As filed with the Securities and Exchange Commission on January __, 1997
File No. S-1
333-11509
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
Form S-1
Amendment No. 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
--------------------------------- ---------------------------------
(IRS Employer Identification No.) (address, including zip 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. Financial Advantage Brokerage Services, Inc.
1720 South Bellaire Street, 17 S Main St.
Suite 108 PO Box 1934
Denver, CO 80222 Minot, ND 58702-1934
(303) 753-4520 (701) 852-3090
fax (303) 753-4567 fax (701) 852-3108
Approximate date of commencement of proposed sale to public:
as soon as practicable after the effective date of this
registration.
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. X
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.
<TABLE>
<CAPTION>
Proposed
Title of Each Proposed Maximum
Class of Amount Maximum Aggregate Amounts of
Securities to be to be Offering Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- ----------------- ----------- ------------ ----------- ------------
<C> <C> <C> <C> <C>
Common Stock, no 3,000,000
par value Shares 4.00 $12,000,000 $4,138
<FN>
(1) Estimated solely for the purpose of computing the amount of
the registration fee pursuant to Rule 457(a).
</TABLE>
The registrant hereby amends this Registration Statement on
such date or dates as may 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.
ND HOLDINGS, INC.
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K Showing Location in
Prospectus of Part I Items of Form S-1
Item Number and Heading in Form S-1
Registration Statement Location or Caption in Prospectus
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus Forepart of Registration Statement;
Outside Front Cover Page;
Additional Information
2. Inside Front and Outside Back Cover
Pages of Prospectus Inside Front Cover Page; Outside
Back Cover Page
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges Prospectus Summary; Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page;
Underwriting
6. Dilution Dilution
7. Selling Security Holders Principal and Selling Shareholders
8. Plan of Distribution Outside and Inside Front Cover
Pages; Underwriting; Outside
Back Cover Page
9. Description of Securities to be
Registered Prospectus Summary; Dividend
Policy; Capitalization; Description
of Capital Stock; Shares Eligible
for Future Sale
10. Interests of Named Experts and
Counsel Not Applicable
11. Information With Respect to the
Registrant Outside and Inside Front Cover
Pages; Prospectus Summary; Risk
Factors; Use of Proceeds; Dividend
Policy; Capitalization; Dilution;
Selected Consolidated Financial
and Operating Data; Management's
Discussion and Analysis of
Financial Condition and Results of
Operations; Business; Management;
Certain Transactions; Principal
and Selling Shareholders;
Description of Capital Stock;
Shares Eligible for Future Sale;
Consolidated Financial Statements
12. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities Not Applicable
3,000,000 Shares
ND HOLDINGS, INC.
Common Stock
$3.50 Per Share
Of the maximum of 3,000,000 shares of Common Stock offered
hereby, up to 453,581 shares are being offered and sold by
certain of the Company's shareholders (the "Selling
Shareholders"). See "Principal and Selling Shareholders."
The Company will not receive any of the proceeds from the sale
of shares by the Selling Shareholders.
Prior to this offering, there has been no public market for ND
Holdings, Inc.'s (the Company) securities and there is no
assurance that such a market will develop or, if developed,
will be sustained after this offering. For factors considered
in determining the initial offering price, see "Risk
Factors-Absence of Public Market"-"Determination of Offering
Price" and "Underwriting." The Company's securities will be
offered to the public at a price of $3.50 per share.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND SUBSTANTIAL
IMMEDIATE DILUTION. INVESTORS SHOULD CAREFULLY CONSIDER THE
INFORMATION DISCUSSED UNDER "RISK FACTORS" AND "DILUTION."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds
Public (1)(4) Commissions (2) to Company (3)(4)
------------- --------------- -----------------
<S> <C> <C> <C>
Per Share........... $3.50 $.35 $3.15
Total Maximum....... $10,500,000 $1,050,000 $8,021,220
<FN>
1. All 3,000,000 shares offered hereby will be offered
by the Underwriter as agent for the Company and Selling
Shareholders to the public on a "best efforts" basis. See
"Risk Factors-No Firm Underwriting Commitment for the
Offering" and "Underwriting." There is no minimum number of
shares required to be sold prior to the Company receiving
proceeds from the sale of the shares offered herein. The
first 907,162 shares sold will be allocated equally between
the Company's shares and the total selling shareholders,
shares sold in excess of 907,162 will be the Company's shares.
2. Includes a non-accountable expense allowance
payable to the Underwriter equal to 2% of the gross proceeds
of the offering. See "Underwriting."
3. Before deducting estimated expenses of
approximately $100,000 payable by the Company (including
printing expenses, NASDAQ Application Fees, attorneys' and
accountants fees, filing fees, etc.). See "Use of Proceeds"
and "Capitalization."
4. The Company will not receive any of the proceeds
from the sale of 453,581 (out of the first 907,162 shares
sold) shares of Common Stock by the Selling Shareholders. See
"Principal Shareholders."
</TABLE>
The Shares are offered by the Underwriter subject to prior
sale, allotment, withdrawal, cancellation or modification of
the offering without notice, delivery and acceptance by the
Underwriter, approval of counsel and certain further
conditions. The Underwriter reserves the right, in its
discretion, to reject orders, in whole or in part, for the
purchase of any of the shares offered hereby. The offering of
best efforts shares may continue for up to 90 days following
the commencement of this offering and an additional 90 days
extension period thereafter unless terminated by the
Underwriter.
Managing Underwriter
FINANCIAL ADVANTAGE BROKERAGE SERVICES, INC.
17 S Main St.
PO Box 1934
Minot, North Dakota 58702-1934
(701) 852-3090 fax (701) 852-3108
The date of this Prospectus is {January ___, 1997}
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 is 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.
Financial Advantage Brokerage Services, Inc. as the Underwriter
may offer and sell a significant amount of the shares offered
hereby to persons associated or affiliated with the Company,
including the Company and its subsidiaries, officers, directors,
employees, prospective employees, and other affiliated persons.
Under the rules of the National Association of Securities Dealers,
Inc. ("NASD"), securities of the Company purchased in this offering
by the foregoing persons may not be sold, transferred, assigned,
pledged or hypothecated for a period of five months after the date
of this Prospectus. The Underwriter has no obligation to sell
shares to any person. To the extent any of such securities are
sold to affiliated persons, such securities will be held for
investment and will be subject to registration (if purchased by the
Company) or the requirements of Rule 144 (if purchased by control
persons). See "Risk Factors-Effects of Underwriting."
The Company has two broker/dealer subsidiaries, ND Capital, Inc.
and Ranson Capital Corporation, neither of which is participating
in this offering. After the distribution of the shares is
completed, neither ND Capital, Inc. nor Ranson Capital Corporation
will engage in market making activities in the Company's securities
except on an (unsolicited) agency basis, for its customers, and not
as a principal. The prices and liquidity of the securities may be
significantly affected by the degree, if any, of these firms lack
of participation in the market. After the distribution of the
shares, ND Capital, Inc. and Ranson Capital Corporation will not
make any recommendations with respect to the Company's securities.
See "Risk Factors-The Company's Lack of Participation in the
Market."
To be included along left side of the first page of Prospectus:
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective and the
previous rescission exchange offering pursuant to registration
effective August 29, 1996 has been completed. This prospectus
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such State.
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
$144,000,000 in combined assets as of October 1996. 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
$324,000,000 .
The Ranson Company, Inc. Purchase
On January 5, 1996, the Company completed the acquisition of The
Ranson Company, Inc. The aggregate purchase price of The Ranson
Company, Inc. was $6,196,402. $5,083,273 (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
until final payment 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.
