND Tax-Free Fund,
Inc. Over $5,000,000 in assets and 300 investors were transferred
in the merger. As of July, 1995, this Fund exceeded $94,300,000 in
assets.
Montana Tax-Free Fund, Inc. is registered under the Investment
Company Act of 1940 as a non-diversified, open-end management
investment company. The Montana Tax-Free Fund incorporated under
the laws of the State of North Dakota on April 15, 1993 and
commenced operations on August 12, 1993.
Montana Tax-Free Fund, Inc. was first offered to the public in
August of 1993 and reached over $16,800,000 in assets as of July,
1995. The Montana Tax-Free Fund invests in high quality Montana
state and municipal bonds similarly to the ND Tax-Free Fund. It is
offered to residents of the State of Montana.
South Dakota Tax-Free Fund, Inc. is registered under the Investment
Company Act of 1940 as a non-diversified, open-end management
investment company. The Fund incorporated under the laws of the
State of North Dakota on October 1, 1993 and commenced operations
on April 5, 1994.
South Dakota Tax-Free Fund, Inc. was first offered to the public in
April of 1994 and reached over $4,400,000 in assets as of July,
1995. The South Dakota Tax-Free Fund invests in South Dakota state
and municipal instruments. It is offered to residents of the State
of South Dakota.
ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc. and South
Dakota Tax-Free Fund, Inc. are open-end, non-diversified,
management investment companies. The objective of these three
Funds is to provide as high a level of current income exempt from
federal and state income taxes as is consistent with preservation
of capital. The three Funds seek to achieve this objective by
investing in debt instruments of states and their political
subdivisions, agencies and instrumentalities. Shares of the Funds
are offered with no initial sales charge. A contingent deferred
sales charge is assessed against shares which are redeemed within
the first five years of purchase.
ND Insured Income Fund, Inc. is registered under the Investment
Company Act of 1940 as a non-diversified, open-end management
investment company. The North Dakota Insured Income Fund
incorporated under the laws of the State of North Dakota on
November 27, 1990 and commenced operations on March 19, 1991. This
Fund is targeted at investors nationwide and primarily purchases
insured corporate bonds. Assets exceeded $2,900,000 as of July,
1995.
ND Insured Income Fund, Inc. is an open-end, non-diversified,
management investment company. The Fund's objective is to provide
as high a level of current income as is consistent with prudent
investment management, preservation of capital, and ready
marketability of its portfolio. The fund seeks to achieve this
objective by investing primarily in a portfolio of debt securities,
including United States Government securities and insured corporate
bonds. Under normal market conditions, at least 65% of the Fund's
total assets will be invested in securities protected by insurance
guaranteeing the timely payment of principal and interest.
Integrity Fund of Funds, Inc. was recently created in December,
1994. This Fund is geared to the investor seeking capital
appreciation and growth of income. The Integrity Fund of Funds,
Inc. is an open-end, diversified, management investment company
registered under the Investment Company Act of 1940. The Integrity
Fund of Funds Fund was incorporated under the laws of the State of
North Dakota on June 1, 1994 and commenced operations January 3,
1995.
Integrity Fund of Funds, Inc.'s objective is long-term capital
appreciation and growth of income. The Fund seeks to achieve this
objective by investing primarily in a diversified group of other
open-end investment companies ("underlying funds") which, in turn,
invest principally in equity securities. Current income is a
secondary
<PAGE>
objective of the Fund. Shares of the Fund are offered
for sale at net asset value without a sales charge. A contingent
deferred sales charge is assessed on certain redemptions.
The Ranson Managed Portfolios
As a result of a purchase agreement whereby the Company has
acquired The Ranson Company, Inc. and its subsidiary, Ranson
Capital Corporation, and the granting of approval of the change in
advisor (to the Company) for the three mutual funds managed by
Ranson Capital Corporation, the Company is now the manager of the
Ranson Managed Portfolios.
The Kansas Insured Intermediate Fund, the Kansas Municipal Fund and
the Nebraska Municipal Fund are investment portfolios of Ranson
Managed Portfolios which is an unincorporated business trust
organized under the laws of Massachusetts on August 10, 1990.
Ranson Managed Portfolios is an open-end series non-diversified
management company, known as a mutual fund. The investment
objective of the Ranson Funds is to provide its shareholders with
as high a level of current income that is exempt from both federal
income tax and state income tax as is consistent with preservation
of capital.
Ranson Capital Corporation ("Ranson Capital") is the manager for
each of the three funds in the Ranson Managed Portfolios (the
Kansas Insured Intermediate Fund, the Kansas Municipal Fund, and
the Nebraska Municipal Fund). Investors Fiduciary Trust Company is
the Ranson Fund's transfer agent and custodian for each of these
three funds. ND Resources, Inc. will, after a notice period of
ninety days, become the transfer agent for each of the Ranson
Funds.
The business and affairs of the Ranson Funds is managed under the
direction of the Board of Trustees. The Trustees are subject to
the fiduciary responsibilities imposed by the laws of the
Commonwealth of Massachusetts. Subject to the Trustees' authority,
Ranson Capital Corporation, a Kansas corporation, 120 South Market,
Suite 450, Wichita, Kansas 67202, supervises and implements the
Ranson Fund's investment activities and is responsible for overall
management of the Ranson Fund's business affairs.
The Ranson Funds pay the cost of qualifying and maintaining
qualification of the shares for sale under the securities laws of
the various states if necessary. In addition, under the plan
adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940 and under which the Ranson Funds will pay some costs of the
distribution of its shares, the Ranson Funds pay the Distributor
.25% of the average daily net assets of the Ranson Funds and the
Distributor may in turn pay firms that sell the Ranson Funds shares
at an annual service fee of up to .25% of average daily net assets
of customer accounts in existence for more than one year for
administrative and shareholder services or use some or all of such
payment to pay other distribution expenses which otherwise would be
payable by the Distributor.
Ranson Capital acts as the Ranson Fund's administrative and
accounting services agent. For these services, Ranson Capital
receives an administrative and accounting services fee payable
monthly from the Ranson Funds equal to the sum of (i) $1,500 per
month if the Ranson Fund's average daily net assets do not exceed
$50 million, $2,000 per month if the Ranson Fund's average daily
net assets are greater than $50 million but do not exceed $100
million, and $2,500 per month if the Ranson Fund's average daily
net assets exceed $100 million, and (ii) 0.15% of the Ranson Fund's
average daily net assets on an annual basis for the Ranson Fund's
first $20 million of average daily net assets, 0.10% of the Ranson
Fund's average daily net assets on an annual basis for the Ranson
Fund's next $20 million of average daily net assets, 0.05% of the
Ranson Fund's average daily net assets on an annual basis for the
Ranson Fund's next $60 million of average daily net assets, 0.02%
of the Ranson Fund's average daily net assets on an annual basis
for the Ranson Fund's next $400 million of average daily net
assets, and 0.01% of the Ranson Fund's average daily net assets on
an annual basis for the Ranson Fund's average daily net assets in
excess of $500 million, together with reimbursement of Ranson
Capital's out-of-pocket expenses. This fee and reimbursement are
in addition to the investment advisory and management fee received
by Ranson Capital from the Ranson Funds.
<PAGE>
The Kansas Insured Intermediate Fund
The investment objective of the Kansas Insured Intermediate Fund is
to provide its shareholders with as high a level of current income
that is exempt from both federal income tax and Kansas income tax
as is consistent with preservation of capital. In pursuit of this
objective, the Fund invests at least 95% of its total assets in
Kansas Municipal Securities which are either covered by insurance
guaranteeing the timely payment of principal and interest thereon
or backed by an escrow or trust account containing sufficient U.S.
Government or U.S. Government agency securities to ensure timely
payment of principal and interest. The Kansas Insured Intermediate
Fund has assets of approximately $33,000,000 as of January 31,
1995.
The Kansas Insured Intermediate Fund shares may be purchased
through Ranson Capital Corporation and selected dealers at the
public offering price, which is equal to the net asset value next
determined, plus a sales charge of 2.75% of the public offering
price (2.83% of the net amount invested).
The Kansas Insured Intermediate Fund manager and investment adviser
is Ranson Capital Corporation which receives a monthly management
and investment advisory fee equivalent on an annual basis to .50 of
1% of the Kansas Insured Intermediate Fund average daily net
assets. Under the terms of the Management and Investment Advisory
Agreement between the Fund and Ranson Capital, Ranson Capital pays
all expenses of the Ranson Funds, including the Kansas Insured
Intermediate Fund management and investment advisory fee and the
Kansas Insured Intermediate Fund dividend disbursing,
administrative and accounting services fees (but excluding taxes
and brokerage fees and commissions, if any) that exceed .75% of the
Kansas Insured Intermediate Fund average daily net assets on an
annual basis. Ranson Capital may assume additional Ranson Funds
expenses or waive portions of its fees in its discretion.
The Kansas Municipal Fund
The investment objective of the Kansas Municipal Fund is to provide
its shareholders with as high a level of current income exempt from
both federal income tax and Kansas income tax as is consistent with
preservation of capital. In pursuit of this objective, the Fund
invests primarily in debt obligations issued by or on behalf of the
state of Kansas, its political subdivisions and their agencies and
instrumentalities. The Kansas Municipal Fund has assets of
approximately $125,000,000 as of January 31, 1995.
The Kansas Municipal Fund shares may be purchased through Ranson
Capital Corporation and selected dealers at the public offering
price, which is equal to the net asset value next determined, plus
a sales charge of 4.25% of the public offering price (4.44% of the
net amount invested).
The Kansas Municipal Fund manager and investment adviser is Ranson
Capital Corporation which receives a monthly management and
investment advisory fee equivalent on an annual basis to .50 of 1%
of the Kansas Municipal Fund average daily net assets. Under the
terms of the Management and Investment Advisory Agreement between
the Fund and Ranson Capital, Ranson Capital pays all expenses of
the Ranson Funds, including the Kansas Municipal Fund management
and investment advisory fee and the Kansas Municipal Fund dividend
disbursing, administrating and accounting services fees (but
excluding taxes and brokerage fees and commissions, if any) that
exceed 1.25% of the Kansas Municipal Fund average daily net assets
on an annual basis up to the amount of the management and
investment advisory fee payable by the Ranson Funds to Ranson
Capital. Ranson Capital may assume additional Fund expenses or
waive portions of its fees in its discretion.
The Nebraska Municipal Fund
The investment objective of the Nebraska Municipal Fund is to
provide its shareholders with as high a level of current income
that is exempt from both federal income tax as is consistent with
preservation of capital. Under normal market conditions, the
Fund's assets will be invested in a portfolio of Nebraska Municipal
Securities which, in the opinion of Ranson Capital Corporation,
will produce a higher level of current income than would be
produced by a portfolio of Nebraska Municipal Securities rated in
only the highest rating category, but contains Nebraska Municipal
Securities which do not present a significant risk of loss of
principal due to credit characteristics. The Nebraska Municipal
Fund has assets of approximately $12,000,000 as of January 31,
1995.
<PAGE>
The Nebraska Municipal Fund shares may be purchased through Ranson
Capital Corporation and selected dealers at the public offering
price, which is equal to the net asset value next determined, plus
a sales charge of 4.25% of the public offering price (4.44% of the
net amount invested).
The Nebraska Municipal Fund manager and investment adviser is
Ranson Capital Corporation which receives a monthly management and
investment advisory fee equivalent on an annual basis to .50 of 1%
of the Nebraska Municipal Fund average daily net assets. Under the
terms of the Management and Investment Advisory Agreement between
the Fund and Ranson Capital, Ranson Capital pays all expenses of
the Ranson Funds, including the Nebraska Municipal Fund management
and investment advisory fee and the Nebraska Municipal Fund
dividend disbursing, administrative and accounting services fees
(but excluding taxes and brokerage fees and commissions, if any)
that exceed 1.25% of the Nebraska Municipal Fund average daily net
assets on an annual basis up to the amount of the management and
investment advisory fee payable by the Ranson Funds to Ranson
Capital. Ranson Capital may assume additional Ranson Funds
expenses or waive portions of its fees in its discretion.
Deferred Sales Costs
The Company's historical source of income is from investment
advisory and management services provided to the five affiliated
mutual funds previously described. Fees are based upon a
percentage of total funds under management. The Company's past
expansion and continued operational growth relies upon bringing
mutual fund assets under its management. To bring funds under its
management, commission fees must be paid to brokers who sell the
deferred load mutual funds. These commission fees are the
Company's cost of bringing assets under its management.
<TABLE>
<CAPTION>
Unaffiliated Dealer Selling Commissions Paid to
Allowance Paid by Registered Representatives
ND Capital, Inc. associated with ND Capital, Inc.
Fund (as a percentage of offering price)* (as a percentage of offering price)*
<S> <C> <C>
Integrity Fund of Funds, Inc. 4.50% 3.6%
ND Tax-Free Fund, Inc. 3.75% 3.0%
Montana Tax-Free Fund, Inc. 3.75% 3.0%
South Dakota Tax-Free Fund, Inc. 3.75% 3.0%
<FN>
*not considering any volume discount in commissions allowed.
</TABLE>
The ND Insured Income Fund, Inc. is a load fund. Investors pay
selling fees as a part of their cost of purchase (4.5%). The
Company does not "front" fees for the ND Insured Income Fund, Inc.
Registered Representatives associated with ND Capital receive a
commission of 3.2% (80% of the dealer allowance of 4.0%) on their
sales of the ND Insured Income Fund, Inc.
As a method of attracting investment in the three tax-free funds
mentioned above, the Company does not charge a front-end commission
to purchasers of the mutual funds. Since there is no front-end
sales charge on investments in these funds (12b-1 mutual fund
selling fees as described in Rule 12b-1 of the Investment Company
Act of 1940), the commissions paid to brokers for selling the funds
are recorded as deferred sales costs and carried in the "Other
Asset" section of the balance sheet. As of December 31, 1994,
$2,822,393 of "Deferred Sales Costs" was listed on the Company's
Balance Sheet. A substantial portion of the amounts invested in
the Company by its shareholders has been utilized to pay
commissions to brokers for the sale of no front-end load mutual
funds. These costs of bringing assets under management are
amortized to expense based on the established deferred sales charge
rates for redemption of investments in these funds.
The unamortized balance of the deferred sales costs as of December
31, 1995 will be charged to expense as follows:
<PAGE>
Deferred Sales
Cost Expenses
Year ending December 31,
1996 $ 807,462
1997 668,632
1998 452,759
1999 211,930
2000 699,455
----------
$2,840,238
In the three tax-free funds (ND Tax-Free Fund, Inc., Montana
Tax-Free Fund, Inc., and South Dakota Tax-Free Fund, Inc.) a contingent
deferred sales charge is imposed only if a shareholder redeems
shares purchased within the preceding five years. Shares acquired
by reinvestment of dividends may be redeemed without charge even
though acquired within five years. In addition, a number of shares
having a value equal to any net increase in the value of all shares
purchased by the shareholder during the preceding five years will
be redeemed without a contingent deferred sales charge. Subject to
the foregoing exclusions, the amount of the charge is determined as
a percentage of the original purchase price of the redeemed shares
(or current value whichever is lower) and will depend on the number
of years the dollar amount being redeemed was invested, according
to the following table:
Year Since Redemption Percentage Contingent
Amount Was Invested Deferred Sales Charge
First..............................4.0%
Second.............................4.0%
Third..............................3.0%
Fourth.............................2.0%
Fifth..............................1.0%
Sixth and following..............No Charge
Integrity Fund of Funds, Inc. requires a contingent deferred sales
charge ("charge") equal to 1.5% of the redemption proceeds if a
shareholder redeems shares purchased within the preceding five
years, except that if the initial amount of purchase is $1 million
or more, the charge is reduced to 1% and only applies during the
first year of purchase.
ND Insured Income Fund, Inc. has no contingent deferred sales
charge.
The Ranson Managed Portfolios have no contingent deferred sales
charge.
Overview of Managed Mutual Fund Industry
Since the 1980's, the mutual fund business has been one of the
fastest growing areas of the financial services industry. Total
assets in mutual funds grew from approximately $100 billion in 1980
to approximately $2 trillion in total assets by 1994. According to
the Investment Company Institute Special Analysis for the 1990's
Study, mutual fund assets are projected to continue to grow at an
average of 12% annually, to approximately $3.4 trillion in total
assets by the year 2000.
Company Strategy
The Company's historical strategy has been to establish localized
mutual funds, in a niche area of rural states, which funds invest
in bond and/or equity instruments of local interest. The Company
targets the residents of the same localized areas to achieve its
investor base. The Company has established mutual funds in North
Dakota, Montana and South Dakota, all rural, low population states
where competition from other mutual funds as well as larger and
more diversified competitors in the securities industry is less
intense.
The Company has acquired management of the Ranson Managed
Portfolios (the "Ranson Funds"), through acquisition of their
advisor, Ranson Capital Corporation and its parent, The Ranson
Company, Inc. This
<PAGE>
acquisition was completed January 5, 1996. The
Company has agreed to continue the management and operation of the
Ranson Funds as now conducted. Ranson Capital Corporation, which
is now wholly-owned by the Company, will continue by that name and
will continue to act as investment adviser and manager for each of
the Ranson Funds. The Ranson Funds added approximately
$184,000,000 to the Company's assets under management, bringing
total assets currently under management to approximately
$320,000,000. Please see "Certain Transactions - The Ranson
Acquisition", "Management's Discussion and Analysis" and "Business".