The Offering
Common Stock offered by the
Company hereby..........................2,546,419 shares
Common Stock offered by the
Selling Shareholders hereby.............453,581 shares
Common Stock to be outstanding
after the offering......................10,659,361 shares (1)
Use of proceeds...........................For general corporate purposes
the priority use of which is
developing and increasing mutual
fund assets under its management
by acquisition of management
contracts through purchase of
contract rights, and acquisition
of other fund managers.
Proposed NASDAQ Market Symbol.............INTG
(1) Excludes 1,050,000 shares of Common Stock issuable upon
exercise of warrants outstanding at September 30, 1996.
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,
------------------------------------------------------0--------
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,
---------------------------------------
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Balance Sheet Data:
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(4)
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).
(4) Includes redeemable stock (Common Stock subject to
rescission exchange offer) totaling 4,859,207 shares recorded at
$9,600,000.
</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
under "Risk Factors and elsewhere in this Prospectus.
RISK FACTORS
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 and elsewhere in this Prospectus. In addition to the other
information in this Prospectus, the following factors should be
considered carefully in evaluating an investment in the shares of
Common Stock offered by this Prospectus.
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 offering could adversely affect the prevailing
market price of the Common Stock. After the consummation of this
offering, 10,659,361 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 Capital 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 subsidiary. 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 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>
Initial
Attribute Quotation Maintenance
- --------------------------------- ----------- -----------
<S> <C> <C>
Total Assets $ 4,000,000 $ 3,000,000
Total Stockholders Equity $ 3,000,000 $ 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.
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."
Arbitrary Offering Price. The public offering price of the Shares
offered hereby was negotiated between the Company and the
Underwriter Financial Advantage Brokerage Services, Inc. It does
not necessarily bear any relationship to the assets, operating
results or book value of the Company or other recognized
measurements of value. See "Underwriting."
The Company's Lack of Participation in the Market. The Company's
broker/dealer subsidiaries will not participate in the offering.
After the distribution of the Shares is completed, neither ND
Capital, Inc. nor Ranson Capital Corporation will engage in market
making activities in the Company's securities except on an
(unsolicited) agency basis, for its customers, and not as a
principal. The prices and liquidity of the securities may be
significantly affected by the degree, if any, of these firm's lack
of participation in the market. After the distribution of the
Shares, neither ND Capital, Inc. nor Ranson Capital Corporation
will make any recommendations with respect to the Company's
securities.
No Minimum Sale Requirement or Purchase Commitment Offering. The
Underwriter shall use its best efforts in the sale of the Shares,
but there is no commitment by the Underwriter or any other person
to purchase the Shares offered hereby. Consequently, the Company
can give no assurance that any of the best efforts Shares offered
hereby will be sold. Although there is no minimum proceeds the
Company must receive to continue its business, its opportunities
for expansion in the mutual fund industry will be diminished to the
extent less than the 2,546,419 Shares offered by the Company are
sold. If the minimum offering is not sold the Company may be
required to seek alternative capital sources such as bank
borrowing, debt offering or other sources of funding. See
"Underwriting" and "Use of Proceeds."
Broad Discretion in Use of Proceeds. A significant portion of the
proceeds of this offering have only been generally allocated.
Specific applications of proceeds will be in the sole discretion of
management. See "Use of Proceeds" and "Management."
Dilution. The initial public offering price is substantially
higher than the net tangible book value per share of Common Stock.
Investors purchasing shares of Common Stock in this offering will
therefore incur immediate and substantial net tangible book value
dilution. See "Dilution."
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 2,546,419
shares of Common Stock offered hereby are estimated to be
$7,921,220, based on an assumed initial public offering price of
$3.50 per share and after deducting estimated underwriting
discounts and commissions and offering expenses. The Company
intends to use such estimated net proceeds for general corporate
purposes, in the following order of priority (i) 80% of the net
proceeds will be used in developing mutual fund assets under its
management and increasing its mutual fund base, including gaining
management of other unaffiliated compatible mutual funds through
purchase or merger with other existing mutual fund managers, (ii)
10% of the net proceeds will be used to increase assets under
management in existing affiliated mutual funds through payments of
brokerage commissions to selling brokers of the affiliated deferred
load mutual funds, and (iii) 10% of the net proceeds will be
allocated to potential acquisitions of related businesses. The
Company currently has no material commitments or agreements with
respect to any such transactions and is not involved in any
discussions with respect to acquisition transactions. Pending such
uses, the Company intends to invest the net proceeds from this
offering in short-term, investment-grade, interest-bearing
instruments. The Company will not receive any of the proceeds from
the sale of shares of Common Stock by the Selling Shareholders.
DILUTION
The net tangible book value of the Company at December 31, 1995 was
approximately $5,110,810 or $.62 per share of Common Stock. Based
upon pro forma calculations related to the January 5, 1996 Ranson
Company, Inc. acquisition described in "Certain Transactions-The
Ranson Acquisition" the net tangible book value of the
Company/Ranson Company, Inc. combination is approximately
$<302,099> or $<.04> per share.
Pro forma net tangible book value per share is determined by
dividing the net tangible book value (tangible assets less
liabilities) of the Company by the number of shares of Common Stock
outstanding at that date, (8,191,751 shares) such total excludes
the potential exercise of stock warrants currently outstanding.
Without taking into account any other changes in net tangible book
value after December 31, 1995 other than to give effect to the sale
by the Company to the public of 2,546,419 shares of Common Stock
hereby at an assumed initial public offering price of $3.50 per
share of Common Stock, pro forma net tangible book value so
calculated equals $1.21. This represents an immediate increase in
net tangible book value of $0.59 per share to existing stockholders
and an immediate dilution of $2.29 per share to investors
purchasing Common Stock in this offering. The following table
illustrates this dilution on a per share basis:
<TABLE>
<CAPTION>
Per Actual December 31, 1995
December 31, 1995 Company/Ranson
Company Company Pro Forma
Balance Sheet Balance Sheet
----------------- -----------------
<S> <C> <C>
Assumed initial public offering price 3.50 3.50
Net tangible book value at
December 31, 1995 $ .62 $ <.04>
Increase in net tangible book ------ ------
value attributable to the sale
by the Company of the shares
of Common Stock offered hereby $ 0.59 $ 0.76
Pro forma net tangible book value
after this offering $ 1.21 $ 0.72
Dilution to new stockholders $ 2.29 $ 2.78
</TABLE>
There are 1,050,000 shares of Common Stock issuable upon exercise
of outstanding warrants at a weighted average exercise price of
$1.62 per share. To the extent that the shares available for
issuance upon exercise of outstanding warrants are issued, there
would be a reduction in net tangible book value dilution per share
to new investors.
The following table summarizes, on a pro forma basis, the
differences between (i) the number of shares of Common Stock which
the current officers, directors and affiliated persons have
acquired since inception of the Company, (ii) the number of shares
of Common Stock to be purchased from the Company by new investors
in this offering, (iii) the total cash consideration paid, and (iv)
the average purchase price per share (before deducting the
underwriting discounts and commissions and expenses of this
offering):
<TABLE>
<CAPTION>
Offering - (2,546,419 shares of Company stock)
Average
Shares Total Considerations Purchase
-------------------- ---------------------- Price
Number Percent Amount Percent Per Share
---------- ------- ------------ ------- ---------
<S> <C> <C> <C> <C> <C>
Affiliated Stockholders 364,580 3.4% $ 326,429 1.7% $ .90
Unaffiliated Existing
Stockholders 7,748,362 72.7% 10,274,000 52.7% 1.33
New investors 2,546,419 23.9% $ 8,912,466 45.6% 3.50*
---------- ------ ------------ ------ ------
Total 10,659,361 100.0% $ 19,512,895 100.0%
========== ====== ============ ======
<FN>
*assumed offer price
</TABLE>
CAPITALIZATION
The following table sets forth the capitalization of the Company at
December 31, 1995 (actual) and as adjusted for this offering.