The Company will in the future seek to locate compatible existing
mutual funds and seek to acquire money management firms with mutual
funds under management, thereby immediately increasing the
Company's base of assets under management.
Finder Agreement with KPMG Peat Marwick LLP
The Company has retained KPMG Peat Marwick LLP financial service
division to perform certain services with respect to the Company's
interest in expanding its base of funds under management by
acquiring other investment fund managers. Services to be provided
to the Company include: development of an acquisition strategy;
identification of target companies; contact with target companies;
and preliminary financial analysis on the target companies.
Competition
Since its inception, the Company has directly competed primarily
with a number of larger, more established mutual fund service
organizations and securities firms. Competition is influenced by
various factors, including breadth, quality of service and price.
All aspects of Company's business are competitive, including
competition for mutual fund assets to manage. Large national firms
have much greater marketing capabilities, offer a broader range of
financial services and compete not only with the Company and among
themselves but also with commercial banks, insurance companies and
others for retail and institutional clients. The Company's
affiliated mutual funds, although localized in nature, are subject
to competition from nationally and regionally distributed funds
offering equivalent financial products with returns equal to or
greater than those offered by the Funds.
The Company is focused on the niche area of rural states and
localized investment where competition from major investment
institutions is lower than in population centers. To the knowledge
of the Company it is the only mutual fund sponsor consisting of
affiliated investment advisor, broker/dealer and transfer agent
entities based in North Dakota, South Dakota or Montana. However,
competition for assets under management is intense from both
national and regional based firms. Access to local investment and
the population of the region by modern communication systems is so
efficient that the Company's geographical position cannot be deemed
a significant advantage.
The Company's investment management operations compete with a large
number of other investment management firms, commercial banks,
insurance companies, broker/dealers and other financial service
firms. Most of these firms are larger and have access to greater
resources than the Company. The investment advisory industry is
characterized by relatively low cost of entry and the formation of
new investment advisory entities which may compete directly with
the Company is a frequent occurrence. The Company directly
competes with as many as several hundred firms which are of similar
or larger size. The Company's ability to increase and retain
clients' assets could be materially adversely affected if client
accounts under-perform the market. The ability of the Company's
investment management subsidiary to complete with other investment
management firms also is dependent, in part, on the relative
attractiveness of their investment philosophies and methods under
prevailing market conditions.
A large number of mutual funds are sold to the public by investment
management firms, broker/dealers, insurance companies and banks in
competition with the Company's affiliated funds. Many of the
Company's competitors apply substantial resources to advertising
and marketing their mutual funds which may adversely affect the
ability
<PAGE>
of the Company's affiliated funds to attract new assets.
The Company expects that there will be increasing pressures among
mutual fund sponsors to obtain and hold market shares.
Although the Company may expand the financial services it can
render to its customers, it does not now offer as broad a range of
financial services as national stock exchange member firms,
commercial banks, insurance companies and others.
REGULATIONS
Regulation of the Company's Business
Under the Investment Company Act, the distribution agreements
between the Funds and the Company's subsidiary terminate
automatically upon their assignment. The term "assignment" includes
direct assignments as well as assignments which may be deemed to
occur, under certain circumstances, upon the transfer, directly or
indirectly, of a controlling block of the Company's voting
securities. The Investment Company Act presumes that any transfer
of more than 25% of the voting securities of any person represents
a transfer of a controlling block of voting securities. The
Company does not believe that the transactions contemplated by this
offering will result in an "assignment" of the distribution or
administration agreements.
The securities industry, including broker/dealer, investment
advisory, and transfer agency firms in the United States, are
subject to extensive regulation under federal and state laws. Much
of the regulation of broker/dealers has been delegated to self-regulatory
organizations, principally the National Association of
Securities Dealers (NASD). The regulations to which broker/dealers
are subject cover all aspects of the securities business, including
sales methods, trade practices, capital structure of securities
firms, record keeping and the conduct of directors, officers and
employees. Additional state and federal legislation, changes in
rules promulgated by the United States Securities and Exchange
Commission (SEC) and by self-regulatory organizations, or changes
in the interpretation or enforcement of existing laws and rules
often directly affect the methods of operation and profitability of
money managers, broker/dealers and transfer agents. Investment
related firms are also subject to regulation and licensing by state
securities commissions in the states in which they transact
business. The SEC, state securities administrators and the
self-regulatory organizations may conduct administrative proceedings
which can result in censure, fine, suspension or expulsion of a
broker/dealer, its officers or employees. The principal purpose of
regulation and discipline of broker/dealers, investment advisors,
and stock transfer agents is the protection of customers and the
securities markets rather than protection of creditors and
stockholders of such firms.
Industry Regulations
The Company is subject to extensive regulation as to its duties,
affiliations, conduct and limitations on fees. Section 22(b) of
the Investment Company Act of 1940 provides that a securities
association registered under Section 15A of the Securities Exchange
Act of 1934 may adopt rules prohibiting its members from receiving
a commission, discount, spread or fees except in accordance with a
method or methods, and within such limitations as to the relation
thereof to said public offering price, as such rules may prescribe
in order that the price at which such security is offered or sold
to the public shall not include an excessive sales load but shall
allow for reasonable compensation for sales personnel,
broker/dealers, and underwriters, and for reasonable sales loads to
investors. Section 22(c) of the Investment Company Act of 1940
further states that the commission may make rules and regulations
applicable to registered investment companies and to principal
underwriters of, and dealers in, the redeemable securities of any
registered investment company, whether or not members of any
securities association. Any rules and regulations so made by the
Commission, to the extent that they may be inconsistent with the
rules of any securities association, shall, so long as they remain
in force, supersede the rules of the association and be binding
upon its members as well as all other underwriters and dealers to
whom they may be applicable.
The Company's wholly-owned broker/dealer subsidiaries, ND Capital,
Inc. and Ranson Capital Corporation are NASD members. The NASD, a
securities association registered under Section 15 A of the
Securities and Exchange Act of 1934 has prescribed rules (Section
26 of the NASD Rules of Fair Practice) with respect to
<PAGE>
maximum commissions, charges and fees related to investment in any open-end
investment company registered under the Investment Company Act of
1940.
Additionally, under Section 206 of the Investment Advisers Act of
1940 it is unlawful for any investment adviser to (1) employ any
device, scheme, or artifice to defraud any client or prospective
client; (2) engage in any transaction, practice, or course of
business which operates as a fraud or deceit upon any client or
prospective client; or (3) engage in any act, practice, or course
of business which is fraudulent, deceptive, or manipulative.
An investment adviser can transfer control of an investment company
only under the provision that for three years at least seventy-five
percent (75%) of the directors of the investment company are
independent of the new and old investment adviser, and provided no
unfair burden is imposed on the investment company as a result of
the sale. The effect of such transfer is to terminate the old
investment adviser agreement and to require the new agreement to be
approved by both the board and shareholders. Directors and the
investment adviser are fiduciaries, accordingly, the SEC is
authorized to initiate an action to enjoin a breach of fiduciary
duties involving personal misconduct by officers, directors,
investment advisers, and principal underwriters. Shareholders or
the SEC may also bring an action against the officers, directors,
and investment adviser for breach of fiduciary duty in establishing
the compensation paid the investment adviser.
An investment adviser to a fund, its principals, and its employees
may also be subject to proceedings initiated by the SEC to impose
remedial sanctions for violation of any provision of the federal
securities laws and the regulations adopted thereunder, and the SEC
may preclude such investment adviser to an investment company from
continuing to act in the capacity.
Investment companies such as the Funds are subject to considerable
substantive regulation. Such companies must comply with periodic
reporting requirements. Proxy solicitations are subject to the
general proxy rules as well as to special proxy rules applicable
only to investment companies. Shares of investment companies can
only be offered at a uniform public offering price based on the
current share net asset value plus the sales load. No more than 60
percent of the directors can be interested persons, defined to
include, among others, persons affiliated with the management
company or underwriter, and a majority of the directors must not be
affiliated with the underwriter. The management agreement must
have initially been approved by a majority of the outstanding
shares and, after two years, must be annually approved, either by
the board or by the outstanding voting shares. The management
agreement must automatically terminate in the event of assignment
and must be subject to termination upon 60 days notice by the board
or by a vote of the majority of the outstanding voting shares. The
underwriting agreement must be annually approved by the board or by
a vote of a majority of the outstanding voting shares, and must
provide for automatic termination in event of assignment.
Transactions between the investment company and an affiliate can be
entered into only if approved by the SEC, after notice and
opportunity for hearing, as fair and equitable.
Net Capital Requirements
As a broker/dealer, and as a member firm of the NASD, the Company's
subsidiary, ND Capital and its new subsidiary, Ranson Capital
Corporation are subject to the Uniform Net Capital Rule (Rule 15c3-1)
promulgated by the SEC which provides that a broker/dealer doing
business with the public must maintain certain net minimum capital
and shall not permit its aggregate indebtedness to exceed certain
specified limitations. The Rule is designed to measure a firm's
financial integrity and liquidity. A broker/dealer may be required
to reduce its business and restrict withdrawal of subordinated
capital if its net capital drops below specified levels, and also
may be prohibited from expanding its business or declaring cash
dividends. In addition, failure to maintain the required net
capital may subject a broker/dealer to disciplinary actions by the
SEC, the NASD and state securities administrators, including fines,
censure, suspension or expulsion. The Uniform Net Capital Rule may
limit the uses ND Capital and Ranson Capital may make of its
capital.
At December 31, 1995, ND Capital, Inc.'s required net capital was
$25,000. Ranson Capital Corporation's required net capital was
$100,000. At December 31, 1995 both subsidiaries' net capital was
in excess of required net capital.
<PAGE>
Factors which affect ND Capital and Ranson Capital's net capital
include the general investment climate as well as the ability of
the Company to obtain any liquid assets necessary to contribute
equity capital to its wholly-owned subsidiaries. Although ND
Capital currently has sufficient net capital, should the Company's
liquidity be impaired substantially as a result of any factor,
including potential demands for cash created by the rescission
offer, and additional net capital become necessary, the continued
operation of ND Capital and/or Ranson Capital could be restricted
or suspended.
The Uniform Net Capital Rule requires the ratio of aggregate
indebtedness, as defined, to net capital not exceed 15 to 1, and
imposes certain restrictions on operations. In computing net
capital, various adjustments to net worth are made with a view to
excluding assets which are not readily convertible into cash and
with a view to a conservative statement of other assets, such as a
firm's position in securities. ND Capital may not allow withdrawal
of subordinated capital if minimum net capital would thereafter be
less than 5% of aggregate debit items as defined under the SEC
Uniform Net Capital Rule. Further, ND Capital may not permit
equity capital to be withdrawn whether by payment of dividends,
repurchase of stock or other means, if its net capital would
thereafter be less than 5% of aggregate debit items as defined
under the SEC Uniform Net Capital Rule. Compliance with the
Uniform Net Capital Rule may limit those operations of a firm (such
as ND Capital) which may require the use of its capital.
PROPERTIES
The Company owns no material physical properties.
The Company's offices are located at 201 South Broadway, Minot,
North Dakota. The Company and each of its subsidiaries conduct
their operations from that location. This facility consisting of
approximately 4,000 square feet is rented on a month-to-month basis
from Robert E. Walstad, the President and a Director of the
Company.
EMPLOYEES AND REGISTERED REPRESENTATIVES
At December 31, 1995, the Company had 15 full-time employees,
including eight (8) registered representatives, licensed by the
NASD, who are associated with ND Capital, Inc. With the
acquisition of The Ranson Company, Inc., three additional employees
(retained employees of Ranson Capital Company) were added.
Registered Representatives earn commissions through ND Capital,
Inc. but receive their paychecks from the Company. ND Capital,
Inc. reimburses the Company (its parent) through intercompany
transfers for such commission payments. Salaried and hourly
employees are paid directly by ND Holdings, Inc. (the Company).
State and federal wage and tax reporting is done by the Company.
The employees of the Company perform various services in all
necessary capacities for each of the subsidiaries as well as the
Holding Company (the Company). Technically, except for Registered
Representatives associated with ND Capital, Inc., the subsidiaries
of Company have no employees. The Company and its subsidiaries are
currently developing a plan to restructure its employee arrangement
so that specific persons will become employees in form and
substance in each subsidiary where operations actually occur.
LEGAL PROCEEDINGS
Except for the regulatory issues described below, the Company is
not involved in any material pending legal proceedings, nor is
management aware of any threatened litigation.
The Company's broker/dealer subsidiary, ND Capital, Inc., has
unresolved issues outstanding relating to a July, 1994 examination
of ND Capital by its regulatory organization, the NASD (National
Association of Securities Dealers). Subsequently, the Denver
Regional office of the SEC (Securities and Exchange Commission) has
also initiated an investigation of the same issues. These issues
relate to sales by ND Capital, Inc., and other broker/dealers
unrelated to Company, of Common Stock of the Company to a total of
eleven persons not residents of the state of North Dakota between
May 28, 1991 and July 5, 1994 while the Company was relying upon an
intrastate exemption (Section 3(a)(11) of the 1933 Securities Act).
Sanctions or other remedial requirements, could potentially be
required. The Company and its subsidiary are actively working to
resolve these issues.
<PAGE>
Pursuant to this prospectus, offers of cash
rescission to any unaffiliated purchaser who purchased the
Company's Common Stock between September 1, 1992 and March 9, 1995
(Common Stock totaling 4,859,207 shares) has been undertaken.
Since this matter is in informal preliminary stages, no opinion can
be offered as to any potential liability or other adverse
consequence to the Company.
Section 5(a) of the Securities Act of 1933 requires that a
registration statement pursuant to the requirements set forth in
Section 6 of the Securities Act of 1933 be filed with the U.S.
Securities and Exchange Commission (the "SEC") and in effect prior
to offers or sales of a security. The Company relied upon the
"intrastate" exemption provided by Section 3(a)(11) of the
Securities Act of 1933 and the North Dakota exemption from
registration provided by NDCC 10-04-05(13) for securities issued by
a venture capital corporation organized under Chapter 10-30.1 in
making sales of its Common Stock. As a result of sales to eleven
persons that SEC and NASD examiners consider to be nonresidents of
North Dakota, the exemption from registration required by Section
5(a) of the Securities Act of 1933 may not be available, thereby
creating liability to the Company under federal securities laws.
The Company does not believe that sales to nonresidents of North
Dakota effects its exemption from registration with the North
Dakota Securities Commission. Federal law claims may be brought by
investors for up to three years after the date of the offer of the
unregistered Common Stock.
Although compliance with the requirements of the applicable state
rescission may bar future state claims, acceptance or rejection of
the offer of rescission may not bar holders from asserting any
claims against the Company for alleged violations of Federal
Securities Laws. Contingent liability of the Company may not
necessarily be eliminated by making the Rescission Offer.
In the event that all persons offered cash rescission elected to
receive cash, a total of approximately $9,600,000 would be
necessary to satisfy such undertaking. The number of shareholders
who will elect to receive cash rescission, if any, or the number of
shares which will be tendered for cash rescission, if any, is
unknown.
MANAGEMENT
Executive Officers and Directors of the Company
The following tables set forth various information with respect to
the Company's executive officers and members of the Board of
Directors:
Identification of Executive Officers and Directors. The
following is a list of the names and ages of all executive officers
and directors of the Company. All positions and offices with the
Company held by each such person, and each person's term of office
as director is also provided.
<TABLE>
<CAPTION>
Term of office Positions and
with the offices with
Name Age Company the Company
<S> <C> <C> <C>
Richard J. Backes 70 5-4-88 to present Director
Vance A Castleman 52 3-25-94 to present Director
Daniel L. Feist 63 5-4-88 to present Director
Lyle E. McLain 62 5-4-88 to present Director
Peter A. Quist 62 5-4-88 to present Vice President and Director
Robert E. Walstad 51 9-22-87 to present President and Director
Richard H. Walstad 57 5-4-88 to present Director
Jacqueline L. Picken 47 5-4-88 to present Secretary
Dan Korgel 48 5-4-88 to present Treasurer
</TABLE>
All directors were re-elected on March 24, 1995 for one-year terms.
<PAGE>
The Company has no standing audit, nominating, or compensation
committees of the Board of Directors or any committees which
perform similar functions.
Family Relationships. Richard H. Walstad, a Director of the
Company, is the brother of Robert E. Walstad the President and a
Director of the Company. There are no other family relationships
among executive officers, directors or persons nominated to such
positions.
Business Experience. The current employment, background and
business experience of each director, and executive officer
follows:
Richard J. Backes - Farmer (1950-Present); Former North Dakota
State Highway Commissioner (1989-1993), Former North Dakota State
Representative (Majority Floor Leader);
Vance A. Castleman - Real Estate Developer (1986-Present); Former
Director Minot Area Development Corporation; Commissioner, Ward
County Planning Commission (past five years);
Daniel L. Feist - Contractor (1955-Present); Real Estate Broker
(1963-Present); Director, First Bank, Minot (past five years);
Director, Investors Real Estate Trust (past five years);
Lyle E. McLain - Farmer (1950-Present); Director, Former Chairman,
Farm Credit Banks, 7th Dist., St. Paul, Minnesota; Director, Excel
Manufacturing Co. (1986-Present);
Peter A. Quist - Vice President and Director of ND Holdings, Inc.