<TABLE>
<CAPTION>
December 31, December 31,
1995 1995
Actual As Adjusted
----------- -----------
<S> <C> <C>
Common Stockholders equity:
20,000,000 shares No Par Common Stock authorized,
issued and outstanding: 8,191,751 (actual) and
10,659,361 (as adjusted) respectively (1) 10,760,074 18,770,418
Unrealized Gain (Loss) on Securities for Sale 21,900 21,900
Retained earnings (accumulated deficit) (1,671,548) (1,671,548)
---------- ----------
Total Common Stockholders' equity 9,110,426(2) 17,120,770
---------- ----------
Total capitalization 9,110,426 17,120,770
========== ==========
<FN>
(1) Excludes 1,050,000 shares of Common Stock issuable upon
exercise of warrants currently outstanding.
(2) Includes redeemable stock (Common Stock subject to rescission
exchange offer) totaling 4,859,207 shares recorded at $9,600,000.
</TABLE>
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 eighteen full time employees as of December 31,
1996. The acquisition of The Ranson Company, Inc. on January 5,
1996 added three additional employees (retained employees of Ranson
Capital Corporation) included in the employee total.
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
$324,000,000. The Company's largest expense category is
compensation and benefits. Included within this category are all
compensation-related costs (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 18 employees as of December 31, 1996. Management of the Ranson
Managed Portfolios, acquired through the purchase of The Ranson
Company, Inc., which more than doubled the assets managed by the
Company, 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.
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
Nine Months ended September 30, 1996 compared to nine months ended
September 30, 1995. (Management's Unaudited Statements of
Operations)
Total operating revenues for the nine months ended September 30,
1996 were $2,404,970 representing a 43% increase from the
$1,683,027 for the comparable period of 1995. Fee revenues were
$2,216,185 in January through September of 1996; (92% of operating
revenues) as compared to $1,539,475 for the first nine months of
1995 (91% of operating revenue), representing a 44% increase over
the previous period. Commission income totaled $188,785 and
$143,552 for the nine months ended September 30, 1996 and 1995
respectively, an $45,233 increase between periods.
The increase in management fee revenues in the first three quarters
of 1996 from the same period in 1995 can be directly attributed to
the substantial increase in the funds under management resulting
from the acquisition of The Ranson Company, Inc. in January of
1996. Approximately $180,000,000 of assets managed by The Ranson
Company were brought under the Company's management. The Company's
fees income is based upon assets under management.
Expenses for the nine months ended September 30, 1996 increased
only 12% from the same period of 1995 from $2,218,450 to
$2,485,577. Compensation and benefits at $602,756 and $622,251
respectively, comprise 27% and 25%, of total expenses for the 1995
and 1996 nine month periods. Compensation and benefits expenses
increased 3% as compared to the same period of 1995. The expansion
of the family of Funds and amortization of costs related to 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 nine
month period ended September 30, 1996 the expense was $751,908
compared to $677,321 for the same period of 1995. Interest expense
increased substantially from $19,413 to $119,467 as a result of
debt incurred to purchase The Ranson Company, Inc.
The Company's recorded "other income" income from interests and
dividends was reduced to $55,034 in the nine month period ended
September 30, 1996 compared to $239,474 in the same period of 1995
because the Company's liquid assets were substantially reduced by
the purchase of The Ranson Company, Inc.
As a result of these factors, the Registrant reported net income
before income tax expense of $6,128 for the nine months ended
September 30, 1996 versus a net loss of $343,862 for the comparable
period of 1995.
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 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.
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, US 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.
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.
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 ($2,000,000 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 September 30, 1996 totaled $434,732.
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 was approximately $6,196,403. $5,083,274
was paid directly to The Ranson Company, Inc. shareholders on
January 5, 1996 and $1,113,129 was placed in escrow until July 3,
1996. $4,696,403 of the $6,196,403 purchase price came from cash
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
With a registration statement effective August 29, 1996 the
Company, registered Common Stock for re-offer and re-sale pursuant
to the US Securities Act of 1933 in connection with rescission of
the unregistered Common Stock sold between September 1, 1992 and
March 9, 1995. Purchasers who purchased between September 1, 1992
and March 9, 1995 (Common Stock totaling 4,859,207) were offered
the option of electing to revoke their 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.
The rescission offer period ended October 12, 1996.
Only five (5) persons offered the cash rescission option accepted
such offer, a total of $139,737 in cash was paid to such rescinding
shareholders for a total of 66,165 common shares. 4,793,042 shares
of registered Common Stock were exchanged for the equivalent
4,793,042 shares of unregistered Common Stock.
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>
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 existing capital when combined with the
additional funds generated from operations will provide the Company
with sufficient resources to meet present cash and short term
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 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 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-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:
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 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, 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 $144,000,000 in
assets as of October 1996. 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
$324,000,000. 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.
Following the acquisition by the Company of The Ranson Company,
Inc., its wholly-owned subsidiary, Ranson Capital Corporation
remains 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 1 North Main
Street, 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.
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 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 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 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.
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 October 1996, this Fund exceeded $91,900,000
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 $32,600,000 in assets as of October
1996. 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 $6,000,000 in assets as of October
1996. 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 $2,700,000 as of October
1996.
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. As of October 1996 this fund's assets totaled $11,000,000.
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 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.
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 US
Government or US Government agency securities to ensure timely
payment of principal and interest. The Kansas Insured Intermediate
Fund has assets of approximately $29,000,000 as of October 1996.
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 $131,000,000 as of October 1996.
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 $19,000,000 as of October 1996.
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>
Commissions Paid
Unaffiliated Dealer to Registered
Selling Representatives
Allowance Paid by associated with
ND Capital, Inc. ND Capital, Inc.
(as a percentage of (as a percentage of
Fund offering price)* 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.
</PAGE>
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 1, 1995,
$2,840,238 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:
Deferred Sales
Year ending December 31, Cost Expenses
------------------------ --------------
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 Growth 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 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, growing
total assets currently under management to approximately
$324,000,000. 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 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 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
(75%) percent 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 and the date of this prospectus
both subsidiaries' net capital was in excess of required net
capital.
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.
On June 1, 1996, the Company moved its office to 1 North Main,
Minot, North Dakota and terminated its former lease arrangement.
The office lease, which terminates on May 31, 2001, encompasses
approximately 4,000 square feet of office space and requires
monthly lease payments of $3,000 per month.
EMPLOYEES AND REGISTERED REPRESENTATIVES
At December 31, 1996, the Company had 18 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.
Pursuant to a previous registration, 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 completed as of October 12, 1996.
Shareholders accepting rescission number only five (5) and cash
paid out in rescission was $139,737. This rescission offer was the
result of 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).
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 US
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. 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.
Effect of Previous "Red Herring" Preliminary Prospectus. As was
indicated by the red lettering on the face of a "red herring"
preliminary prospectus related to the Company's previous rescission
offering, first distributed approximately February 14, 1996 to
certain shareholders of ND Holdings, such document was subject to
completion and not the definitive and final prospectus. Completion
of rescission offers prior to the effective date of the
registration may be a violation of Section 5(a) of the Securities
Act of 1933 which requires that a registration statement pursuant
to the requirements set forth in Section 6 of the Securities Act of
1933 be filed with the US Securities and Exchange Commission and in
effect prior to offers or sales of securities. In March 1996, a
total of $34,808.98 in cash was paid out to two shareholders
electing rescission for a total of 17,263 shares of the Company's
Common Stock. As a result, the previous cash payments to the two
persons electing rescission following the distribution of the
February 14, 1996 preliminary prospectus, may be a violation by the
Company of Section 5(a).
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>
<TABLE>
<CAPTION>
Term of office Positions and
with the offices with
Name Age Company the Company
- -------------------- --- ------------------- ---------------------------
<C> <C> <C> <C>
Richard J. Backes 71 5-4-88 to present Director
Vance A Castleman 53 3-25-94 to present Director
Daniel L. Feist 64 5-4-88 to present Director
Lyle E. McLain 63 5-4-88 to present Director
Peter A. Quist 63 5-4-88 to present Vice President and Director
Robert E. Walstad 52 9-22-87 to present President and Director
Richard H. Walstad 58 5-4-88 to present Director
Jacqueline L. Picken 48 5-4-88 to present Secretary
Dan Korgel 49 5-4-88 to present Treasurer
</TABLE>
All directors were re-elected on March 22, 1996 for one-year terms.
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.
Summary Compensation Table
(a) Cash Compensation.
Cash Compensation Table (1995)
- ----------------------------------------------------------------------
(A) (B) (C)
- ----------------------------------------------------------------------
Name of individual
or number in group Capacities in which served Cash compensation
- ----------------------------------------------------------------------
Robert E. Walstad President $ 79,911 (1)
Nine (9) Persons All officers and Directors $ 234,543
as a Group
(1) Includes salary of $52,000 and commissions of $27,911.
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 AND SELLING SHAREHOLDERS
The following table sets 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,
(iv) all Directors and Executive Officers of the Company as a
group, and (v) each of the selling shareholders. 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 Percentage of
Shares Shares Shares Shares
Beneficially Beneficially Number of Beneficially Beneficially
Owned Prior Owned Prior Shares Being Owned After Owned After
to the Offering(1) to the Offering Offered the Offering the Offering
------------------ --------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Selling Shareholders:
46 unaffiliated shareholders 453,581 * 453,581 * *
(none of whom individually own
more than 1% of the Company)
Executive Officers and Directors:
Richard J. Backes 23,100(8) * 0 23,100 *
201 5th Ave., Glenburn, ND 58740
Vance A. Castleman 150,000(2) 1.8% 0 150,000 1.6%
#7 Country Club Acres, Minot, ND 58703
Daniel L. Feist 23,100(8) * 0 23,100 *
1111 Robert Street, Minot, ND 58703
Lyle E. McLain 19,488(3) * 0 19,488 *
RR 1, Box 36, Mohall, ND 58761
Peter A. Quist 67,100(9) * 0 67,100 *
1821 S. Grandview Lane, #8, Bismarck, ND 58501
Robert E. Walstad 823,420(4) 10.0% 0 823,420 8.9%
2512 Bel Air Drive, Minot, ND 58703
Richard H. Walstad 32,697(5) * 0 32,697 *
2822 27th St. S., Fargo, ND 58103
Jacqueline L. Picken 45,184(6)(7) * 0 45,184 *
1311 33rd Ave SW, Minot, ND 58701
Dan Korgel 19,909(10) * 0 19,909 *
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% 0 1,203,998 13.1%
<FN>
* Less than 1%
( 1) Calculated before the offering 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. Calculated after the
offering in the same manner together with an additional 2,546,419
shares to be issued by the Company in the offering.
( 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.
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 8,112,942 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.
CERTAIN TRANSACTIONS
Transactions with Management
No director or officer of the Company is or has been at any time
since January 1, 1996, (beginning of the Company's last fiscal
year) indebted to the Company in excess of $60,000.
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 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.
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. The
percentage of Integrity Fund of Funds, Inc.'s shares owned by ND
Capital, Inc. is now 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
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 $6,196,402 (subject to 180 day adjustment based upon
net redemptions of the Ranson Managed Portfolios between January 5,
1996 and July 3, 1996). $5,083,273 (80%) of purchase price was
paid to The Ranson Company, Inc. shareholders on January 5, 1996.
$1,113,129 was held in escrow pending final adjustment of the
purchase price and was paid out 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, 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.
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 $5,083,273 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")
which was held by the Escrow Agent until July 3, 1996 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").
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.
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 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. The contracts were continued to December
1, 1997 pursuant to Trustee approval.
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.
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.
Previous Rescission Exchange Offer
With a registration statement effective August 29, 1996 and
completed October 12, 1996, the Company registered Common Stock for
re-offer and re-sale pursuant to the US Securities Act of 1933 in
connection with rescission of the unregistered Common Stock sold
between September 1, 1992 and March 9, 1995. Purchasers who
purchased between September 1, 1992 and March 9, 1995 (Common Stock
totaling 4,859,207) were offered the option of electing to revoke
their 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.
Only five (5) persons offered the cash rescission option accepted
such offer, a total of $139,737 (including interest) in cash was
paid to such rescinding shareholders for a total of 66,165 shares.
4,793,042 shares of registered Common Stock were exchanged for the
equivalent 4,793,042 shares of unregistered Common Stock.
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
Upon completion of this offering, the Company will have 10,659,361
shares of Common Stock outstanding (assuming no exercise of
warrants outstanding). Of these shares, the 3,000,000 shares sold
in this offering will be freely tradable without restriction or
further registration under the Securities Act, except that any
shares purchased by "affiliates" of the Company, as that term is
defined under the Securities Act may generally only be sold in
compliance with the limitations of Rule 144 described below.
Through a previous registration and offering, the Company has
completed the registration of 4,793,042 shares offered in exchange
for unregistered shares held by certain current shareholders of the
Company, allowing such shareholders shares to be exchanged for
registered shares. 4,793,042 unregistered shares were exchanged
for 4,793,042 registered shares.
Immediately following this offering, there will be 10,659,361
shares of Common Stock outstanding. The 4,793,042 shares of Common
Stock exchanged in the previous offering will be registered and
immediately eligible for sale in the public market. An additional
2,955,320 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 from
registration provided by Rule 144 and Rule 144(k) under the
Securities Act. As a result of the previously completed
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 2,955,320 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 six months after the date of this Prospectus without
the prior written consent of the Company and the Underwriter. 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.
Prior to this offering, there has been no public market for the
Common Stock of the Company and no predictions can be made of the
effect, if any, that the sale or availability for sale of shares of
additional Common Stock will have on the market price of the Common
Stock. Nevertheless, sales of substantial amounts of such shares
in the public market, or the perception that such sales could
occur, could adversely affect the market price of the Common Stock
and could impair the Company's future ability to raise capital
through an offering of its equity securities.
UNDERWRITING
The Company and the Selling Shareholders have entered into an
underwriting agreement (the "Underwriting Agreement") with
Financial Advantage Brokerage Services, Inc. (the "Underwriter") an
entity unrelated to the Company. Under the terms of the
Underwriting Agreement, the Underwriter will use its best efforts
to offer and sell 3,000,000 Shares to the public at the price set
forth on the cover of this Prospectus. There is no minimum number
of shares required to be sold prior to the Company receiving
proceeds from the sale of the shares offered herein. The first
907,162 shares sold will be allocated equally between the Company's
shares, and the total Selling Shareholder shares (pro rata between
the Selling Shareholder shares) shares sold in excess of 907,162
will be the Company's shares.