(1988-Present); ND Tax-Free Fund, Inc. (1988-Present), Montana Tax-Free Fund,
Inc. (1993-Present), and Integrity Fund of Funds, Inc.
(1994-Present); Vice President, Secretary, and Director of ND Money
Management, Inc., ND Capital, Inc. (1988-Present), and ND
Resources, Inc. (1989-Present); Vice President, Secretary, and
Director of ND Insured Income Fund, Inc. (1990-Present); Vice
President and Secretary of South Dakota Tax-Free Fund, Inc. (1993-Present);
Currently a licensed North Dakota attorney; Former North
Dakota Securities Commissioner (1983-1988);
Robert E. Walstad - President and Director of ND Holdings, Inc.
(1987-Present); President, Treasurer, and Director of ND Tax-Free
Fund, Inc. (1988-Present), ND Money Management, Inc. (1988-Present),
ND Resources, Inc. (1989-Present), ND Insured Income
Fund, Inc. (1990-Present), Montana Tax-Free Fund, Inc. (1993-Present),
South Dakota Tax-Free Fund, Inc. (1993-Present), and
Integrity Fund of Funds, Inc. (1994-Present); Formerly Vice
President and Branch Manager of Dean Witter Reynolds; Associated
with Securities Industry as an NASD licensed registered
representative from 1972-Present;
Richard H. Walstad - President/Owner, Cook Sign Co. of Fargo (1978-Present);
Past Chairman, Fargo Cass County Economic Development
Corp., Fargo;
Jacqueline L. Picken - Secretary of ND Holdings, Inc. (1988-Present); Executive
Assistant to Robert E. Walstad, President of ND
Holdings, Inc. (1988-Present);
Dan Korgel - Treasurer of ND Holdings, Inc. (1988-Present);
Portfolio manager of the North Dakota Tax-Free, Inc. (1988-Present), North
Dakota Insured Income, Inc. (1990-Present), South
Dakota Tax-Free, Inc. (1993-Present), Montana Tax-Free, Inc. (1993-Present),
and Integrity Fund of Funds, Inc. (1994-Present).
Indemnification Agreements.
There are no specific provisions for the indemnification of
directors and officers in the Bylaws of the Company. The Company
has adopted the provisions of Section 10-19.1-91 of the North
Dakota Century Code allowing for indemnification of officers and
directors.
<PAGE>
Summary Compensation Table
(a) Cash Compensation.
<TABLE>
<CAPTION>
Cash Compensation Table (1995)
- -------------------------------------------------------------------------------------------
(A) (B) (C)
- -------------------------------------------------------------------------------------------
Name of individual or number in group Capacities in which served Cash compensation
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Robert E. Walstad President $ 79,911 (1)
Nine (9) Persons All officers and $ 234,543
Directors as a
Group
<FN>
(1) Includes salary of $52,000 and commissions of $27,911.
</TABLE>
No individual Officer or Director other than Robert E. Walstad
received compensation in excess of $60,000.
Directors, except for directors who are also salaried officers,
receive compensation of $300 per meeting. There were six meetings
of Directors in the year ended December 31, 1995.
(b) Compensation Pursuant to Plans (401(k) Plan). The Company
established a 401(k) plan during 1993 for all it employees
including persons who are officers of the Company. This plan is
solely funded by employee contributions. The only expenses of the
plan paid for by the Company are the trustees fees, which were
insignificant in 1995, 1994 and 1993.
Each original Director received 10,000 perpetual warrants upon
acceptance of his position as director. The Directors warrants are
immediately exercisable and have no expiration date. Each warrant
entitles the holder to purchase one share of the Company's Common
Stock at a price of approximately $1.62 (price originally $2.00,
adjusted for stock splits.)
PRINCIPAL STOCKHOLDERS
The following table set forth at December 31, 1995, and as adjusted
to reflect the sale of Common Stock offered hereby certain
information regarding beneficial ownership of the Common Stock held
by (i) each person or entity known to the Company to own
beneficially more than 5% of the Common Stock, (ii) each Director
of the Company who owns outstanding shares of Common Stock, (iii)
each Executive Officer named in the Summary Compensation Table, and
(iv) all Directors and Executive Officers of the Company as a
group. The Company believes that the stockholders listed below
have sole voting and investment power with respect to the Common
Stock indicated as beneficially owned by them, except as otherwise
noted.
<TABLE>
<CAPTION>
Percentage of
Shares Shares
Beneficially Beneficially
Owned Prior Owned Prior
to the Offering(1) to the Offering
Executive Officers and Directors:
<S> <C> <C>
Richard J. Backes 23,100(8) *
201 5th Ave., Glenburn, ND 58740
Vance A. Castleman 150,000(2) 1.8%
#7 Country Club Acres, Minot, ND 58703
Daniel L. Feist 23,100(8) *
1111 Robert Street, Minot, ND 58703
Lyle E. McLain 19,488(3) *
R.R. 1 Box 36, Mohall, ND 58761
Peter A. Quist 67,100(9) *
1821 S. Grandview Lake, #8, Bismarck, ND 58501
Robert E. Walstad 823,420(4) 10.0%
2512 Bel Air Drive, Minot, ND 58703
Richard H. Walstad 32,697(5) *
2822 27th St. S., Fargo, ND 58103
Jacqueline L. Picken 45,184(6)(7) *
1311 33rd Ave SW, Minot, ND 58701
Dan Korgel 19,909(10) *
1212 7th St NE, Minot, ND 58703
All directors & officers
of the company as a group
(9 persons named above) 1,203,998 14.7%
<FN>
* Less than 1%
( 1) Calculated pursuant to Rule 13d-3(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Under Rule 13d-3(d), shares not outstanding which are subject to
options, warrants, rights or conversion privileges exercisable
within 60 days are deemed outstanding for the purpose of
calculating the number and percentage owned by such person, but not
deemed outstanding for the purpose of calculating the percentage
owned by each other person listed.
( 2) Includes 5,075 shares held in Vance A. Castleman's
IRA account and 4,550 shares held in Arlene Castleman's IRA
account.
( 3) Includes 3,210 shares held in the name of Lyle E.
and Cynthia L. McLain, 2,509 shares in Lyle E. McLain's IRA account
and 2,509 shares in Cynthia L. McLain's IRA account, as well as 160
Shares controlled by Cynthia L. McLain under the UGMA. Also
includes 10,100 warrants exercisable at a price of approximately
$1.62 per share.
( 4) Includes 101,000 shares held by Robert E. Walstad,
10,000 shares held by his son Mark A. Walstad, and 2,420 shares
held by his wife, Shirley J. Walstad, in which he disclaims any
beneficial interest. Also includes 710,000 warrants exercisable at
a price of approximately $1.62 per share.
( 5) Includes 3,630 shares held by Richard H. Walstad and
12,100 shares held by Cook Sign Co. of Fargo of which Richard H.
Walstad is owner and president, and 6,667 shares owned by Richard
H. Walstad's wife, Jaynee Walstad. Also includes 10,300 warrants
exercisable at a price of approximately $1.62 per share.
( 6) Includes 8,811 shares held in Jacqueline L. Picken's
husband's IRA account (Jeff Case).
( 7) Includes 16,598 warrants exercisable at a price of
approximately $1.62 per share held in Jacqueline L. Picken's
husband's IRA account (Jeff Case).
( 8) Includes 11,000 warrants exercisable at a price of
approximately $1.62 per share.
( 9) Includes 55,000 warrants exercisable at a price of
approximately $1.62 per share.
(10) Includes 15,420 warrants exercisable at a price of
approximately $1.62 per share.
</TABLE>
DESCRIPTION OF CAPITAL STOCK
Common Stock
The following summary description of the capital stock of the
Company does not purport to be complete and is qualified in its
entirety by reference to the Articles of Incorporation and the
Bylaws of the Company, copies of which are filed as exhibits to the
Registration Statement of which this Prospectus is a part.
<PAGE>
The shares of Common Stock of the Company to be registered and
offered hereby are a single class of Common Stock without par
value. There are 20,000,000 shares authorized. All Common Stock
participates equally in dividends and distributions when and as
declared by the Board of Directors and in net assets upon
liquidation. The shares of Common Stock are fully paid and
non-assessable; there are no exchange, pre-emptive or redemption
rights. The shares of Common Stock are freely transferable and
alienable.
As of the date of this Prospectus, there are 8,191,751 shares of
Common Stock outstanding.
Stock Warrants
The Company has authorized and issued 1,050,000 perpetual warrants
as incentives to the organizers, directors, officers and employees
of the Company. These warrants, at the date of issue, allowed for
the purchase of shares of stock at $2.00 per share on a one share
for one warrant basis. The exercise price of the warrants will be
adjusted to reflect stock splits of 11 for 10 in 1992 and 1991. No
warrants have been exercised as of the date of this prospectus.
Transfer Agent and Registrar
The current transfer agent and registrar for the Common Stock is ND
Resources, Inc., a wholly-owned subsidiary of the Company.
DESCRIPTION OF SECURITIES OFFERED FOR EXCHANGE
The no par Common Stock offered for exchange has the same terms
and rights as the unregistered Common Stock currently held by the
offerees and described under "Common Stock" herein, but is
registered pursuant to the Securities Act of 1933.
CERTAIN TRANSACTIONS
Transactions with Management
No director or officer of the Company is or has been at any time
since January 1, 1995, (beginning of the Company's last fiscal
year) indebted to the Company in excess of $60,000.
The Company rents office space on a month-to-month lease from the
Company's President, Robert E. Walstad, a 10% shareholder in the
Company. Office rent expense under this lease was $9,000, $7,950
and $4,650 for 1995, 1994 and 1993, respectively.
Company's Transactions with the Funds
The Company's principal business is to provide services to mutual
funds affiliated with the Company. A description of the financial
arrangements with each Fund follows:
South Dakota Tax-Free Fund, Inc.
ND Money Management, Inc., the South Dakota Tax-Free Fund's
investment advisor; ND Capital, Inc., the South Dakota Tax-Free
Fund's underwriter; and ND Resources, Inc., the South Dakota
Tax-Free Fund's transfer agent, are subsidiaries of ND Holdings, Inc.,
(the Company) the South Dakota Tax-Free Fund's sponsor.
The South Dakota Tax-Free Fund has engaged ND Money Management,
Inc. to provide investment advisory and management services to the
South Dakota Tax-Free Fund. The Investment Advisory Agreement
provides for fees to be computed at an annual rate of 0.60% of the
South Dakota Tax-Free Fund's average daily net assets.
The South Dakota Tax-Free Fund has adopted a distribution plan
pursuant to Rule 12b-1 under the 1940 Act (the Plan), whereby the
South Dakota Tax-Free Fund shall pay at the annual rate of 0.75% of
the average daily net
<PAGE>
assets of the South Dakota Tax-Free Fund to
ND Capital, its principal underwriter, for expenses incurred in the
distribution of the South Dakota Tax-Free Fund's shares. Pursuant
to the Plan, ND Capital is entitled to reimbursement each month for
its actual expenses incurred in the distribution and promotion of
the South Dakota Tax-Free Fund's shares, including the printing of
prospectuses and reports used for sales purposes, expenses of
preparation and printing of sales literature and other such
distribution related expenses, including any distribution or
service fees paid to securities dealers who have executed a dealer
sales agreement with ND Capital. ND Capital is reimbursed at a
rate not to exceed 0.75% of the average daily net assets of the
South Dakota Tax-Free Fund for the prior month.
ND Tax-Free Fund, Inc.
ND Money Management, Inc., the ND Tax-Free Fund's investment
advisor; ND Capital, Inc., the ND Tax-Free Fund's underwriter; and
ND Resources, Inc., the ND Tax-Free Fund's transfer agent, are
subsidiaries of ND Holdings, Inc. (the Company), the ND Tax-Free
Fund's sponsor.
The ND Tax-Free Fund has engaged ND Money Management, Inc. to
provide investment advisory and management services to the ND
Tax-Free Fund. The Investment Advisory Agreement provides for fees to
be computed at an annual rate of 0.60% of the ND Tax-Free Fund's
average daily net assets.
The ND Tax-Free Fund has adopted a distribution plan pursuant to
Rule 12b-1 under the 1940 Act (the Plan), whereby the Fund shall
pay at the annual rate of 0.75% of the average daily net assets of
the ND Tax-Free Fund's shares. Pursuant to the Plan, ND Capital is
entitled to reimbursement each month for its actual expenses
incurred in the distribution and promotion of the ND Tax-Free
Fund's shares, including the printing of prospectuses and reports
used for sale purposes, expenses of preparation and printing of
sales literature and other such distribution related expenses,
including any distribution or service fees paid to securities
dealers who have executed a dealer sales agreement with ND Capital.
ND Capital will be reimbursed at a rate not to exceed 0.75% of the
average daily net assets of the ND Tax-Free Fund for the prior
month.
Montana Tax-Free Fund, Inc.
ND Money Management, Inc., the Montana Tax-Free Fund's investment
adviser; ND Capital, Inc., the Montana Tax-Free Fund's underwriter;
and ND Resources, Inc., the Montana Tax-Free Fund's transfer agent,
are subsidiaries of ND Holdings, Inc. (the Company), the Montana
Tax-Free Fund's sponsor.
The Montana Tax-Free Fund has engaged ND Money Management, Inc. to
provide investment advisory and management services to the Montana
Tax-Free Fund. The Investment Advisory Agreement provides for fees
to be computed at an annual rate of 0.60% of the Montana Tax-Free
Fund's average daily net assets.
The Montana Tax-Free Fund has adopted a distribution plan pursuant
to Rule 12b-1 under the 1940 Act (the Plan), whereby the Montana
Tax-Free Fund shall pay the annual rate of 0.75% of the average
daily net assets of the Montana Tax-Free Funds to ND Capital, its
principal underwriter, for expenses incurred in the distribution of
the Montana Tax-Free Fund's shares. Pursuant to the Plan, ND
Capital, is entitled to reimbursement each month for its actual
expenses incurred in the distribution and promotion of the Montana
Tax-Free Fund's shares, including the printing of prospectuses and
reports used for sales purposes, expense of preparation and
printing of sales literature and other such distribution related
expenses, including any distribution or service fees paid to
securities dealers who have executed a dealer sales agreement with
ND Capital. ND Capital will be reimbursed at a rate not to exceed
0.75% of the average daily net assets of the Montana Tax-Free Fund
for the prior month.
ND Insured Income Fund, Inc.
ND Money Management, Inc., the ND Insured Income Fund's investment
advisor; ND Capital, Inc., the ND Insured Income Fund's
underwriter; and ND Resources, Inc., the North Dakota Insured
Income Fund's transfer agent, are subsidiaries of ND Holdings, Inc.
(the Company), the ND Insured Income Fund's sponsor. ND Resources,
Inc. owns 11,262 shares (approximately 3%) of the ND Insured Income
Fund as of December 31, 1994.
<PAGE>
The ND Insured Income Fund has engaged ND Money Management, Inc. to
provide investment advisory and management services to the ND
Insured Income Fund. The Investment Advisory Agreement provides
for fees to be computed at an annual rate of .60% of the ND Insured
Income Fund's average daily net assets.
The ND Insured Income Fund is a load fund carrying a sales charge
of 4.5% payable to the underwriter (subject to a dealer allowance
of 4%) of the offering price on sales of less than $100,000.
Integrity Fund of Funds, Inc.
ND Money Management, Inc., the Integrity Fund of Funds Fund's
investment advisor; ND Capital, the Integrity Fund of Funds Fund's
underwriter; and ND Resources, Inc., the Integrity Fund of Funds
Fund's transfer agent, are subsidiaries of ND Holdings, Inc. (the
Company), the Integrity Fund of Funds Fund's sponsor. ND Capital,
has invested $100,000 in Integrity Fund of Funds as of December 31,
1994. ND Capital, Inc., Integrity Fund of Funds, Inc.'s principal
underwriter, purchased 10,000 shares of Integrity Fund of Funds,
Inc. for $10 a share on August 19, 1994, in order to infuse
$100,000 of net worth into Integrity fund of Funds, Inc. and
thereby enable it to make a public offering of its shares. It is
expected that as a result of the public offering the percentage of
Integrity Fund of Funds, Inc.'s shares owned by ND Capital, Inc.
will decrease to less than 5%.
The Integrity Fund of Funds Fund has engaged ND Money Management,
Inc. to provide investment advisory and management services to the
Integrity Fund of Funds. The Investment Advisory Agreement
provides for advisory fees to be computed at an annual rate of .90%
for the Integrity Fund of Fund's average daily net assets.
The Ranson Acquisition
The Company completed a transaction on January 5, 1996 which will
allowed the Company to acquire management of the Ranson Managed
Portfolios (the "Ranson Managed Portfolios"), through acquisition
of their advisor, Ranson Capital Corporation and its parent, The
Ranson Company, Inc., as wholly-owned subsidiaries of the Company.
Terms of the acquisition, discussed in greater detail in the
following paragraphs, are as follows: a purchase price of
approximately $6,196,403 (subject to 180 day adjustment based upon
net redemptions of the Ranson Managed Portfolios between January 5,
1996 and July 3, 1996). $5,083,274 (80%) of purchase price was
paid to The Ranson Company, Inc. shareholders on January 5, 1996.
$1,113,129 is held in escrow pending final adjustment of the
purchase price on July 3, 1996. Prior to this acquisition, the
Company had no affiliation with The Ranson Company, Inc., it
subsidiary or its shareholders.