Any sale of the Shares offered is subject to the terms and
conditions of the Underwriting Agreement, a copy of which is filed
as an exhibit to the Registration Statement and to which reference
is hereby made.
The Company and the Selling Shareholders have agreed to pay the
Underwriter a commission of {8%} {($.28 per Share)} of the
aggregate proceeds from the sale of the best efforts Shares. The
Underwriter, in its discretion, may reallow to members of the
National Association of Securities Dealers, Inc., a portion of the
discount or commission, but in no event more than the discount or
commission of {8%} per Share. No broker/dealer affiliated with the
Company will participate in the offering.
The Company and the Selling Shareholders have also agreed to pay
the Underwriter a non-accountable expense allowance of {$.07} per
Share, {2%} of the gross proceeds of the offering, to be paid at
closing, none of which has been advanced to the Underwriter.
All of the Shares are being offered to the public at a price of
{$3.50} per Share as set forth on the cover page of this
Prospectus. The Shares are offered by the Underwriter subject to
receipt and acceptance by the Underwriter, to the right to reject
any order, in whole or in part, to approval of certain legal
matters by counsel and to certain other conditions. The
Underwriter has agreed not to confirm any sale of the Company's
shares to any discretionary account.
After the completion of the offering made hereby, ND Capital and
Ranson Capital will not engage in market making activities in the
Company's securities or make any recommendations with respect to
such securities. Rather, ND Capital and Ranson Capital intend to
trade in the Company securities on an (unsolicited) agency basis,
for their customers, and not as a principal. The Company will not
receive any of the proceeds from the sale of 453,581 shares of
Common Stock by the Selling Shareholders. See "Principal
Shareholders."
There is a no minimum number of shares required to be sold. An
escrow account for the purpose of distributing the proceeds of the
sale of the shares has been established at First Western Bank and
Trust, Minot, North Dakota. Checks for purchase of shares must be
made out to "ND Holdings, Inc. Escrow Account-First Western Bank
and Trust". Net proceeds from the sale of each share of Common
Stock sold will be paid to the Selling Shareholders and/or the
Company and shares issued to the purchasers at regular intervals as
proceeds are received.
Determination of Offering Price
Prior to this offering, there has been no public market for the
Common Stock of the Company. Consequently, the initial public
offering price for the Common Stock has been determined by
negotiation among the Company, the Selling Shareholders and the
Representatives of the Underwriter. Among the factors considered
in such negotiations were prevailing market conditions, the results
of operations of the Company in recent periods, the market
capitalizations and stages of development of other companies that
the Company and the Representatives of the Underwriter believe to
be comparable to the Company, estimates of the business potential
of the Company, the present state of the Company's development and
other factors deemed relevant.
Audit Committee/Public Director
As required by the NASD Bylaws, by August 29, 1997, the Company
will establish an Audit Committee, one member of which must be a
public director; a public director is defined as a 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., 1720 South Bellaire Street, Suite 108, Denver,
Colorado 80222, has acted as counsel for the Company in connection
with this offering and will render an opinion concerning the
validity of the Common 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
statements of assets and liabilities and direct expenses and
allocated indirect expenses for business components of The Ranson
Company, Inc. and subsidiary acquired 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 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.
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 for 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 RANSON COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets and Pro Forma Supplemental
Information as of December 31, 1995
Consolidated Statements of Operations and Pro Forma
Supplemental Information as of December 31, 1995
Notes to Pro Forma Supplementary Information
MANAGEMENT'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF
SEPTEMBER 30, 1996 AND 1995
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Supplementary Information
Schedules of Expenses
Pro Forma Consolidated Balance Sheet
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 AUDITOR'S 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
PART II
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 for 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 RANSON COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets and Pro Forma Supplemental
Information as of December 31, 1995
Consolidated Statements of Operations and Pro Forma
Supplemental Information as of December 31, 1995
Notes to Pro Forma Supplementary Information
MANAGEMENT'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF
SEPTEMBER 30, 1996 AND 1995
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Supplementary Information
Schedules of Expenses
Pro Forma Consolidated Balance Sheet
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 AUDITOR'S 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
ND HOLDINGS, INC. AND SUBSIDIARIES
MINOT, NORTH DAKOTA
MANAGEMENT'S UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
AS OF
SEPTEMBER 30, 1996 AND 1995
ND HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
SUPPLEMENTARY INFORMATION
Supplemental Consolidated Balance Sheets Reflecting
Completion of Rescission Exchange Offer
Consolidated Proforma Statement of Operations
Financial Data Schedule
ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------ -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 434,732 $ 4,894,838
Securities available-for-sale 5,693 322,900
Accounts receivable 430,025 161,907
Prepaids 58,280 44,235
------------ -----------
$ 928,730 $ 5,423,880
------------ -----------
PROPERTY AND EQUIPMENT $ 421,582 $ 100,680
Less accumulated depreciation (131,698) (53,631)
------------ -----------
Net property and equipment $ 289,884 $ 47,049
------------ -----------
OTHER ASSETS
Deferred sales costs $ 2,709,169 $ 2,840,238
Deferred tax benefit 921,100 1,042,400
Covenant not to compete (net of
amortization of $75,000 for 1996) 225,000 -
Investment adviser's agreement (net of
amortization of $175,521 for 1996) 5,246,934 -
Registration costs and other assets 175,769 117,019
------------ -----------
$ 9,277,972 $ 3,999,657
------------ -----------
$ 10,496,586 $ 9,470,586
============ ===========
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Commissions and service fees payable $ 116,264 $ 17,781
Accounts payable 69,307 64,069
Notes payable 1,100,000 -
Current portion of long-term debt 51,000 10,000
Accrued interest payable 6,205 6,205
Payroll taxes payable 2,697 2,005
------------ -----------
$ 1,345,473 $ 100,060
------------ -----------
LONG-TERM LIABILITIES
Investment certificates $ 235,100 $ 270,100
Loan - MADC 25,000 -
Less current portion (51,000) (10,000)
------------ -----------
$ 209,100 $ 260,100
------------ -----------
REDEEMABLE STOCK
Common stock subject to rescission
exchange offer - 4,829,300 and
4,859,207 shares, respectively $ 9,600,000 $ 9,600,000
------------ -----------
COMMON STOCK AND ACCUMULATED DEFICIT
Common stock - 20,000,000 shares authorized,
no par value; 3,332,544 shares issued and
outstanding $ 3,149,908 $ 3,149,908
Accumulated deficit (3,807,925) (3,661,382)
Unrealized gain (loss) on securities
available-for-sale 30 21,900
------------ -----------
$ (657,987) $ (489,574)
------------ -----------
$ 10,496,586 $ 9,470,586
============ ===========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
---------------------------
1996 1995 *
----------- -----------
<S> <C> <C>
REVENUES
Fee income $ 757,484 $ 554,037
Commissions 61,669 36,766
----------- -----------
Total revenue $ 819,153 $ 590,803
----------- -----------
OPERATING EXPENSES
Compensation and benefits $ 223,522 $ 213,795
General and administrative expenses 216,992 209,232
Deferred sales costs recognized 255,393 295,535
Depreciation and amortization 94,601 94,516
Interest 46,268 11,725
----------- -----------
Total operating expenses $ 836,776 $ 824,803
----------- -----------
OPERATING INCOME (LOSS) $ (17,623) $ (234,000)
----------- -----------
OTHER INCOME
Interest and dividends $ 8,266 $ 87,552
Trading securities gains (losses), net - (633)
Miscellaneous income 900 360
----------- -----------
Total other income (loss) $ 9,166 $ 87,279
----------- -----------
INCOME (LOSS) BEFORE INCOME
TAX (EXPENSE) BENEFIT $ (8,457) $ (146,721)
DEFERRED INCOME TAX (EXPENSE) BENEFIT (21,571) 39,970
----------- -----------
NET INCOME (LOSS) $ (30,028) $ (106,751)
=========== ===========
NET INCOME (LOSS) PER SHARE: $ - $ (.01)
Shares used in computing earnings per share 8,168,166 8,215,534
<FN>
* Proforma results (See Note 2)
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>
ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------
1996 1995 *
----------- -----------
<S> <C> <C>
REVENUES
Fee income $ 2,216,185 $ 1,539,475
Commissions 188,785 143,552
----------- -----------
Total revenue $ 2,404,970 $ 1,683,027
----------- -----------
OPERATING EXPENSES
Compensation and benefits $ 622,251 $ 602,756
General and administrative expenses 709,709 627,238
Deferred sales costs recognized 751,908 677,321
Depreciation and amortization 282,242 291,722
Interest 119,467 19,413
----------- -----------
Total operating expenses $ 2,485,577 $ 2,218,450
----------- -----------
OPERATING INCOME (LOSS) $ (80,607) $ (535,423)
----------- -----------
OTHER INCOME (LOSS)
Interest and dividends $ 55,034 $ 239,474
Trading securities gains (losses), net 23,688 (48,829)
Miscellaneous income 8,013 916
----------- -----------
Total other income (loss) $ 86,735 $ 191,561
----------- -----------
INCOME (LOSS) BEFORE INCOME
TAX (EXPENSE) BENEFIT $ 6,128 $ (343,862)
DEFERRED INCOME TAX (EXPENSE) BENEFIT (98,071) 30,000
----------- -----------
NET INCOME (LOSS) $ (91,943) $ (313,862)
=========== ===========
NET INCOME (LOSS) PER SHARE: $ (.01) $ (.04)
Shares used in computing earnings per shares 8,177,298 8,105,356
<FN>
* Proforma results (See Note 2)
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>
ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided (used) by
operating activities $ 153,565 $ 2,071,003
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment adviser's agreement $(5,422,455) $ -
Purchase of covenant not to compete (300,000) -
Purchase of available-for-sale securities (5,662) (1,361,423)
Proceeds from sale of
available-for-sale securities 324,688 1,206,297
Purchase of equipment (186,892) (17,776)
Other asset (increases) decreases (58,750) (46,040)
----------- -----------
Net cash used by investing activities $(5,649,071) $ (218,942)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term debt $ 1,500,000 $ -
Payments on short-term debt (400,000) -
Proceeds from long-term debt 25,000 -
Proceeds from issuing common stock
(net of stock issue costs) - 487,211
Redemption of common stock (54,600) (8,967)
Investment certificates redeemed (35,000) (5,000)
----------- -----------
Net cash provided by financing activities $ 1,035,400 $ 473,244
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $(4,460,106) $ 2,325,305
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,894,838 1,160,063
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 434,732 $ 3,485,368
=========== ===========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>
ND HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of ND Holdings, Inc., a
North Dakota 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 consolidated financial statements include the accounts of the
Company and all of its subsidiaries after eliminating all significant
intercompany transactions and reflect all normally recurring
adjustments which are, in the opinion of management, necessary to
present a fair statement of the results of operations of the interim
periods reported. The results of operations for the nine months
ended September 30, 1996 and 1995 are not necessarily indicative of
the results expected for the full year.
NOTE 2 - PROFORMA RESULTS
During the nine months ended September 30, 1996, the Company
acquired the outstanding stock of Ranson Company, Inc. (Ranson). The
operating results for the quarter and nine months ended September 30,
1996 include the revenue and expenses for the Ranson managed
portfolios. The operating results for the quarter and nine months
ended September 30, 1995 include proforma information to include the
results of the same period for Ranson, as though the business
combination occurred effective January 1, 1995.
NOTE 3 - SUPPLEMENTARY INFORMATION
The consolidated pro forma statement of operations included in the
supplementary information is presented only to comply with the
Securities and Exchange Commission's accounting rule, Article 11 of
Regulation S-X, and should not be used for any other purpose. Such
information has been compiled by management, without independent
audit or review.
SUPPLEMENTARY INFORMATION
ND HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS REFLECTING
COMPLETION OF RESCISSION EXCHANGE OFFER
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
September 30, December 31,
1996 1995
------------ -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 434,732 $ 4,894,838
Securities available-for-sale 5,693 322,900
Accounts receivable 430,025 161,907
Prepaids 58,280 44,235
------------ -----------
$ 928,730 $ 5,423,880
------------ -----------
PROPERTY AND EQUIPMENT $ 421,582 $ 100,680
Less accumulated depreciation (131,698) (53,631)
------------ -----------
Net property and equipment $ 289,884 $ 47,049
------------ -----------
OTHER ASSETS
Deferred sales costs $ 2,709,169 $ 2,840,238
Deferred tax benefit 921,100 1,042,400
Covenant not to compete (net of
amortization of $75,000 for 1996) 225,000 -
Investment adviser's agreement (net of
amortization of $175,521 for 1996) 5,246,934 -
Registration costs and other assets 175,769 117,019
------------ -----------
$ 9,277,972 $ 3,999,657
------------ -----------
$ 10,496,586 $ 9,470,586
============ ===========
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Commissions and service fees payable $ 116,264 $ 17,781
Accounts payable 69,307 64,069
Notes payable 1,100,000 -
Current portion of long-term debt 51,000 10,000
Accrued interest payable 6,205 6,205
Payroll taxes payable 2,697 2,005
------------ -----------
$ 1,345,473 $ 100,060
------------ -----------
LONG-TERM LIABILITIES
Investment certificates $ 235,100 $ 270,100
Loan - MADC 25,000 -
Less current portion (51,000) (10,000)
------------ -----------
$ 209,100 $ 260,100
------------ -----------
COMMON STOCK AND ACCUMULATED DEFICIT
Common stock - 20,000,000 shares authorized,
no par value; 8,161,844 and 8,191,751
shares issued and outstanding,
respectively $ 10,705,474 $10,760,074
Accumulated deficit (1,763,491) (1,671,548)
Unrealized gain (loss) on securities
available-for-sale 30 21,900
------------ -----------
$ 8,942,013 $ 9,110,426
------------ -----------
$ 10,496,586 $ 9,470,586
============ ===========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THE PROFORMA SUPPLEMENTAL INFORMATION
</TABLE>
ND HOLDINGS, INC. AND SUBSIDIARIES AND
RANSON COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED PROFORMA STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended September 30, 1995
-------------------------------------------------------
ND Holdings, Ranson Company,
Inc. and Inc. and Pro Forma Pro Forma
Subsidiaries Subsidiaries Adjustment Results
------------ -------------- ---------- ---------
<S> <C> <C> <C> <C>
REVENUES
Fee income $ 379,067 $ 174,970 $ - $ 554,037
Commissions 14,090 22,676 - 36,766
--------- --------- --------- ---------
Total revenue $ 393,157 $ 197,646 $ - $ 590,803
--------- --------- --------- ---------
OPERATING EXPENSES
Compensation and benefits $ 175,175 $ 38,620 $ - $ 213,795
General and administrative
expenses 131,870 77,362 - 209,232
Deferred sales costs recognized 295,535 - - 295,535