Ranson Capital Corporation ("Ranson Capital") a Kansas corporation,
is the investment adviser and manager for each Series of the Ranson
Managed Portfolios. Ranson Capital is a broker/dealer registered
with the Securities and Exchange Commission and is a wholly-owned
subsidiary of The Ranson Company, Inc., a Kansas corporation.
Ranson Capital was formed in 1990 and acts as investment advisor
and fund manager for the Ranson Managed Portfolios, consisting of
the Kansas Insured Intermediate Fund, Kansas Municipal Fund and the
Nebraska Municipal Fund. John A. Ranson, Alex R. Meitzner, Mark J.
Kneedy, John J. Hass, Robin K. Pinkerton, Stephen E. Shorgren and
Douglas K. Rogers (the "Selling Ranson Stockholders") previously
owned all the outstanding Common Stock of The Ranson Company, Inc.
None of these persons have any affiliation with the Company. None
of the Selling Ranson Stockholders will become a director or
executive officer of the Company.
The Selling Ranson Stockholders of The Ranson Company, Inc., the
parent of Ranson Capital, have entered into a contract dated as of
September 15, 1995 (the "Agreement") whereby the Company acquired
all outstanding shares of The Ranson Company, Inc. and therefore
acquired all business related to the Ranson Managed Portfolios
through the indirect acquisition of Ranson Capital (the
"Acquisition"). The Company has agreed to continue the management
and operation of the Ranson Managed Portfolios in the manner
conducted by prior management staff. Ranson Capital, which is now
wholly-owned by the Company continues by that name and continues to
act as investment adviser and manager for each Series of the Ranson
Managed Portfolios. Management of the Company now controls Ranson
Capital.
<PAGE>
Purchase Price. The total purchase price to be paid by the
Company to the Ranson Stockholders for the Purchased Stock
(hereinafter referred to as the "Purchase Price") was determined as
follows:
(a) an amount equal to the total consolidated stockholders'
equity of The Ranson Company, Inc. and Ranson Capital determined in
accordance with generally accepted accounting principles
consistently applied, but without audit and adjusted to exclude any
amount for goodwill carried on the books of The Ranson Company,
Inc. and Ranson Capital (the "Total Ranson Stockholders' Equity")
determined as the close of business on the date immediately
preceding the Closing Date (January 5, 1996);
(b) an amount equal to three percent (3%) of the net asset
value of the Ranson Managed Portfolios' assets determined in the
manner consistent with that described in the current prospectus for
the applicable Ranson Managed Portfolios (the "Asset Portion"), as
the close of business on the date immediately preceding the Closing
Date (January 5, 1996).
Payment of Purchase Price. The Purchase Price was paid by the
Company to the Ranson Stockholders on January 5, 1996 as follows:
(a) a wire transfer totaling $5,083,274 to accounts
specified by each of the Ranson Stockholders allocated among the
Ranson Stockholders in accordance with their respective proportion
of the Purchased Stock.
(b) a wire transfer of immediately available federal funds
to First Western Bank & Trust, Minot, North Dakota (the "Escrow
Agent") in the amount of $1,113,129 (the "Deferred Purchase Price")
to be held by the Escrow Agent pursuant to terms and conditions of
the Escrow Agreement entered into by and among the Ranson
Stockholders, the Company and the Escrow Agent (the "Escrow
Agreement").
Adjustment to Deferred Purchase Price. All or a portion of the
Deferred Purchase Price ($1,113,129) may be reduced and returned to
the Company in the event there are Net Fund Redemptions as of the
close of business on the 180th day following the Closing Date
(July 3, 1996) (July 3, 1996 being referred to as the "Reduction
Date"). The term "Net Fund Redemptions" shall mean the dollar
amount of all Ranson Fund redemptions, excluding from such
calculation any redemptions of Ranson Managed Portfolios shares
owned or controlled by the Company or any of its affiliates, in
excess of the dollar amount of all Ranson Managed Portfolios sales
for the period from Closing Date to the Reduction Date. The
Deferred Purchase Price shall be reduced by three percent (3%) of
the amount of the Net Fund Redemptions. The Deferred Purchase
Price will not be subject to upward adjustment in the event the
Ranson Managed Portfolios sales exceed the Ranson Managed
Portfolios redemptions from the Closing Date to the Reduction Date.
Following any adjustment of the Deferred Purchase Price and the
payment, if any, as a result thereof to the Company, together with
all earnings of the Escrowed Ranson Managed Portfolios, the balance
of the Deferred Purchase Price shall be paid to the Ranson
Stockholders in accordance with their respective Proportionate
Amounts. In no event shall there be any reduction of the Purchase
Price in excess of the principal amount of the Deferred Purchase
Price, regardless of the amount of the Net Fund Redemptions on the
Reduction Date.
Operation of Ranson Managed Portfolios After Closing. The
Company's management is now in control of Ranson Capital
Corporation. The Company agreed to continue the management and
operation of the Ranson Managed Portfolios following the Closing
through the Reduction Date in the ordinary course as was formerly
conducted in order to minimize the Net Fund Redemptions after
Closing. The Company agreed that none of the Ranson Managed
Portfolios will be merged, consolidated, combined or transferred
with or to any other Ranson Managed Portfolios until after the
Reduction Date.
Allocation of Purchase Price. The Ranson Stockholders and the
Company agreed that the entire Purchase Price is allocated to the
Purchased Stock and that no portion of the Purchase Price is
allocated to the non-competition covenants.
<PAGE>
Termination of Employees. The Ranson Company, Inc. and Ranson
Capital terminated the employment of all employees of The Ranson
Company, Inc. and Ranson Capital, except for three employees
retained by the Company. All liabilities of The Ranson Company,
Inc. and Ranson Capital to terminated employees for accrued
compensation, vacation pay or severance pay were paid prior to the
Closing or accrued as liabilities in connection with the
determination of the Total Ranson Stockholders' Equity. The Ranson
Capital's 401(k) Profit Sharing Plan was terminated prior to
Closing. Three management employees of Ranson Capital Company
remain after completion of The Ranson Company, Inc. acquisition.
None of the "Selling Ranson Stockholders" is or will become a
director or executive officer of the Company.
Disposition of Unit Trust Business. On or prior to the Closing
Date, Ranson Capital disposed of its Unit Trust Business (separate
from the Ranson Managed Portfolios) by transfer of the Unit Trust
Business, which transfer was made without any consideration or
payment to Ranson Capital or The Ranson Company, Inc.
Non-Competition Covenants. For a period of three (3) years from
the Closing Date, John A. Ranson and Alex R. Meitzner each agreed
that he would not conduct a business in competition with the
management of open-end investment companies (mutual funds)
registered under the Investment Company Act of 1940 (the "1940
Act"). For a period of three (3) years from the Closing Date,
Douglas K. Rogers agreed that he would not conduct a business which
consists of the management of open-end investment companies (mutual
funds) registered under the 1940 Act, the investments of which
consist of interest bearing obligation issued by or on behalf of
municipalities or other governmental authorities in the states of
Kansas or Nebraska, the interest income from which is exempt from
federal and Kansas or Nebraska state income taxes.
Investment Management Agreements With The Ranson Managed Portfolios
Consummation of the Agreement by the Company to acquire The Ranson
Company, Inc. and Ranson Capital constituted an "assignment," as
that term is defined in the Investment Company Act of 1940 (the
"1940 Act"), of the Ranson Fund's current investment management
agreements with Ranson Capital. As required by the 1940 Act, the
current investment management agreements provide for their
automatic termination in the event of their assignment. In
anticipation of the Acquisition, new investment management
agreements (the "Contracts") between each Series and Ranson Capital
were proposed for approval and accepted by Ranson Managed Portfolio
fund shareholders of each Series. The new management agreements
for the Ranson Managed Portfolios are on the same terms as the
current management agreements. Management of the Ranson Managed
Portfolios will be performed by the Company's current management
team.
The Contracts provide that Ranson Capital will supply investment
research and portfolio management, including the selection of
securities for the Ranson Managed Portfolios to purchase, hold or
sell and the selection of brokers through whom the Ranson Fund's
portfolio transactions are executed. Ranson Capital also agrees to
administer the business affairs of the Ranson Managed Portfolios,
furnish offices, necessary facilities and equipment, provide
administrative services, and permit its officers and employees to
serve without compensation as Trustees and officers of the Ranson
Managed Portfolios if duly elected to such positions. The
Contracts provide that Ranson Capital may, at its option, appoint
a subadviser which shall assume all of such responsibilities and
obligations of the adviser pursuant to such Contracts as shall be
delegated to the subadviser. Any subadviser appointed by Ranson
Capital must be approved by a majority of the outstanding shares of
the Ranson Managed Portfolios.
The Contracts will remain in effect until December 1, 1996. The
Contracts may continue in effect from year to year thereafter if
specifically approved at least annually by the Trustees of the
Ranson Managed Portfolios or by a vote of the majority of the
outstanding shares of the Ranson Managed Portfolios. The
continuation of the Contracts must also be approved by a vote of a
majority of the disinterested Trustees of the Ranson Managed
Portfolios, cast in person at a meeting called for such purpose.
The Contracts may be terminated by either party without penalty
with sixty days written notice and will automatically terminate in
the event of assignment.
For Ranson Capital's services under each of the Contracts, the
Ranson Managed Portfolios agree to pay Ranson Capital a monthly
management and investment advisory fee equivalent on an annual
basis to .50 of 1% of the Ranson Fund's average daily net assets.
<PAGE>
Under the terms of each of the Contracts, Ranson Capital has agreed
to pay all expenses of the Ranson Managed Portfolios, including the
Ranson Fund's management and investment advisory fee and the Ranson
Fund's dividend disbursing, administrative and accounting services
fees (but excluding taxes and brokerage fees and commissions, if
any) that exceed 1.25% (.75 in the case of Kansas Insured
Intermediate Fund) of the Ranson Fund's average daily net assets on
an annual basis up to the amount of the investment advisory and
management fee payable by the Ranson Managed Portfolios to Ranson
Capital. Reimbursements by Ranson Capital for the Ranson Fund's
expenses will be paid monthly based on annualized year-to-date
expenses. All other expenses shall be paid by the Ranson Managed
Portfolios. From time to time and subject to discontinuance at any
time, Ranson Capital may voluntarily assume certain expenses of the
Ranson Managed Portfolios. This would have the effect of lowering
the overall expense ratio of the Ranson Managed Portfolios and of
increasing the yield to investors. The Ranson Fund's expenses
include, among others, taxes, brokerage fees and commissions, if
any, fees of disinterested Trustees, expenses of Trustees' and
Ranson Stockholders' meetings, insurance premiums, expenses of
redemption of shares, expenses of issue and sale of shares (to the
extent not borne by the distributors), expenses of printing and
mailing certificates, association membership dues, charges of the
Ranson Fund's custodian, and bookkeeping, auditing and legal
expenses, and the fees and expenses of registering the Ranson
Managed Portfolios and its shares with the Securities and Exchange
Commission, registering or qualifying its shares under state
securities laws and the expenses of preparing and mailing
prospectuses and reports to Ranson Stockholders.
Ranson Capital acts as the Ranson Fund's administrative and
accounting services agent. For these services, Ranson Capital
receives and administrative and accounting services fee payable
monthly by the Ranson Managed Portfolios equal to sum of (i) $1,500
per month if the Ranson Fund's average daily net assets are greater
than $50 million but do not exceed $100 million, and $2,500 per
month if the Ranson Fund's average daily net assets exceed $100
million, and (ii) 0.15% of the Ranson Fund's average daily net
assets on an annual basis for the Ranson Fund's average daily net
assets in excess $20 million but not exceeding $40 million, 0.10%
of the Ranson Fund's average daily net assets on an annual basis
for the Ranson Fund's next $20 million of average daily net assets,
0.05% of the Ranson Fund's average daily net assets on an annual
basis for the Ranson Fund's next $60 million of average daily net
assets, 0.02% of the Ranson Fund's average daily net assets on an
annual basis for the Ranson Fund's next $400 million average daily
net assets, and 0.01% of the Ranson Fund's average daily net assets
on an annual basis for the Ranson Fund's average daily net assets
in excess of $500 million, together with reimbursement of Ranson
Capital's out-of-pocket expenses. This fee and reimbursement are
in addition to the investment advisory and management fee received
by Ranson Capital from each of the Ranson Managed Portfolios.
Other Significant Business Transactions
During 1990, the Company purchased $110,000 in debentures issued by
CFH Corporation. CFH Corporation was a start up manufacturing firm
located in Minot, North Dakota. In 1992, CFH Corporation failed
and went out of operation. The Company took possession of CFH
Corporation's equipment as collateral. The debentures were written
down to $30,000 on the books of the Company. In 1994, the Company
sold all the assets of CFH Corporation which the Company had in its
possession for $4,000 and wrote off the remaining balance of
$26,000. The Company was not involved in the management or
operation of CFH Corporation, neither the Company, nor any of it
directors or executive officers were or have been affiliated in any
way with CFH Corporation.
SHARES ELIGIBLE FOR FUTURE SALE
Through this prospectus, the Company has included the registration
of 4,859,207 shares to be offered in exchange for unregistered
shares held by certain current shareholders of the Company,
allowing such shareholders shares to be exchanged for registered
shares. As an alternative these shareholders have the option to
elect cash rescission.
Assuming that all persons so offered elect to exchange unregistered
shares for registered shares, immediately following this offering,
there will remain 8,191,751 shares of Common Stock outstanding. Of
such shares, the 4,859,207 shares of Common Stock to be exchanged
in this offering will be registered and immediately eligible for
sale in the public market. An additional 2,967,964 shares
distributed between October, 1987 and August 31, 1992 (excluding
shares held by affiliates of the Company) are available for
immediate sale pursuant to exemptions
<PAGE>
from registration provided by
Rule 144 and Rule 144(k) under the Securities Act. As a result of
the registration of exchange shares to the benefit of certain of
the Company's current Shareholders, only shares held by affiliates
of the Company will be subject to the resale limitations placed
upon "restricted securities" as described under Rule 144.
In general, under Rule 144 as currently in effect, if two years
have elapsed since the later of the date of acquisition of
restricted shares from the Company or from any "affiliate" of the
Company (as that term is defined under the Securities Act), the
acquirer or subsequent holder thereof is entitled to sell in the
public market within any three-month period a number of shares that
does not exceed the greater of 1% of then outstanding shares of
Common Stock or the average weekly trading volume for the Common
Stock on all exchanges and/or transactions reported through the
automated quotation system of a registered securities association
during the four calendar weeks preceding the date on which notice
of the sale is filed with the SEC. Such sales under Rule 144 are
also subject to certain manner of sale provisions, notice
requirements and the availability of current public information
about the Company. If three years have elapsed since the later of
the date of acquisition of restricted shares from the Company or
from any affiliate of the Company, and the acquirer or subsequent
holder thereof is deemed not to have been an affiliate of the
Company at any time during the 90 days preceding a sale, such
person would be entitled to sell such shares in the public market
under Rule 144(k) without regard to the volume limitations, manner
of sale provisions, public information requirements or notice
requirements. All 2,989,612 shares purchased prior to September 1,
1992 and now held by nonaffiliates of the Company are eligible for
public sale pursuant to Rule 144(k).
All executive officers and directors of the Company, who prior to
this offering beneficially owned 14.7% of the outstanding shares of
Common Stock have agreed that they will not offer, contract to sell
or effect any sale or distribution, including any sale pursuant to
Rule 144 under the Securities Act, of any equity securities of the
Company or of any securities convertible into or exchangeable or
exercisable for any equity securities of the Company prior to the
expiration of 180 days after the date of this Prospectus without
the prior written consent of the Company. Upon expiration of this
period 1,414,580 shares of Common Stock, and shares issuable upon
exercise of stock warrants, that are deemed to be "restricted
securities" pursuant to Rule 144 under the Securities Act, will be
eligible for sale in reliance upon Rule 144, subject to volume and
other restrictions contained therein.
PLAN OF DISTRIBUTION
The Company has not retained an underwriter, and no broker/dealers
will be engaged, with respect to this rescission exchange offering
by the Company. The Company is making the offering, through its
officers and directors, directly to the purchasers of the
unregistered Common Stock sold during September 1, 1992 through
March 9, 1995. No discounts, commissions or other compensation
will be paid with respect to such exchanges. The rescission offer
will remain open for 30 days following the effective date of this
registration statement, which is the date of this Prospectus or 30
days from your receipt of this prospectus, whichever is later.
Shareholder offerees who do not respond within the time period will
be deemed to have elected to rescind the purchase of the previously
issued unregistered Common Stock in exchange for registered Common
Stock. Registered Common Stock will not be issued and cash will
not be paid until the original unregistered Common Stock are
delivered to the Company. Holders of unregistered Common Stock
purchased during September 1, 1992 through March 9, 1995 may elect
rescission for cash by completing the appropriate information and
marking the Letter of Transmittal enclosed herewith to that effect
to the Company and delivering the Letter of Transmittal,
accompanied by the original shares, addressed as follows: ND
Holdings, Inc., Cash Rescission Offer, 201 South Broadway, Minot,
North Dakota 58701. Holders may elect to exchange unregistered
Common Stock for registered Common Stock by completing the
appropriate information and marking the Letter of Transmittal
enclosed herewith to that effect to the Company and delivering the
Letter of Transmittal, accompanied by the shares, addressed as
follows: ND Holdings, Inc., Common Stock Exchange Offer, 201 South
Broadway, Minot, North Dakota 58701.
Audit Committee/Public Director
As required by the NASD Bylaws, within twelve months after the date
of this Prospectus the Company will establish an Audit Committee,
one member of which must be a public director; a public director is
defined as a
<PAGE>
director elected from the general public who does not
own or control the power to vote five percent or more of the
outstanding voting securities of the Company, who is not engaged in
the investment banking or securities business, and who is not an
officer or employee of the Company or a member of the immediate
family of an employee occupying a managerial position with the
Company.
It is anticipated that the Audit Committee will consist of one
public director and Robert E. Walstad. The functions of the Audit
Committee will include: review of the scope of the audit; review
with the independent auditors of the corporate accounting practices
and policies and recommend to whom reports should be submitted
within the Company; review with the independent auditors their
final reports; review with internal and independent auditors
overall accounting and financial control; and to be available to
the independent auditors during the year for consultation purposes.
LEGAL MATTERS
Dihle & Co., P.C., 504 East Central Avenue, Suite 101, Minot, North
Dakota 58701, has acted as counsel for the Company in connection
with this offering and will render an opinion concerning the
legality of the sales of the Shares offered hereby.
EXPERTS
The consolidated financial statements of ND Holdings, Inc. and
subsidiaries for each of the three years included in this
Prospectus have been so included in reliance on the report of Brady
Martz & Associates, P.C., independent auditors, given on the
authority of said firm as experts in auditing and accounting. The
consolidated financial statements of The Ranson Company, Inc. and
subsidiary for each of the three years included in this Prospectus
have been so included in reliance on the report of Allen, Gibbs and
Houlik, L.C. independent auditors, given on the authority of said
firm as experts in auditing and accounting.
ADDITIONAL INFORMATION
This Prospectus constitutes an integral part of a Registration
Statement on Form S-1 (which together with all amendments, exhibits
and schedules thereto, is referred to as the "Registration
Statement") filed by the Company with the SEC under the Securities
Act with respect to the Common Stock offered hereby. This
Prospectus omits information contained in the Registration
Statement in accordance with the rules and regulations of the SEC.
Reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and
the securities offered hereby. Statements contained herein
concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of
such document filed as an Exhibit to the Registration Statement or
otherwise filed with the SEC. Each such statement is qualified in
its entirety by such reference. The Registration Statement,
including the exhibits and schedules thereto, may be inspected
without charge at the SEC's principal office, located at 450 Fifth
Street NW, Room 1024, Washington, DC 20549. Copies of the
Registration Statement or any part thereof can be obtained at
prescribed rates from the Commission's public reference section at
its principal office.
No dealer, salesperson or other person is authorized to give any
information or to make any representation not contained in the
Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by
the Company or the Underwriter. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities to which it relates in any jurisdiction to
any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs
of the Company since the date hereof or that the information
contained herein is correct as of any time subsequent to the date
of this Prospectus.
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and
in accordance therewith will file reports, proxy statements and
other information with the Securities and Exchange Commission
("Commission"). Such reports, proxy statements, and other
information
<PAGE>
filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at its
principal office at 450 Fifth Street NW, Room 1024, Washington DC
20549. Copies of such material may be obtained from the Public
Reference Section of the Commission at prescribed rates.
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS (HISTORICAL)
INDEPENDENT AUDITOR'S REPORT - BRADY, MARTZ & ASSOC., P.C.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995, 1994 AND 1993
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
ADDITIONAL INFORMATION
Independent Auditor's Report on Additional Information
Schedule X - Supplemental Income Statement Information
Selected Financial Data
Quarterly Results of Consolidated Operations (Unaudited)
PRO FORMA FINANCIAL STATEMENTS OF ND HOLDINGS, INC. AND SUBSIDIARIES
AND THE RANSON COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
Consolidated Statements of Operations
Notes to Pro Forma Supplemental Information
BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED
STATEMENTS OF ASSETS AND LIABILITIES AND DIRECT REVENUES, DIRECT EXPENSES
AND ALLOCATED INDIRECT EXPENSES
INDEPENDENT AUDITORS' REPORT - ALLEN, GIBBS & HOULIK, L.C.
Statements of Assets and Liabilities of Business Acquired
Statements of Direct Revenues, Direct Expenses and
Allocated Indirect Expenses of Business Acquired
Notes to Statements of Assets and Liabilities
and Direct Revenues, Direct Expenses
and Allocated Indirect Expenses
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
AS OF DECEMBER 31, 1995 AND 1994
Statement of Assets and Liabilities of Business Acquired
Statements of Direct Revenues and Expenses of Business Acquired
Notes to Unaudited Financial Statements of Business Acquired
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
MINOT, NORTH DAKOTA
CONSOLIDATED FINANCIAL STATEMENTS
AS OF
DECEMBER 31, 1995, 1994 AND 1993
AND
INDEPENDENT AUDITOR'S REPORT
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Pages
INDEPENDENT AUDITOR'S REPORT 1
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets 2-3
Consolidated Statements of Operations 4
Consolidated Statements of Stockholders' Equity 5
Consolidated Statements of Cash Flows 6-7
Notes to Consolidated Financial Statements 8-14
ADDITIONAL INFORMATION
Independent Auditor's Report on Additional Information 15
Schedule X - Supplemental Income Statement Information 16
Schedules other than the one listed above are omitted
since they are not required or are not applicable, or the
required information is shown in the financial statements or
notes thereon.
Selected Financial Data 17
Quarterly Results of Consolidated Operations (Unaudited) 18
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Stockholders and Directors of
ND Holdings, Inc. and Subsidiaries
Minot, North Dakota 58701
We have audited the accompanying consolidated balance sheets of
ND Holdings, Inc. and Subsidiaries (a North Dakota Corporation)
as of December 31, 1995 and 1994 and the related consolidated
statements of operations, stockholders' equity and cash flows
for the years ended December 31, 1995, 1994 and 1993. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of ND Holdings, Inc. and Subsidiaries as of December
31, 1995 and 1994, and the results of its operations and its
cash flows for the years ended December 31, 1995, 1994 and 1993
in conformity with generally accepted accounting principles.
As discussed in Notes 1 and 6 to the financial statements, in
1994 the Company changed its method of accounting for investment
securities as required by Statement of Financial Accounting
Standards No. 115, and in 1993 the Company changed its method of
accounting for income taxes as required by Statement of
Financial Accounting Standards No. 109.
BRADY, MARTZ & ASSOCIATES, P.C.
January 12, 1996
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
ASSETS
1995 1994
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 4,894,838 $ 1,160,063
Trading account securities - 2,674,000
Securities available-for-sale 322,900 1,467,598
Accounts receivable
- ND Tax-Free Fund, Inc. 113,399 91,993
- ND Insured Income Fund, Inc. 5,137 1,780
- Montana Tax-Free Fund, Inc. 21,446 7,479
- South Dakota Tax-Free Fund, Inc. 5,886 1,775
- Integrity Fund of Funds, Inc. 16,039 -
Accrued interest receivable - 76,052
----------- -----------
Total current assets $ 5,379,645 $ 5,480,740
----------- -----------
EQUIPMENT $ 100,680 $ 67,645
Less accumulated depreciation 53,631 33,063
----------- -----------
Net equipment $ 47,049 $ 34,582
----------- -----------
OTHER ASSETS
Deferred sales costs $ 2,840,238 $ 2,822,393
Deferred tax benefit 1,042,400 880,000
Covenant not to compete (net of
amortization of $127,648 and
$120,487 for 1995 and 1994, respectively) - 7,161
Investment in limited partnership 6,186 7,122
Deposits 44,235 -
Acquisition costs 29,090 -
S-1 registration costs 81,743 -
----------- -----------
Total other assets $ 4,043,892 $ 3,716,676
----------- -----------
TOTAL ASSETS $ 9,470,586 $ 9,231,998
=========== ===========
</TABLE>
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Commissions payable $ 17,781 $ 7,780
Accounts payable 64,069 34,631
Accrued interest payable 6,205 3,492
Payroll taxes payable 2,005 6,367
Current portion of investment certificates 10,000 -
----------- -----------
Total current liabilities $ 100,060 $ 52,270
----------- -----------
LONG-TERM LIABILITIES
Investment certificates $ 270,100 $ 281,100
Less current portion shown above 10,000 -
----------- -----------
$ 260,100 $ 281,100
----------- -----------
TOTAL LIABILITIES $ 360,160 $ 333,370
----------- -----------
STOCKHOLDERS' EQUITY
Common stock - 20,000,000 shares
authorized, no par value; 8,191,751
and 7,997,313 shares issued and
outstanding, respectively $10,760,074 $10,322,387
Accumulated deficit (1,671,548) (1,298,487)
Unrealized gain (loss) on securities available-
for-sale 21,900 (125,272)
----------- -----------
Total stockholders' equity $ 9,110,426 $ 8,898,628
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 9,470,586 $ 9,231,998
=========== ===========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES
Fee income $ 1,327,302 $ 1,077,089 $ 813,402
Commissions 78,014 53,062 52,353
----------- ----------- -----------
Total revenue $ 1,405,316 $ 1,130,151 $ 865,755
----------- ----------- -----------
OPERATING EXPENSES
Compensation and benefits $ 725,902 $ 616,773 $ 444,248
General and administrative expenses 527,581 451,515 401,392
Deferred sales costs recognized 808,286 549,835 318,425
Depreciation and amortization 27,729 58,316 52,115
Interest 27,948 27,812 22,971
----------- ----------- -----------
Total operating expenses $ 2,117,446 $ 1,704,251 $ 1,239,151
----------- ----------- -----------
OPERATING LOSS $ (712,130) $ (574,100) $ (373,396)
----------- ----------- -----------
OTHER INCOME (EXPENSES)
Interest and dividends $ 314,253 $ 195,130 $ 41,317
Miscellaneous income - 92 2,257
Gain (loss) on bond sales, net - (25,576) 1,299
Net realized loss on securities
available-for-sale (90,084) - -
Trading securities losses, net (47,774) (42,898) -
Loss on debentures - (26,000) -
Partnership income (losses) 274 (4,024) -
Unrealized loss on investments - - (10,132)
----------- ----------- -----------
Total other income $ 176,669 $ 96,724 $ 34,741
----------- ----------- -----------
LOSS BEFORE INCOME TAX BENEFIT AND
CUMULATIVE EFFECT ADJUSTMENT $ (535,461) $ (477,376) $ (338,655)
DEFERRED INCOME TAX BENEFIT 162,400 205,500 135,000
----------- ----------- -----------
LOSS BEFORE CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING PRINCIPLE $ (373,061) $ (271,876) $ (203,655)
CUMULATIVE EFFECT ON PRIOR YEARS
OF ACCOUNTING CHANGE - - 539,500
----------- ----------- -----------
NET INCOME (LOSS) $ (373,061) $ (271,876) $ 335,845
=========== =========== ===========
NET INCOME (LOSS) PER SHARE:
Loss before effect of a change
in accounting principle $ (.05) $ (.08) $ (.08)
Cumulative effect on prior years
of accounting change $ - $ - $ .11
Net income (loss) $ (.05) $ (.04) $ .07
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
Unrealized
Gain (Loss)
on Securities
Common Accumulated Available-
Stock Deficit For-Sale Total
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1993 $ 3,540,712 $ (1,378,988) $ - $ 2,161,724
Stock issued, net of
redemptions of $33,315 2,737,283 - - 2,737,283
Net income - 335,845 - 335,845
----------- ----------- ---------- -----------
BALANCE, DECEMBER 31,
1993, AS RESTATED $ 6,277,995 $ (1,043,143) $ - $ 5,234,852
Stock issued, net of
redemptions of $326,350 4,044,392 - - 4,044,392
Cumulative effect on prior years for
initial application of SFAS No. 115 - 16,532 (16,532) -
Net loss - (271,876) - (271,876)
Change in unrealized loss on
securities available-for-sale - - (108,740) (108,740)
----------- ----------- ---------- -----------
BALANCE, DECEMBER 31, 1994 $10,322,387 $(1,298,487) $ (125,272) $ 8,898,628
Stock issued, net of
redemptions of $226,059 437,687 - - 437,687
Net loss - (373,061) - (373,061)
Change in unrealized gain (loss) on
securities available-for-sale - - 147,172 147,172
----------- ----------- ---------- -----------
BALANCE, DECEMBER 31, 1995 $10,760,074 $(1,671,548) $ 21,900 $ 9,110,426
=========== =========== ========== ===========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (373,061) $ (271,876) $ 335,845
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Depreciation and amortization 27,729 58,316 52,115
Deferred sales cost recognized 808,286 549,835 318,425
Unrealized loss on investments - - 10,132
(Gain) loss on sale of bonds - 25,576 (3,273)
Net realized loss on securities
available-for-sale 90,084 - -
Loss on sale of investments - - 1,974
Net unrealized loss on trading securities - 5,505 -
Net decrease (increase) in trading securities 2,674,000 (2,679,507) -
Loss on debenture - 26,000 -
Increase in deferred tax benefit (162,400) (205,500) (674,500)
(Increase) decrease in:
Accounts receivable (58,880) (23,663) (23,670)
Accrued interest receivable 76,052 (70,654) (5,398)
Deferred sales costs capitalized (826,131) (874,673) (1,002,437)
Deposits, Acquisition costs, S-1 Registration (155,068) - -
Increase (decrease) in:
Commissions payable 10,001 (20,785) 6,537
Accounts payable 29,438 21,435 (10,861)
Accrued interest payable 2,713 3,745 2,117
Payroll taxes payable (4,362) (1,673) (102)
----------- ----------- ------------
Net cash provided (used) by operating activities $ 2,138,401 $(3,457,919) $ (993,096)
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment $ (33,035) $ (17,205) $ (27,987)
Purchase of investments - - (1,945,368)
Proceeds from sale of investments - - 451,052
Purchase of available-for-sale securities (1,421,000) (261,842) -
Proceeds from sale of
available-for-sale securities 2,622,786 337,863 -
Purchase of covenant not to compete - - (14,751)
Return of capital from limited partnership unit 936 17,878 -
Deferred public offering costs reimbursed -
ND Tax-Free Fund, Inc. - - 1,979
Proceeds from CFH Corporation debenture - 4,000 -
----------- ----------- ------------
Net cash provided (used)
by investing activities $ 1,169,687 $ 80,694 $ (1,535,075)
----------- ----------- ------------
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing common stock
(net of stock issue costs of $46,183,
$303,326 and $205,945, respectively) $ 663,746 $ 4,370,742 $ 2,770,598
Redemption of common stock (226,059) (326,350) (33,315)
Investment certificates issued - 30,000 75,100
Redemption of investment certificates (11,000) - (5,000)
----------- ----------- ------------
Net cash provided by financing activities $ 426,687 $ 4,074,392 $ 2,807,383
----------- ----------- ------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 3,734,775 $ 697,167 $ 279,212
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 1,160,063 462,896 183,684
----------- ----------- ------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 4,894,838 $ 1,160,063 $ 462,896
=========== =========== ============
SUPPLEMENTARY DISCLOSURE OF
CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 25,235 $ 24,067 $ 20,854
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
The nature of operations and significant accounting policies
of ND Holdings, Inc. and Subsidiaries is presented to assist in
understanding the Company's financial statements.
Nature of operations - ND Holdings, Inc. and Subsidiaries
the Company) was established in September 1987 as a North Dakota
corporation. The primary purpose of the Company is to provide
investment advisory, asset management, underwriting, and transfer
agent services for the Integrity Mutual Funds which consists of ND
Tax-Free Fund, Inc., ND Insured Income Fund, Inc., Montana Tax-Free
Fund, Inc., South Dakota Tax-Free Fund, Inc., and Integrity
Fund of Funds, Inc. (the Funds). Located in Minot, North Dakota,
the Company is marketing its services throughout the Midwest.
Principles of consolidation - The consolidated financial
statements include the accounts of ND Holdings, Inc. and its
wholly-owned subsidiaries, ND Money Management, Inc., ND Capital,
Inc. and ND Resources, Inc. All significant intercompany
transactions and balances have been eliminated in the accompanying
consolidated financial statements.
Concentrations - The Company receives a majority of its
revenues from the mutual funds described in the preceding
paragraph. Therefore, the Company is economically dependent upon
the operating results of these funds. In addition, three of the
funds are state-specific municipal bond funds. This concentration
in a specific state may result in that fund investing a relatively
high percentage of its assets in a limited number of issuers.
Use of estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
Revenue recognition - Investment advisory fees, transfer
agent fees, service fees, and commissions are recorded as revenues
as the related services are performed by the company's
subsidiaries on behalf of the Funds listed above. Contingent
deferred sales charges (CDSC) are received from the ND Tax-Free
Fund, Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-Free
Fund, Inc. and Integrity Fund of Funds, Inc., and recorded as
revenue when investors sell shares of said funds within the first
five years of purchase. Commission income is also received for
the sale of investments in other mutual funds.
<PAGE>
NOTE 1 - (CONTINUED)
Cash and cash equivalents - The Company's policy is to record
all liquid investments with original maturities of three months or
less as cash equivalents. Liquid investments with maturities
greater than three months are recorded as investments.