Depreciation and amortization 3,000 696 90,820 94,516
Interest 11,725 - - 11,725
--------- --------- --------- ---------
Total operating expenses $ 617,305 $ 116,678 $ 90,820 $ 824,803
--------- --------- --------- ---------
OPERATING INCOME (LOSS) $(224,148) $ 80,968 $ (90,820) $(234,000)
--------- --------- --------- ---------
OTHER INCOME (LOSS)
Interest and dividends $ 87,552 $ - $ - $ 87,552
Trading securities gains
(losses), net (957) 324 - (633)
Miscellaneous income 360 - - 360
--------- --------- --------- ---------
Total other income (loss) $ 86,955 $ 324 $ - $ 87,279
--------- --------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAX (EXPENSE)
BENEFIT $(137,193) $ 81,292 $ (90,820) $(146,721)
--------- --------- --------- ---------
DEFERRED INCOME
TAX (EXPENSE) BENEFIT 71,670 - (31,700) 39,970
--------- --------- --------- ---------
NET INCOME (LOSS) $ (65,523) $ 81,292 $(122,520) $(106,751)
========= ========= ========= =========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THE PROFORMA SUPPLEMENTAL INFORMATION
</TABLE>
ND HOLDINGS, INC. AND SUBSIDIARIES AND
RANSON COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED PROFORMA STATEMENTS OF OPERATIONS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1995
---------------------------------------------------------
ND Holdings, Ranson Company,
Inc. and Inc. and Pro Forma Pro Forma
Subsidiaries Subsidiaries Adjustment Results
------------ ------------- ---------- -----------
<S> <C> <C> <C> <C>
REVENUES
Fee income $ 1,072,944 $ 466,531 $ - $ 1,539,475
Commissions 66,557 76,995 - 143,552
----------- --------- --------- -----------
Total revenue $ 1,139,501 $ 543,526 $ - $ 1,683,027
----------- --------- --------- -----------
OPERATING EXPENSES
Compensation and benefits $ 486,300 $ 116,456 $ - $ 602,756
General and administrative
expenses 468,689 158,549 - 627,238
Deferred sales costs recognized 677,321 - - 677,321
Depreciation and amortization 17,161 2,101 272,460 291,722
Interest 19,413 - - 19,413
----------- --------- --------- -----------
Total operating expenses $ 1,668,884 $ 277,106 $ 272,460 $ 2,218,450
----------- --------- --------- -----------
OPERATING INCOME (LOSS) $ (529,383) $ 266,420 $(272,460) $ (535,423)
----------- --------- --------- -----------
OTHER INCOME (LOSS)
Interest and dividends $ 239,474 $ - $ - $ 239,474
Trading securities gains
(losses), net (53,708) 4,879 - (48,829)
Miscellaneous income 916 - - 916
----------- --------- --------- -----------
Total other income (loss) $ 186,682 $ 4,879 $ - $ 191,561
----------- --------- --------- -----------
INCOME (LOSS) BEFORE
INCOME TAX (EXPENSE)
BENEFIT $ (342,701) $ 271,299 $(272,460) $ (343,862)
----------- --------- --------- -----------
DEFERRED INCOME
TAX (EXPENSE) BENEFIT 134,000 - (104,000) 30,000
----------- --------- --------- -----------
NET INCOME (LOSS) $ (208,701) $ 271,299 $(376,460) $ (313,862)
=========== ========= ========= ===========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THE PROFORMA SUPPLEMENTAL INFORMATION
</TABLE>
FINANCIAL DATA SCHEDULE
FOR PERIOD ENDED SEPTEMBER 30, 1996
ND HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARY COMPANIES
(Dollars in Thousands)
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 1996
------------------
<S> <C>
Cash and cash items $ 434
Marketable securities 6
Notes and accounts receivable - trade 430
Allowances for doubtful accounts 0
Inventory 0
Total current assets 929
Property, plant, and equipment 422
Accumulated depreciation 132
Total assets 10,497
Total current liabilities 1,346
Bonds, mortgages, and similar debt 209
Preferred stock - mandatory redemption 0
Preferred stock - no mandatory redemption 0
Common stock 10,705
Other stockholder's equity (1,763)
Total liabilities and stockholder's equity 10,497
Net sales of tangible products 0
Total revenues 2,492
Cost of tangible goods sold 0
Total costs and expenses applicable to sales and revenues 2,367
Other costs and expenses 0
Provision for doubtful accounts and notes 0
Interest and amortization of debt discount 119
Income before taxes and other items 6
Income tax expense 98
Income/loss from continuing operations (92)
Discontinued operations 0
Extraordinary items 0
Cumulative effect - changes in accounting principles 0
Net income or loss (92)
Earnings per share - primary ($.01)
Earnings per share - fully diluted ($.01)
<FN>
Amounts inapplicable or not disclosed as a separate line on the
Statement of Financial Position or Results of Operations are
reported as 0 herein.
</TABLE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The table below sets forth the estimated expenses, other than
underwriting discounts and commissions, to be paid by the Company
in connection with the distribution of the Common Stock being
offered hereby:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee $ 4,138.00
NASD filing fee 1,700.00
Printing and engraving expenses 10,000.00
Accounting fees and expenses 10,000.00
Attorney's fees and expenses 30,000.00
Transfer agent's and registrar's fees 2,500.00
Blue Sky fees and expenses (including attorney's fees) 15,000.00
NASDAQ-Small Cap Market listing fee 10,000.00
Postage & delivery 5,000.00
Miscellaneous 11,662.00
------------
Total $ 100,000.00
============
</TABLE>
Item 14. Indemnification of Directors and Officers
INDEMNIFICATION OF TRUSTEES AND OFFICERS
There are no 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
relating to indemnification of officers and directors. Relevant
portions of the indemnification provisions are as follows:
(2.) ... a corporation shall indemnify a person made or
threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person against
judgments, penalties, fines including, without limitations, excise
taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in
connection with the proceeding, if, with respect to the acts or
omissions of the person complained of in the proceeding, the
person:
a. Has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties, fines,
including, without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements,
incurred by the person in connection with the proceeding with
respect to the same acts or omission;
b. Acted in good faith;
c. Received no improper personal benefit and section 10-19.1-51,
if applicable, has been satisfied;
d. In the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and
e. In the case of acts or omissions occurring in the
official capacity described in paragraph 1 or 2 of subdivision b of
subsection 1, reasonably believed that the conduct was in the best
interests of the corporation, or in the case of acts or omissions
occurring in the corporation, or in the case of acts or omissions
occurring in the section 1, reasonably believe that the conduct was
not opposed to the best interests of the corporation. If the
person's acts or omissions complained of in the proceeding relate
to conduct as a director, officer, trustee, employee, or agent of
an employee benefit plan, the conduct is not considered to be
opposed to the best interests of the corporation if the person
reasonably believed that the conduct was in the best interests of
the participants or beneficiaries of the employee benefit plan.
3. The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendre or its
equivalent does not, of itself, establish that the person did not
meet the criteria set forth in subsection 2.
4. ... if a person is made or threatened to be made a party
to a proceeding, the person is entitled, upon written request to
the corporation, to payment or reimbursement by the corporation of
reasonable expenses, including attorneys' fees and disbursements,
incurred by the person in advance of the final disposition of the
proceeding:
a. Upon receipt by the corporation of a written
affirmation by the person of a good faith belief that the criteria
for indemnification set forth in subsection 2 have been satisfied
and a written undertaking by the person to repay all amounts so
paid or reimbursed by the corporation, if it is ultimately
determined that the criteria for indemnification have not been
satisfied; and
b. After a determination that the facts then known to
those making the determination would not preclude indemnification
under this section.