Investments - Investment securities that are held for short-term
resale are classified as trading securities and carried at
fair value. All other marketable securities are classified as
available-for-sale and are carried at fair value. Realized and
unrealized gains and losses on trading securities are included in
net income. Unrealized gains and losses on securities available-
for-sale are recognized as direct increases or decreases in
stockholders' equity. Cost of securities sold is recognized using
the specific identification method.
Equipment is stated at cost less accumulated depreciation
computed on the straight-line and accelerated methods over
estimated useful lives of five to seven years.
Deferred sales costs - Sales commissions paid to brokers and
dealers in connection with the sale of shares of the Funds sold
without front-end sales charges are capitalized and amortized
over a five year period. The five year period approximates the
time during which deferred sales commissions are expected to be
recovered from distribution plan payments received. Periodically,
management adjusts these costs for contingent deferred sales
charges received from shareholders of the Funds to properly match
future amortization with the Company's right to recover the
remaining costs with investment advisory fees to be received on
the assets under management.
Covenant not to compete is carried on the books at cost less
accumulated amortization computed on the straight-line method over
the life of the covenant, which is three years.
Income taxes - The Company files a consolidated income tax
return with its wholly-owned subsidiaries. In 1994 the Company
adopted the Statement of Financial Accounting Standards (SFAS) No
109, Accounting for Income Taxes, and has retroactively applied
the change in its method of accounting for income taxes to the
1993 financial statements. See Note 6 for the effects of the
retroactive application to 1993.
NOTE 2 - CASH AND CASH EQUIVALENTS
Cash and cash equivalents at December 31, 1995 and 1994
consist of the following:
<TABLE>
<CAPTION>
Current Amount
Current Interest --------------------------
Maturity Rate 1995 1994
-------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Cash in checking Demand - $ 4,199 $ 3,934
Dean Witter Money
Market Accounts Demand 4.00-
5.00% 4,890,639 1,156,129
----------- -----------
$ 4,894,838 $ 1,160,063
=========== ===========
</TABLE>
<PAGE>
NOTE 3 - INVESTMENTS
Investments and their balance sheet classification at
December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
Gross Gross Gross Estimated
Amortized Unrealized Unrealized Market
1995 Investment Securities Cost Gain Loss Value
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Securities available-for-sale:
Mutual fund investments $ 301,000 $ 21,900 $ - $ 322,900
========== ========= ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Gross Gross Gross Estimated
Amortized Unrealized Unrealized Market
1994 Investment Securities Cost Gain Loss Value
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Securities available-for-sale:
South Dakota municipal bond $ 100,000 $ - $ 16,000 $ 84,000
Mutual fund investments 1,492,870 - 109,272 1,383,598
$1,592,870 $ - $ 125,272 $ 1,467,598
========== ========= ========= ===========
</TABLE>
The South Dakota municipal bond matures in the year 2011.
The mutual fund investments have no contractual maturity and are
due on demand.
NOTE 4 - RELATED PARTY TRANSACTIONS
As disclosed in Note 1, ND Holdings, Inc. and its
Subsidiaries have an affiliation with the Funds. ND Capital, Inc.
(a subsidiary) received revenue of $421,182 in 1995, $313,717 in
1994, and $254,490 in 1993 from fees related to the services
provided to the Funds. ND Money Management, Inc. (a subsidiary)
received revenue totaling $693,429 in 1995, $571,254 in 1994, and
$417,747 in 1993 from fees related to the services provided to the
Funds. ND Resources, Inc. (a subsidiary) received revenue
totaling $167,346 in 1995 and $105,424 in 1994 from fees related
to the services provided to the Funds. The Company has also
received dividend income from investments in the Funds. These
investments produced $59,244, $71,708 and $25,208 in dividend
income for 1995, 1994 and 1993, respectively. Because of the
nature of these relationships, ND Holdings, Inc. and its
Subsidiaries are economically dependent on the Funds for a
majority of its current revenue.
<PAGE>
NOTE 5 - INVESTMENT CERTIFICATES
The Company had a private offering of investment
certificates. The certificates are debt obligations and do not
represent ownership in the Company. The total offering was
$500,000 of which only $281,100 in certificates were issued. As
of December 31, 1995, $270,100 in certificates are still
outstanding. The certificates bear interest at a rate of 10% per
annum, payable semi-annually, and mature 5 years from the date of
issuance. The Company has the option of redeeming the
certificates early, but has no obligation to do so except in the
case of death of the registered holder.
The aggregate amount of required future payments on the above
long-term debt at December 31, 1995, is as follows:
<TABLE>
<CAPTION>
Year ending December 31,
<S> <C>
1996 $ 36,510
1997 177,210
1998 83,355
1999 31,500
---------
Total $ 328,575
Less amount representing interest 58,475
---------
Total due $ 270,100
=========
</TABLE>
NOTE 6 - INCOME TAXES
Effective January 1, 1993, the Company retroactively changed
its method of accounting for income taxes to conform with the
requirements of Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes. Under the provisions of SFAS
109, an entity recognizes deferred tax assets and liabilities for
future tax consequences of events that have already been
recognized in the Company's financial statements or tax returns.
The measurement of deferred tax assets and liabilities is
based on provisions of the enacted tax law; the effects of future
changes in tax laws or rates are not anticipated. The 1993
financial statements have been restated to reflect this change in
the method of accounting for income taxes. The effect of applying
the new method retroactively for the year ended December 31, 1993,
is reflected in 1993 earnings.
The increases in the deferred tax benefit for the years ended
December 31, 1995 and 1994 have been calculated on the net
operating losses for each of those years.
<PAGE>
NOTE 6 - (CONTINUED)
The asset, deferred tax benefit, has been calculated on
approximately $2,673,000 of net operating losses due to expire
between the years 2003 through 2010 as follows:
Amount Year
---------- ----
$ 110,300 2003
245,000 2004
272,000 2005
322,300 2006
435,800 2007
346,900 2008
527,700 2009
413,000 2010
----------
$2,673,000
==========
NOTE 7 - STOCK WARRANTS AND SPLITS
The Company has authorized and issued 1,050,000 perpetual
warrants as incentives to the organizers, directors, officers and
employees of the Company. These warrants, at the date of issue,
allowed for the purchase of shares of stock at $2.00 per share.
The exercise price of the warrants will be adjusted to reflect
stock splits of 11 for 10 in 1992 and 1991. No warrants have been
exercised at December 31, 1995.
NOTE 8 - EMPLOYEE RETIREMENT PLAN
The Company established a 401(K) plan during 1993 for all its
employees. This plan is solely funded by employee contributions.
The only expenses of the plan paid for by the Company are the
trustees fees, which were insignificant in 1995, 1994 and 1993.
NOTE 9 - SUBSEQUENT EVENT
On January 5, 1996, the Company paid $6,196,403 to purchase
all the shares of Ranson Company, Inc. and Subsidiaries and
acquired the rights to the investment advisor's agreement for the
Kansas Municipal Fund, Kansas Insured Municipal Fund-Limited
Maturity, and Nebraska Municipal Fund. This purchase effectively
gives the Company control over the management and operations of
these mutual funds' assets which total approximately $185,000,000.
<PAGE>
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Commercial lease - The Company has signed a five-year lease
with monthly payments of $3,000 to commence on June 1, 1996. This
lease is for new office space as the Company will be relocating
its offices and terminating its present office rental
arrangements. A provision of this lease allows the Company to
purchase the newly leased property any time during the term of the
lease.
Rescission exchange offering - The Company sent out a
preliminary rescission exchange offering prospectus to certain of
its shareholders on February 14, 1996. This preliminary
prospectus relates to the offering of shares of common stock for
re-offer and re-sale, and rescission of the original purchase of
unregistered shares of common stock of the Company. A final
prospectus will be delivered as soon as the S-1 Registration
Statement filed with the U.S. Securities and Exchange Commission
is deemed effective. Such offering is being made to purchasers of
shares of no par common stock, who purchased such common stock in
a placement by the Company between September 1, 1992 and March 9,
1995. A purchaser who purchased common stock between September 1,
1992 and March 9, 1995 is offered the option of electing to revoke
his ownership of the Company and receive from the Company such
purchaser's cash paid for the unregistered common stock, plus
accrued interest at the legal rate in the state of purchase, or
rescind the original purchase and receive registered common stock
offered hereby on a one share for one share basis. A maximum of
4,859,207 shares of common stock in rescission is offered. The
common stock offered is identical to the unregistered shares
except that the registered shares are registered pursuant to the
1933 Securities Act. The rescission offer will remain open for 30
days following the effective date of the registration statement,
which is the date of the Prospectus or 30 days from the receipt of
the prospectus, whichever is later. Purchasers who do not respond
within the time period will be deemed to have elected to reject
cash rescission and exchange their unregistered common stock for
equivalent shares of newly registered common stock. The number of
shareholders who may accept this rescission offer for cash, if
any, is unknown.
NOTE 11 - FAIR VALUES OF FINANCIAL INSTRUMENTS
The Company uses the following methods and assumptions to
estimate the fair value of financial instruments:
Cash and cash equivalents - The carrying amount approximates
fair value due to the short-term nature of these instruments.
Investment securities - Fair values have been determined
using quoted market prices for all investment securities.
Investment certificates - The fair value of investment
certificates is estimated using a discounted cash flow calculation
that applies interest rates currently being offered on
certificates with similar remaining maturities.
<PAGE>
NOTE 11 - (CONTINUED)
The carrying amounts and estimated fair values of the
Company's financial instruments as of December 31, 1995 are as
follows:
<TABLE>
<CAPTION>
Carrying Estimated Fair
Amount Value
----------- -----------
<S> <C> <C>
Financial Assets
Cash and cash equivalents $ 4,894,838 $ 4,894,838
Investment securities 322,900 322,900
----------- -----------
$ 5,217,738 $ 5,217,738
=========== ===========
Financial Liabilities
Investment certificates $ 270,100 $ 231,034
=========== ===========
</TABLE>
<PAGE>
ADDITIONAL INFORMATION
<PAGE>
INDEPENDENT AUDITOR'S REPORT ON ADDITIONAL INFORMATION
To the Stockholders and Directors of
ND Holdings, Inc. and Subsidiaries
Minot, North Dakota
Our report on our audit of the basic consolidated financial
statements of ND Holdings, Inc. and Subsidiaries for the years
ended December 31, 1995, 1994 and 1993, appears on page 1. Those
audits were made for the purpose of forming an opinion on such
consolidated financial statements taken as a whole. The
information on pages 14 through 18 related to the 1995, 1994 and
1993 consolidated financial statements is presented for purposes
of additional analysis and is not a required part of the basic
consolidated financial statements. Such information, except for
that portion marked "unaudited," on which we express no opinion,
has been subjected to the auditing procedures applied in the
audits of the basic consolidated financial statements, and, in our
opinion, the information is fairly stated in all material respects
in relation to the basic consolidated financial statements for the
years ended December 31, 1995, 1994 and 1993, taken as a whole.
We also have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheets of ND
Holdings, Inc. and Subsidiaries as of December 31, 1992, and 1991,
and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the two years in
the period ended December 31, 1992, none of which is presented
herein, and we expressed unqualified opinions on those
consolidated financial statements. In our opinion, the
information on page 17 relating to the 1992 and 1991 consolidated
financial statements is fairly stated in all material respects in
relation to the basic consolidated financial statements from which
it has been derived.
BRADY, MARTZ & ASSOCIATES, P.C.
January 12, 1996
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
COMPENSATION AND BENEFITS
Salaries and wages $ 450,552* $ 378,844* $ 283,611*
Employee benefits 73,549* 62,556* 47,427*
Commissions 156,414* 135,742* 80,683*
Payroll taxes 45,387* 39,631* 32,527*
--------- --------- ---------
$ 725,902* $ 616,773 $ 444,248
========= ========= =========
GENERAL AND ADMINISTRATIVE EXPENSES
Directors fees $ 35,800* $ 37,000* $ 35,700*
Promotion of funds 81,088* 87,645* 63,693*
Office rent 11,800 7,950 4,650
Office expense and supplies 23,972* 12,174* 13,930*
Telephone 20,221* 13,640* 9,438*
Travel 56,188* 37,644* 19,332*
Meals and entertainment 15,948* 11,356* 5,550
Education and seminars 3,509* 2,824 2,113
Insurance and bonds 30,950* 28,514* 25,770*
License, fees and registrations 37,981* 27,841* 18,890*
Equipment rent and lease 4,348 2,414 1,724
Legal and accounting 52,955* 34,561* 31,350*
Dues, subscriptions and memberships 22,225* 12,663* 10,000*
Printing 55,148* 63,156* 30,420*
Postage 28,916* 17,841* 16,796*
Transfer agency and custodial fees 38,216* 44,667* 108,013*
Miscellaneous 8,316 9,625 4,023
--------- --------- ---------
$ 527,581 $ 451,515 $ 401,392
========= ========= =========
<FN>
* Indicates items which exceed 1% of total revenue.
</TABLE>
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31, AS INDICATED
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Operating revenue $ 1,405,316 $ 1,130,151 $ 865,755 $ 520,520 $ 235,548
Loss from operations $ (712,130) $ (574,100) $ (373,396) $ (379,651) $ (348,484)
Deferred income
tax benefit $ 162,400 $ 205,500 $ 135,000 $ - $ -
Cumulative effect on
prior year of
accounting change $ - $ - $ 539,500 $ - $ -
Income (loss) per share $ (.05) $ (.04) $ .07 $ (.11) $ (.09)
Total assets $ 9,470,586 $ 9,231,998 $ 5,535,500 $ 2,394,581 $ 1,905,077
Long-term obligations $ 270,100 $ 281,100 $ 251,100 $ 181,000 $ 26,000
Shareholder equity $ 9,110,426 $ 8,898,628 $ 5,234,852 $ 2,161,724 $ 1,857,771
Dividends paid $ - $ - $ - $ - $ -
</TABLE>
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
QUARTERLY RESULTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------
3-31-95 6-30-95 9-30-95 12-31-95
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 323,101 $ 423,243 $ 393,157 $ 265,815
Operating loss (226,344) (78,891) 217,123) (189,772)
Other income 97,591 2,136 86,955 (10,013)
Deferred income tax benefit 39,050 23,280 39,480 60,590
Net loss (89,703) (53,475) (90,688) (139,195)
Per Share
Operating loss (.03) (.01) (.03) (.02)
Other income .01 - .01 -
Deferred income tax benefit - - (.01) (.01)
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------
3-31-94 6-30-94 9-30-94 12-31-94
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 245,667 $ 252,968 $ 261,034 $ 370,482
Operating loss (90,917) (123,519) (67,327) (292,337)
Other income 21,991 8,525 5,415 60,793
Deferred income tax benefit 27,500 46,000 27,000 105,000
Net loss (41,426) (68,994) (34,912) (126,544)
Per Share
Operating loss (.01) (.02) (.01) (.04)
Other income - - - .01
Deferred income tax benefit - .01 - .02
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------
3-31-93 6-30-93 9-30-93 12-31-93
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 174,618 $ 202,025 $ 216,855 $ 272,257
Operating loss (49,769) (88,440) (29,753) (205,434)
Other income 4,346 5,738 15,382 9,275
Deferred income tax benefit 18,150 33,000 5,800 78,050
Cumulative effect on prior
years of accounting change 539,500 - - -
Net income (loss) 512,227 (49,702) (8,571) (118,109)
Per Share
Operating loss (.01) (.02) (.01) (.04)
Other income - - .01 -
Deferred income tax benefit - .01 - .02
Cumulative effect on prior
years of accounting change .11 - - -
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
MINOT, NORTH DAKOTA
CONSOLIDATED FINANCIAL STATEMENTS
AS OF
DECEMBER 31, 1995
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
FINANCIAL STATEMENTS
Consolidated Balance Sheets
Consolidated Statements of Operations
Notes to Pro Forma Supplemental Information
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES AND
THE RANSON COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995
ASSETS
</TABLE>
<TABLE>
<CAPTION>
(Pro Forma
(Compiled Historical Balances) Supplemental Information)
----------------------- ---------------------------
ND Holdings, The Ranson Company,
Inc. and Inc. and Pro Forma Pro Forma
Subsidiaries Subsidiaries Adjustment Results
----------- --------- ----------- ------------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents (Note 3) $ 4,894,838 $ 69,289 $(4,696,403) $ 267,724
Securities available-for-sale 322,900 238,722 - 561,622
Other receivables 161,907 352,584 - 514,491
----------- --------- ----------- ------------
Total current assets $ 5,379,64 $ 660,595 $(4,696,403) $ 1,343,837
----------- --------- ----------- ------------
EQUIPMENT $ 100,680 $ 161,420 $ - $ 262,100
Less accumulated depreciation 53,631 103,265 - 156,896
----------- --------- ----------- ------------
Net equipment $ 47,049 $ 58,155 $ - $ 105,204
----------- --------- ----------- ------------
OTHER ASSETS
Deferred sales costs $ 2,840,238 $ - $ - $ 2,840,238
Deferred tax benefit 1,042,400 - - 1,042,400
Other 161,254 - - 161,254
Investment advisors
agreement (Note 3) - - 5,229,887 5,229,887
Non-compete covenants (Note 3) - - 300,000 300,000
----------- --------- ----------- ------------
Total other assets $ 4,043,892 $ - $ 5,529,887 $ 9,573,779
----------- --------- ----------- ------------
TOTAL ASSETS $ 9,470,586 $ 718,750 $ 833,484 $ 11,022,820
=========== ========= =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued payables $ 100,060 $ 52,234 $ - $ 152,294
Notes payable (Note 3) - - 1,500,000 1,500,000
----------- --------- ----------- ------------
Total current liabilities $ 100,060 $ 52,234 $ 1,500,000 $ 1,652,294
LONG-TERM LIABILITIES
Investment certificates 260,100 - - 260,100
----------- --------- ----------- ------------
TOTAL LIABILITIES $ 360,160 $ 52,234 $ 1,500,000 $ 1,912,394
----------- --------- ----------- ------------
STOCKHOLDERS' EQUITY
Common stock - 20,000,000 shares
authorized, no par value; 8,191,751
shares issued and outstanding $10,760,074 $ 185,000 $ - $ 10,945,074
Retained earnings (deficit) (Note 3) (1,671,548) 481,516 (666,516) (1,856,548)
Unrealized gain on securities
available-for-sale 21,900 - - 21,900
----------- --------- ----------- ------------
Total stockholders' equity $ 9,110,426 $ 666,516 $ (666,516) $ 9,110,426
----------- --------- ----------- ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 9,470,586 $ 718,750 $ 833,484 $ 11,022,820
=========== ========= =========== ============
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE PRO FORMA
SUPPLEMENTAL INFORMATION IN THE LAST TWO COLUMNS ABOVE.
</TABLE>
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES AND
THE RANSON COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(Pro Forma
(Compiled Historical Balances) Supplemental Information)
------------------------- -----------------------
ND Holdings, The Ranson Company,
Inc. and Inc. and Pro Forma Pro Forma
Subsidiaries Subsidiaries Adjustment Results
----------- --------- --------- -----------
<S> <C> <C> <C> <C>
REVENUES
Fee income $ 1,327,302 $ 694,358 $ - $ 2,021,660
Commissions 78,014 77,299 - 155,313
----------- --------- --------- -----------
Total revenue $ 1,405,316 $ 771,657 $ - $ 2,176,973
----------- --------- --------- -----------
OPERATING EXPENSES
Compensation and benefits $ 725,902 $ 152,099 $ - $ 878,001
General and administrative
expenses 527,581 357,208 - 884,789
Deferred sales costs recognized 808,286 - - 808,286
Depreciation and
amortization (Note 4) 27,729 3,496 361,500 392,725
Interest 27,948 - - 27,948
----------- --------- --------- -----------
Total operating expenses $ 2,117,446 $ 512,803 $ 361,500 $ 2,991,749
----------- --------- --------- -----------
OPERATING INCOME (LOSS) $ (712,130) $ 258,854 $(361,500) $ (814,776)
OTHER INCOME (EXPENSES)
Interest and dividends $ 314,253 $ - $ - $ 314,253
Net realized gain (loss) on
securities available-for-sale (90,084) - - (90,084)
Trading securities losses, net (47,774) - - (47,774)
Miscellaneous expenses 274 - - 274
----------- --------- --------- -----------
Total other income (expense) $ 176,669 $ - $ - $ 176,669
----------- --------- --------- -----------
INCOME (LOSS) BEFORE INCOME
TAX BENEFIT (EXPENSE) $ (535,461) $ 258,854 $(361,500) $ (638,107)
DEFERRED INCOME TAX
BENEFIT (EXPENSE) (Note 4) 162,400 - (100,000) 62,400
----------- --------- --------- -----------
NET INCOME (LOSS) $ (373,061) $ 258,854 $(461,500) $ (575,707)
=========== ========= ========= ===========
PER SHARE DATA BASED ON
8,191,751 SHARES OF OUT-
STANDING COMMON STOCK:
Net loss $ (.05) $ N/A $ N/A $ (.07)
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE PRO FORMA
SUPPLEMENTAL INFORMATION IN THE LAST TWO COLUMNS ABOVE.
</TABLE>
<PAGE>
ND HOLDINGS, INC. AND SUBSIDIARIES AND
THE RANSON COMPANY, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA SUPPLEMENTARY INFORMATION
DECEMBER 31, 1995
NOTE 1 - SUMMARY OF TRANSACTIONS
ND Holdings, Inc. and its wholly owned subsidiaries (the
Company), ND Capital, Inc. (a broker-dealer), ND Money Management
(an investment advisor for mutual funds), and ND Resources, Inc.
(a transfer agent for mutual funds) have signed an agreement with
the shareholders of The Ranson Company, Inc. and Subsidiaries
(Ranson) to purchase all Ranson shares outstanding and acquire
the rights to the investment advisor's agreement which Ranson
Capital Corporation (a wholly owned subsidiary of Ranson) has
with three mutual funds, Kansas Municipal Fund, Kansas Insured
Municipal Fund - Limited Maturity, and Nebraska Municipal Fund
(the Funds). This purchase will effectively give the Company
control over the management and operations of these three
mutual funds.
The objective of this pro forma supplemental information is
to show what the significant effects on the historical information
might have been had the transaction to record the effects of
purchasing The Ranson Company, Inc. and Subsidiaries occurred at an
earlier date. However, the pro forma results are not necessarily
indicative of the results of operations or related effects on
financial position that would have been attained had the above-
mentioned transaction to record the effects of purchasing The Ranson
Company, Inc. and Subsidiaries actually occurred earlier.
NOTE 2 - BASIS FOR MANAGEMENT'S ASSUMPTIONS
Management's assumptions are based on the actual transaction
that took place on January 5, 1996 and the terms of the stock
purchase agreement as outlined in the notes that follow.
NOTE 3 - BALANCE SHEET PRO FORMA ADJUSTMENTS AND ASSUMPTIONS
The Company, on January 5, 1996, paid $6,196,403 for the
stock purchase and rights to the investment advisor's agreement.
$5,229,887 of the purchase price will be recorded as investment
advisor's agreement, $300,000 will be recorded as non-compete
covenants, and $666,516 was paid for the consolidated
stockholders' equity of Ranson.
Of the $6,196,403 purchase price paid, $4,696,403 came from
the Company's cash and cash equivalents, and the remaining
$1,500,000 came from a short-term note obtained on January 5,
1996.
These actual transactions are reflected as pro forma
adjustments to the balance sheet.
<PAGE>
NOTE 4 - STATEMENT OF OPERATIONS PRO FORMA ADJUSTMENTS AND ASSUMPTIONS
The $5,229,887 paid for the rights to the investment
advisor's agreement has been recorded as investment advisor's
agreement as stated in Note 3. The amortization period for this
intangible has been estimated to be 20 years for purposes of the
pro forma supplemental information based on cash flow generated by
the acquired company. Therefore, an adjustment to the estimated
amortization in the amount of $261,500 for the year ended December
31, 1995 has been made.
The $300,000 recorded as non-compete covenants has a 3 year
life according to the stock purchase agreement. Therefore, an
adjustment to amortization in the amount of $100,000 for the year
ended December 31, 1995 has been made.
The deferred income tax benefit (expense) account has been
adjusted by $100,000 for the year ended December 31, 1995. The
adjustment represents the maximum statutory rates (39%) applied to
the additional taxable income generated by the acquired company.
The amortization of the intangibles is not deducted for tax
purposes.
NOTE 5 - HISTORICAL STATEMENT OF RANSON
The historical statement of operations for Ranson does not
include the activity associated with the unit investment trust
division of operations as this segment of operations has been spun
off into a separate corporation prior to the purchase of the
company.
Because Ranson's fiscal year ends March 31, the historical
statement of operations presented consists of the three month
period ended March 31, 1995 and the nine month period ended
December 31, 1995.
NOTE 6 - NON-RECURRING COSTS
Non-recurring costs associated with this transaction have
been estimated to be $108,000. None of these costs are reflected
in the pro forma supplemental information.
<PAGE>
BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED
STATEMENTS OF ASSETS AND LIABILITIES AND
DIRECT REVENUES, DIRECT EXPENSES
AND ALLOCATED INDIRECT EXPENSES
YEARS ENDED MARCH 31, 1995, 1994 AND 1993
with
INDEPENDENT AUDITORS' REPORT
<PAGE>
BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED
STATEMENTS OF ASSETS AND LIABILITIES AND
DIRECT REVENUES, DIRECT EXPENSES
AND ALLOCATED INDIRECT EXPENSES
Years Ended March 31, 1995, 1994 and 1993
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Statements of Assets and Liabilities of Business Acquired 2
Statements of Direct Revenues, Direct Expenses and
Allocated Indirect Expenses of Business Acquired 3
Notes to Statements of Assets and Liabilities
and Direct Revenues, Direct Expenses
and Allocated Indirect Expenses 4 - 12
<PAGE>
Independent Auditors' Report
The Board of Directors
The Ranson Company, Inc. and Subsidiary
We have audited the accompanying statements of assets and
liabilities of the Business Acquired of The Ranson Company, Inc.
and Subsidiary as of March 31, 1995 and 1994 and the statements of
direct revenues, direct expenses and allocated indirect expenses of
the Business Acquired for each of the three years in the period
ended March 31, 1995. These statements are the responsibility of
The Ranson Company, Inc. and Subsidiary management. Our
responsibility is to express an opinion on the statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
statements. We believe that our audits provide a reasonable basis
for our opinion.
As more fully described in Note 1, the Business Acquired is a
component of a larger consolidated business enterprise, The Ranson
Company, Inc. and Subsidiary (the "Company") and shares certain
revenue and expense transactions with the Company. The
accompanying statements of Business Acquired were prepared for the
purpose of complying with the rules and regulations of the
Securities and Exchange Commission (for inclusion in the
registration statement on Form S-1 of ND Holdings, Inc.) as
described in Note 2 and are not intended to be a complete
presentation of the consolidated financial position or results of
operations of the Company.
In our opinion, the statements referred to above present fairly, in
all material respects, the assets and liabilities of the Business
Acquired of The Ranson Company, Inc. and Subsidiary as of March 31,
1995 and 1994 and the direct revenues, direct expenses and
allocated indirect expenses of the Business Acquired for each of
the three years in the period ended March 31, 1995, in conformity
with generally accepted accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
WICHITA, KANSAS
January 18, 1996
(Except for Notes 1 and 2)
<PAGE>
BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED
STATEMENTS OF ASSETS AND LIABILITIES OF BUSINESS ACQUIRED
March 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
ASSETS ACQUIRED:
Cash $ 188,434 $ 489,617
Broker-dealer receivables 3,611 36,553
Securities owned, trading accounts 1,516,068 3,065,768
Investments 246,780 265,683
Trading securities 22,238 --
Securities available-for-sale 31,519 --
Property assets, net of accumulated
depreciation of $75,048 and $49,275 61,059 57,721
Other assets:
Employees' advances and
related party notes receivable 19,101 114,106
Miscellaneous 37,992 81,072
Prepaid expenses 45,899 9,897
Cash surrender value of life insurance 17,047 10,937
Refundable income tax 19,307 --
----------- -----------
2,209,055 4,131,354
----------- -----------
LIABILITIES ACQUIRED:
Broker-dealer payables -- (102,708)
Notes payable, bank (1,257,841) (2,968,675)
Notes payable, other (75,000) (16,670)
Accounts payable (13,559) (146,249)
Accrued liabilities (62,388) (144,067)
Income tax payable (7,034) --
----------- -----------
(1,415,822) (3,378,369)
----------- -----------
NET ASSETS ACQUIRED $ 793,233 $ 752,985
=========== ===========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE>
BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED
STATEMENTS OF DIRECT REVENUES, DIRECT EXPENSES
AND ALLOCATED INDIRECT EXPENSES OF BUSINESS ACQUIRED
Years Ended March 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Direct revenues:
Gross margin, fiscal agent fees
and security transactions $ 2,094,362 $ 3,564,287 $ 2,723,275
Interest 20,185 38,623 6,818
Compliance agent fees 11,793 16,405 16,116
Net change in unrealized gains
and losses of:
Securities owned, trading accounts 161,423 -- 1,941
Investments 9,451 6,318 14,055
----------- ----------- -----------
$ 2,297,214 $ 3,625,633 $ 2,762,205
=========== =========== ===========
Direct expenses:
General, selling and
administrative expenses:
Holding company $ 5,347 $ 9,188 $ 8,564
Public finance 1,087,652 1,980,374 1,664,544
Purchases and sales 232,427 213,726 191,708
Mutual funds 384,868 544,425 343,361
Interest expense 31,091 57,384 22,905
Net change in unrealized gains
and losses of securities owned,
trading accounts -- 155,805 --
Allocated indirect overhead expense 422,371 500,060 466,370
----------- ----------- -----------
$ 2,163,756 $ 3,460,962 $ 2,697,452
=========== =========== ===========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE>
BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED
NOTES TO STATEMENTS OF ASSETS AND LIABILITIES AND DIRECT REVENUES,
DIRECT EXPENSES AND ALLOCATED INDIRECT EXPENSES
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Operations - On January 5, 1996, the stockholders of
The Ranson Company, Inc. (the Company) effected the sale of
all of the common stock of the Company to an unrelated third
party, ND Holdings, Inc. Prior to the sale, certain business
operations and assets were disposed of, liquidated, or
otherwise transferred and not acquired by ND holdings, Inc.
Accordingly, the Business Acquired of The Ranson Company, Inc.
(the Business Acquired) was a component of a larger
consolidated business enterprise, the Company. The Business
Acquired included the stock of The Ranson Company, Inc. (the
Parent) and its wholly-owned subsidiary, Ranson Capital
Corporation (the Subsidiary).
The Business Acquired operates as an investment advisor and
distributor for Ranson Managed Portfolios, which includes the
Kansas Municipal Fund, the Kansas Insured Municipal
Fund-Limited Maturity and the Nebraska Municipal Fund (the
"Mutual Funds"). These three mutual funds have a combined net
asset value of approximately $171,000,000 as of March 31,
1995. The Business Acquired also offers investment banking
services, which include services related to originating,
underwriting and distributing initial issues of securities to
customers in the state of Kansas ("Public Finance").
Additionally, the Business Acquired also purchases and sells
securities in the secondary market ("Purchases and Sales").
The Subsidiary is registered with and is a member of the
National Association of Securities Dealers, Inc. (NASD). This
is a self-regulating body formed by the industry to protect
its members and the investing public. In accordance with
regulations under The Securities Exchange Act of 1934, the
Subsidiary is also registered with the Securities and Exchange
Commission.
Basis of Presentation - The accompanying statements of the Business
Acquired have been prepared from the books and records maintained by the
Company and include the accounts of The Ranson Company, Inc. and the
certain operations of its wholly-owned subsidiary, Ranson
Capital Corporation relating to the Mutual Funds, Public
Finance and Purchases and Sales. All material intercompany
accounts and transactions have been eliminated. The
statements of direct revenues, direct expenses and allocated
indirect expenses of the Business Acquired may not necessarily
be indicative of the results of operations that would have
been obtained if the Business Acquired had been operated as an
independent entity.
The Business Acquired is a component of a larger consolidated
business enterprise, the Company. The larger consolidated
business enterprise also operated another component which was
not a part of the Business Acquired. Certain financial
information related to the component not acquired, including
direct revenues and expenses, has been excluded from these
statements.
<PAGE>
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
It is impracticable to prepare statements for the Business
Acquired in accordance with generally accepted accounting
principles due to the existence of indirect revenues and
indirect overhead expenses not specifically identifiable with
the separate components of the Company.
Direct Expenses and Indirect Overhead Expenses - The Business
Acquired accounts for direct general selling and
administrative expenses based on actual expenditures incurred
by its various components when specifically identifiable. The
entire Company also incurs expenses not directly attributable
to any specific component. Such expenses are accounted for as
indirect overhead expenses, are allocated to the various
components and consist of the following:
<TABLE>
<CAPTION>
Year Ending March 31,
---------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Salaries, commissions and bonuses $ 215,375 $ 264,991 $ 228,445
Employee benefits and taxes 38,569 44,600 46,446
Communications 40,761 46,258 46,131
Rents 101,859 119,040 143,403
Maintenance 13,609 18,452 17,902
Professional fees 33,473 19,283 22,231
Office supplies 12,801 28,644 23,869
Depreciation 16,997 13,317 7,855
Insurance 33,795 37,919 22,532
Other 7,756 11,938 5,735
--------- --------- ---------
514,995 604,442 564,549
Less estimated amount allocated to
component of the Company not acquired
(approximately 17% - 18% of total) (92,624) (104,382) (98,179)
--------- --------- ---------
Indirect overhead expenses allocated
to the Business Acquired $ 422,371 $ 500,060 $ 466,370
========= ========= =========
</TABLE>
The Company's management allocated indirect overhead expenses
to the various components based on the approximate percentage
of direct expenses of the various business components in
relationship to the direct expenses of the Company as a whole.
Management believes the allocations are reasonable when using
such relationships.
<PAGE>
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Income tax expenses are not reflected in the accompanying
statements of direct revenues, direct expenses and allocated
indirect expenses. It is impracticable to calculate income
taxes separately for the Business Acquired from that of the
Company due to the indirect overhead expenses allocations
discussed previously. The Company as a whole recorded current
income tax expense in the amounts of $68,592, $107,814 and
$156,735 for 1995, 1994 and 1993, respectively. These amounts
were calculated on a consolidated return basis.
Investments - The Parent elected to adopt the provisions of
FASB Statement No. 115, Accounting for Certain Investments in
Debt and Equity Securities, as of March 31, 1995. Statement
No. 115 requires that management determine the appropriate
classification of securities at the date of adoption, and
thereafter at the date individual investment securities are
acquired, and that the appropriateness of such classification
be reassessed at each balance sheet date.
Trading securities are held for resale in anticipation of
short-term (generally 90 days or less) fluctuations in market
prices. Trading securities, consisting primarily of actively
traded Kansas and Nebraska municipal bonds, are stated at fair
value. Realized and unrealized gains and losses are included
in income.
Available-for-sale securities consist of investments in mutual
funds and unit investment trusts managed by the Subsidiary and
are stated at fair value. Any unrealized holding gains and
losses, net of the related deferred tax effect, would be
reported as a separate component of stockholders' equity. As
cost approximates fair value there is no such separate
component of stockholders' equity.
Prior to the adoption of Statement No. 115, the Parent stated
its debt securities at the lower of amortized cost or fair
value. The Subsidiary, a broker and dealer in securities,
previously stated its debt securities at fair value; the
provisions of Statement No. 115 are not applicable to the
Subsidiary. The adoption of Statement No. 115 by the Parent
had no material impact on the accompanying statements.
Revenue Recognition - Securities transactions are recorded on
the settlement date. The effect on income of transactions
executed but not yet settled is not material to the
statements.
<PAGE>
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Property Assets - Property assets are carried at cost.
Depreciation is computed using the straight-line and
declining-balance methods. When assets are retired or
otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts, and any resulting
gain or loss is recognized in income for the period. The cost
of maintenance and repairs is charged to income as incurred,
whereas significant renewals and betterments are capitalized.
Deduction is made for retirements resulting from the renewals
or betterments.
Income Taxes - The Parent files consolidated income tax
returns with its Subsidiary. Effective April 1, 1993, the
Company adopted FASB Statement No. 109, Accounting for Income
Taxes. Statement No. 109 requires that deferred taxes be
recorded on a liability method and adjusted when new tax rates
are enacted. The adoption of Statement No. 109 had no impact
on the accompanying statements.
The Business Acquired has no material deferred income tax
items.
2. SECURITIES AND EXCHANGE COMMISSION REQUIREMENTS AND
SUBSEQUENT PURCHASE
The accompanying statements were prepared for the purpose of
complying with Rule 3-05 of Regulation S-X of the Securities
and Exchange Commission which requires separate statements of
a business acquired by a Registrant.
On January 5, 1996, the stockholders of the Company completed
the sale of all of their common stock to an unrelated third
party, ND Holdings, Inc. for an estimated aggregate purchase
price of $6,196,403. Approximately 80% of the total aggregate
purchase price (or $5,083,274) was paid directly to the
stockholders of the Company on January 5, 1996 and the
remaining $1,113,129 was placed in escrow pending final
determination of the purchase price on July 3, 1996.
Prior to the sale, the Company liquidated many of its assets,
including certain securities owned, trading accounts, certain
investments and certain other assets. The Company did not
realize any material losses upon the liquidation of such
assets. Upon purchase of the Company, ND Holdings, Inc.
liquidated most of the Company's assets remaining at the date
of purchase, including certain trading securities and certain
securities available for sale.
On February 5, 1996, ND Holdings, Inc. filed a registration
statement on Form S-1 with the Securities and Exchange
Commission of which these accompanying statements will be a
part.
<PAGE>
3. SPECIAL RESERVE BANK ACCOUNT FOR THE EXCLUSIVE BENEFIT OF
CUSTOMERS
The Subsidiary operates under the provisions of Paragraph
(k)(2)(i) of Rule 15c3-3 of the Securities and Exchange
Commission and, accordingly, is exempt from the remaining
provisions of that Rule. Pursuant to Rule 15c3-3, no amount
was required to be on deposit in the "Special Reserve Bank
Account for the Benefit of Customers" at March 31, 1995 and
1994.
4. INVESTMENTS
The following is a summary of trading securities as of March 31, 1995:
<TABLE>
<CAPTION>
Gross Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
-------- --------- ---------- --------
<S> <C> <C> <C> <C>
Kansas and Nebraska
municipal bonds $ 22,238 $ -- $ -- $ 22,238
======== ========= ========== ========
</TABLE>
The following is a summary of securities available-for-sale as
of March 31, 1995:
<TABLE>
<CAPTION>
Gross Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
-------- --------- ---------- --------
<S> <C> <C> <C> <C>
Kansas and Nebraska
municipal bond mutual funds $ 19,115 $ -- $ -- $ 19,115
Kansas and Nebraska unit
investment municipal trusts 12,404 -- -- 12,404
-------- --------- ---------- --------
$ 31,519 $ -- $ -- $ 31,519
======== ========= ========== ========
</TABLE>
The mutual fund and unit investment trust investments have no
contractual maturity and are due on demand.
<PAGE>
4. INVESTMENTS (Continued)
The carrying value and estimated market values of securities
owned, trading accounts at March 31, 1995 and 1994 consist of
the following:
<TABLE>
<CAPTION>
Unrealized Unrealized Fair
Cost Gain Loss Value
----------- --------- --------- -----------
<S> <C> <C> <C> <C>
1995
Kansas and Nebraska
municipal bonds $ 1,406,443 $ -- $ -- $ 1,406,443
Kansas and Nebraska unit
investment municipal trusts 109,250 375 -- 109,625
----------- --------- --------- -----------
$ 1,515,693 $ 375 $ -- $ 1,516,068
=========== ========= ========= ===========
1994
Kansas and Nebraska
municipal bonds $ 665,208 $ -- $ 34,900 $ 630,308
Kansas and Nebraska unit
investment municipal trusts 2,558,482 -- 123,022 2,435,460
----------- --------- --------- -----------
$ 3,223,690 $ -- $ 157,922 $ 3,065,768
=========== ========= ========= ===========
</TABLE>
Investments at March 31, 1995 and 1994 are stated at market
which approximates cost and consist of the following:
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Kansas and Nebraska municipal
bond mutual funds $ 246,780 $ 252,603
Kansas and Nebraska unit
investment municipal trusts -- 13,080
--------- ---------
$ 246,780 $ 265,683
========= =========
</TABLE>
5. PROPERTY ASSETS
Property assets consist of the following:
<TABLE>
<CAPTION>
March 31
--------------------- Estimated
1995 1994 Useful Lives
--------- --------- ------------
<S> <C> <C> <C>
Furniture and office equipment $ 136,107 $ 106,996 5 to 7 years
Accumulated depreciation 75,048 49,275
--------- ---------
$ 61,059 $ 57,721
========= =========
</TABLE>
<PAGE>
6. LEASES
The Subsidiary leases office facilities and equipment under
long-term lease agreements which expire in various years
through 1998 and are classified as operating leases. The
following is a schedule of future minimum lease payments for
operating leases (with initial or remaining terms in excess of
one year) as of March 31, 1995:
Year Ending March 31
--------------------
1996 $ 6,660
1997 1,665
1998 228
--------
$ 8,553
========
7. NOTES PAYABLE, BANK
Notes payable, bank with interest rates of 10.75% and 8.0% in
1995 and 1994, respectively, were as follows:
<TABLE>
<CAPTION>
March 31
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Demand notes secured by municipal bonds with
a loan value of $1,257,841 and $2,968,675 $ 1,257,841 $ 2,968,675
=========== ===========
</TABLE>
8. NOTES PAYABLE, OTHER
Notes payable, other consist of the following:
<TABLE>
<CAPTION>
March 31
-------------------
1995 1994
-------- --------
<S> <C> <C>
10% unsecured note payable to individual, interest
due monthly with principal due August 1995. $ 75,000 $ --
10% unsecured note payable to individual, interest
due monthly with principal due April 1993. -- 12,500
12.75% note payable to vendor, due in monthly
installments of $721 through September 1994,
secured by equipment. -- 4,170
-------- --------
$ 75,000 $ 16,670
======== ========
</TABLE>
<PAGE>
9. RELATED PARTY TRANSACTIONS
The Business Acquired had the following employees' advances
and notes receivable at March 31, 1995 and 1994:
<TABLE>
<CAPTION>
March 31
-------------------
1995 1994
-------- --------
<S> <C> <C>
Employee advances $ 12,176 $ 2,129
8.5% promissory notes receivable from
stockholders and officers due May 1995 6,514 6,091
8.25% promissory notes receivable from
stockholders and officers due May 1994 -- 55,000
6% note receivable from stockholder
and officer due in 1995 -- 50,500
Accrued interest receivable 411 386
-------- --------
$ 19,101 $114,106
======== ========
</TABLE>
The Subsidiary leases its office space from a partnership in
which one of the Subsidiary's officers is an owner. In 1993,
the Subsidiary also leased certain office equipment from two
partnerships in which two of the Subsidiary's officers owned
various interests.
10. EMPLOYEE BENEFIT PLAN
The Subsidiary established a 401(k) Profit Sharing Plan for
the benefit of its employees. Any full-time employee as of
December 1 is eligible for this Plan. The Plan contribution
is determined annually by the Subsidiary's Board of Directors.
<PAGE>
11. NET CAPITAL REQUIREMENTS
Pursuant to the net capital provisions of Rule 15c3-1 of the
Securities Exchange Act of 1934, the Subsidiary is required to
maintain a minimum net capital, as defined under such
provisions. Net capital and the related net capital ratio may
fluctuate on a daily basis. The Subsidiary had net capital,
net capital requirements and a ratio of aggregate indebtedness
to net capital as follows:
<TABLE>
<CAPTION>
March 31
---------------------
1995 1994
--------- ---------
<S> <C> <C>
Net capital $ 514,682 $ 256,489
Net capital requirements $ 100,000 $ 75,000
Ratio of aggregate indebtedness
to net capital .16 to 1 1.32 to 1
</TABLE>
12. OFF-BALANCE SHEET RISK
The Subsidiary's commission revenue results from customer
transactions introduced solely through its clearing broker.
The clearing broker assumes the responsibility for execution,
clearance, collection and delivery, including all
recordkeeping requirements, in relation to the Subsidiary's
customers' transactions. Off-balance sheet risk exists with
respect to these transactions due to the possibility that such
customers may be unable to fulfill their contractual
commitments wherein the clearing broker may charge any losses
incurred to the Subsidiary. The Subsidiary has in place
controls to minimize this risk through monitoring credit
worthiness of its customers and monitoring the proper
execution of transactions by the clearing broker.
<PAGE>
THE RANSON COMPANY, INC. AND SUBSIDIARIES
MINOT, NORTH DAKOTA
FINANCIAL STATEMENTS
OF BUSINESS ACQUIRED
AS OF
DECEMBER 31, 1995
<PAGE>
THE RANSON COMPANY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Statement of Assets and Liabilities of Business Acquired
Statements of Direct Revenues and Expenses of Business Acquired
Notes to Unaudited Financial Statements of Business Acquired
<PAGE>
THE RANSON COMPANY, INC. AND SUBSIDIARIES
STATEMENT OF ASSETS AND LIABILITIES OF BUSINESS ACQUIRED
DECEMBER 31, 1995
<TABLE>
<CAPTION>
ASSETS ACQUIRED
<S> <C>
Cash in bank $ 69,289
Securities available for sale 238,722
Accounts receivable 123,971
Officer receivable 150,000
Employee receivable 2,500
Securities inventory 9,623
Other assets 66,490
Property assets, net of accumulate
depreciation of $103,265 58,155
---------
$ 718,750
---------
LIABILITIES ACQUIRED
Accounts payable $ 50,956
Medical insurance withholding 1,278
---------
$ 52,234
---------
NET ASSETS ACQUIRED $ 666,516
=========
</TABLE>
<PAGE>
THE RANSON COMPANY, INC. AND SUBSIDIARIES
STATEMENTS OF DIRECT REVENUES AND EXPENSES OF BUSINESS ACQUIRED
FOR THE NINE MONTH PERIOD ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Direct revenues:
Gross margin, fiscal agent fees
and security transactions $ 1,405,923 $ 1,776,325
Interest 15,809 23,253
Compliance agent fees 17,394 10,006
Net loss on investments sold (62,266) (6,405)
----------- -----------
$ 1,376,860 $ 1,803,179
=========== ===========
Direct expenses:
General, selling and
administrative expenses
Holding company $ 5,441 $ 4,571
Public finance 531,487 721,894
Purchases and sales 162,548 134,010
Mutual funds 379,037 275,806
Interest expense 22,812 25,813
Allocated indirect overhead expense 334,968 343,298
----------- -----------
$ 1,436,293 $ 1,505,392
=========== ===========
</TABLE>
<PAGE>
THE RANSON COMPANY, INC. AND SUBSIDIARIES
NOTE TO UNAUDITED FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
DECEMBER 31, 1995
NOTE 1 - BASIS OF PRESENTATION
The financial statements of business acquired of The Ranson Company,
Inc., a Kansas corporation, and its subsidiaries (collectively,
the "Company"), included herein, have been prepared by the Company,
without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been omitted.
The financial statements of business acquired have been prepared
from books and records maintained by the Company and include the
accounts of The Ranson Company, Inc. and the certain operations of
its wholly-owned subsidiary, Ranson Capital Corporation relating to
the Mutual Funds, Public Finance, and Purchases and Sales. All
material intercompany accounts and transactions have been eliminated
and reflect all normally recurring adjustments which are, in the
opinion of management, necessary to present a fair statement of
direct revenues and expenses of business acquired for the interim
periods reported. The statements of direct revenues and expenses of
business acquired may not necessarily be indicative of the results
of operations that would have been obtained if the business acquired
had been operated as an independent entity nor indicative of the
results expected for the full year.
<PAGE>
PART II
Part II is hereby incorporated by reference to Amendment No.
2 previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company has duly caused this amended registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minot, State of North Dakota, on
July 23, 1996.
ND Holdings, Inc.
By: s/s Robert E. Walstad
Name: Robert E. Walstad
Title: President and Chairman
of the Board
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on the 23rd day of
July, 1996.
Signatures Title Date
Director and
President
(Principal Executive
s/s Robert E. Walstad Officer) July 23, 1996
Robert E. Walstad
Treasurer
(Principal Financial
Officer and Principal
s/s Dan Korgel Accounting Officer) July 23, 1996
Dan Korgel
Director and
s/s Peter A. Quist Vice President July 23, 1996
Peter A. Quist*
Director July 23, 1996
Richard E. Walstad
<PAGE>
s/s Lyle E. McLain Director July 23, 1996
Lyle E. McLain*
s/s Daniel L. Feist Director July 23, 1996
Daniel L. Feist*
s/s Vance A. Castleman Director July 23, 1996
Vance A. Castleman*
s/s Richard J. Backes Director July 23, 1996
Richard J. Backes*
*Original Powers of Attorney authorizing Robert E. Walstad and
Jacqueline L. Picken, and each of them with full power to act
without the other, to sign this Registration Statement on behalf of
certain of the above directors, constituting a majority of the
Board of Directors, are being filed with the Securities and
Exchange Commission herewith.
<PAGE>
Exhibit Index
Exhibit
Number Description Page
*1.1 Form of Underwriting Agreement (withdrawn)
*3.1 Articles of Incorporation of ND Holdings, Inc.
*3.2 By-laws of ND Holdings, Inc.
*3.3 Form of common share certificate
*5.1 Opinion of Dihle & Co., P.C. with respect to legality
of the securities of the Registrant being registered
Material Contracts
*10.1 Management Advisory Contract - ND Tax-Free Fund, Inc.
*10.2 Management Advisory Contract - Montana Tax-Free Fund, Inc.
*10.3 Management Advisory Contract - South Dakota Tax-Free Fund, Inc.
*10.4 Management Advisory Contract - ND Insured Income Fund, Inc.
*10.5 Management Advisory Contract - Integrity Fund of Funds, Inc.
*10.6 Transfer Agency Agreement - ND Tax-Free Fund, Inc.
*10.7 Transfer Agency Agreement - Montana Tax-Free Fund, Inc.
*10.8 Transfer Agency Agreement - South Dakota Tax-Free Fund, Inc.
*10.9 Transfer Agency Agreement - ND Insured Income Fund, Inc.
*10.10 Transfer Agency Agreement - Integrity Fund of Funds, Inc.
*10.11 Distribution Agreement - ND Tax-Free Fund, Inc.
*10.12 Distribution Agreement - Montana Tax-Free Fund, Inc.
*10.13 Distribution Agreement - South Dakota Tax-Free Fund, Inc.
*10.14 Distribution Agreement - ND Insured Income Fund, Inc.
<PAGE>
*10.15 Distribution Agreement - Integrity Fund of Funds, Inc.
*10.16 Stock Purchase Agreement - ND Holdings, Inc. and Shareholders of
Ranson Company, Inc.
21.1 Subsidiaries of the Company
Consents of Experts and Counsel
*23.1 Consent of Brady, Martz & Associates, P.C.
*23.2 Consent of Dihle & Co., P.C. (included with Exhibit 5.1)
*23.3 Consent of Allen, Gibbs & Houlik, L.C.
Power of Attorneys
*24.1 Richard J. Backes
*24.2 Vance A. Castleman
*24.3 Daniel L. Feist
*24.4 Lyle E. McLain
*24.5 Peter A. Quist
(*) Filed with original registration statement or previous
amended registration statement
Exhibit 21.1 Subsidiaries of the Company
Reference is made to "Business of the Company" for description of the
Companies three Subsidiaries, ND Capital, Inc. ND Money Management, Inc.
and ND Resources, Inc.