The written undertaking required by subdivision (a) is an
unlimited general obligation of the person making it, but need not
be secured and shall be accepted without reference to financial
ability to make the repayment.
5. ...
6. This section does not require, or limit the ability of,
a corporation to reimburse expenses, including attorneys' fees and
disbursements, incurred by a person in connection with an
appearance as a witness in a proceeding at a time when the person
has not been made or threatened to be made a party to a proceeding.
7. All indemnification determining must be made:
a. By the board by a majority of a quorum. Directors
who are at the time parties to the proceeding shall not be counted
for determining either a majority or the presence of a quorum;
b. If a quorum under subdivision (a) cannot be obtained,
by a majority of a committee of the board, consisting solely of two
or more directors not at the time parties to the proceeding, duly
designed to act in the matter by a majority of the full board
including directors who are parties;
c. If a determination is not made under subdivision (a)
or (b) by special legal counsel, selected either by a majority of
the board or a committee by vote pursuant to subdivision (a) or (b)
or, if the requisite quorum of the full board cannot be obtained
and the committee cannot be established, by a majority of the full
board including directors who are parties;
d. If a determination is not made under subdivisions
(a), (b), and (c) by the shareholders, excluding the votes of
shares held by parties to the proceeding; or
e. If an adverse determination is made under
subdivisions (a) through (d), or if no determination is made under
subdivisions (a) through (d) within sixty days after the
termination of a proceeding or after a request for an advance of
expenses, as the case may be, by a court in this state, which may
be the same court in which the proceeding involving the person's
liability took place, upon application of the person and any notice
the court requires.
8. With respect to a person who is not and who was not at
the time of the acts or omissions complained of in the proceedings,
a director, officer, or person possessing, directly or indirectly,
the power to direct or cause the direction of the management or
policies of the corporation, the determination whether
indemnification of this person is required because the criteria set
forth in subsection 2 have been satisfied and whether this person
is entitled to payment or reimbursement of expenses in advance of
the final disposition of a proceeding as provided in subsection 4
may be made by an annually appointed committee of the board, having
at least one member who is a director. The committee shall report
at least annually to the board concerning its actions.
9. A corporation may purchase and maintain insurance on
behalf of a person in that person's official capacity against any
liability asserted against and incurred by the person in or arising
from that capacity, whether or not the corporation would have been
required to indemnify the person against the liability under the
provisions of this section.
10. A corporation that indemnifies or advances expenses to
a person in accordance with this section in connection with a
proceeding by or on behalf of the corporation shall report the
amount of the indemnification or advance and to whom and on whose
behalf it was paid as part of the annual financial statements
furnished to shareholders pursuant to section 10-19.1-85 covering
the period when the indemnification or advance was paid or accrued
under the accounting method of the corporation reflected in the
financial statement.
Item 15. Recent Sales of Unregistered Securities
RECENT SALES OF UNREGISTERED SECURITIES
Within the past three years, the Company has sold in good faith
reliance upon presumptions of exemption from registration, the
following securities, none of which were registered under the
Securities Act of 1933. All of said securities were offered and
sold pursuant to the North Dakota Venture Capital Corporation
Statute (NDCC 10-30.1) for cash to persons believed to be bona fide
residents of the State of North Dakota by ND Capital, Inc. (an NASD
broker/dealer and a subsidiary of the Company), other NASD
broker/dealers and officers of the Company. All sales of these
securities ceased on March 8, 1995. The Company claims exemption
from the registration provisions of the Securities Act of 1933
under Section 3(a)(11) of said Act.
As a result of routine examination of ND Capital, Inc. (the
Company's subsidiary) by the NASD in July 1994 and subsequent
review by the Regional SEC Office, it has been determined that
twelve (12) sales of the Company's Common Stock were made to
nonresidents of the state of North Dakota. In the opinion of NASD
and SEC examiners, these sales violate the Section 3(a)(11)
exemption from registration relied upon by the Company. The
Company and its Subsidiary, ND Capital, Inc. are currently working
to resolve this issue with the NASD.
Recent Sales of Company's No Par Common Stock:
Date Shares $ Amount Per Share Price
-------- --------- ----------- ---------------
9/6/93 1,440 2,448.00 1.70
Shareholder of Record: West Brand & Co. FBO Pathology Services,
P.C. PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58702
9/9/93 1,000 1,700.00 1.70
Shareholder of Record: Sheldon Smith
HCR 1 Box 144, Powers Lake, ND 58773
9/14/93 4,225 7,182.50 1.70
Shareholder of Record: American Investors FBO Anderson, Wade,
Whitty, P.C. PSP Robert W. Anderson
P.O. Box 1548, Minot, ND 58702
9/14/93 2,000 3,400.00 1.70
Shareholder of Record: Larry O. Anderson and Virginia M. Anderson JTWROS
Box 125, Towner, ND 58788
9/17/93 1,765 3,000.00 1.70
Shareholder of Record: Michael J. Johnson and Sue Ellen Johnson JTWROS
2700 2nd Ave. SW, Minot, ND 58701
9/17/93 5,883 10,000.00 1.70
Shareholder of Record: Dr. Fred W. Wagner
Rt 1 Box 77B, Walton, NE 68461
9/20/93 6,000 10,200.00 1.70
Shareholder of Record: Richard Gunter
Box 330, Towner, ND 58788
9/20/93 1,177 2,000.00 1.70
Shareholder of Record: West Brand & Co. FBO Sherry Y. Hummel IRA
P.O. Box 1090, Minot, ND 58702
9/23/93 7,765 13,200.00 1.70
Shareholder of Record: Richard J. Pratt
P.O. Box 9513, Fargo, ND 58106-9513
9/24/93 1,500 2,550.00 1.70
Shareholder of Record: Cattle Capital Investment Club
Box 270, Towner, ND 58788
9/24/93 5,900 10,030.00 1.70
Shareholder of Record: Roger E. Guttormson and Beverlee Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701
9/24/93 7,500 12,750.00 1.70
Shareholder of Record: Reuben Hegel
1107 N. 12th St., Bismarck, ND 58501
9/24/93 1,530 2,601.51 1.70
Shareholder of Record: West Brand & Co. FBO Janet Pratt IRA
P.O. Box 1090, Minot, ND 58702
9/24/93 11,765 13,998.11 1.70
Shareholder of Record: Richard J Pratt
P.O. Box 9513, Fargo, ND 58106-9513
9/24/93 8,641 14,689.24 1.70
Shareholder of Record: West Brand & Co. FBO Richard Pratt IRA
P.O. Box 1090, Minot, ND 58702
9/30/93 160 272.16 1.70
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
9/30/93 100 170.00 1.70
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
9/30/93 221 375.00 1.70
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
9/30/93 15 25.00 1.70
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
10/5/93 6,000 10,200.00 1.70
Shareholder of Record: Georgia Bonderenko
1426 South Main, Minot, ND 58701
10/5/93 5,592 9,505.88 1.70
Shareholder of Record: West Brand & Co. FBO Terry Bostow IRA
P.O. Box 1090, Minot, ND 58701
10/5/93 6,000 10,200.00 1.70
Shareholder of Record: D.W. Christen and Donna J. Christen JTWROS
101 6th Ave. NE, Minot, ND 58701
10/5/93 2,941 5,000.00 1.70
Shareholder of Record: Nicholas Faken and Mary Faken JTWROS
RR 1 Box 122, Granville, ND 58741
10/5/93 1,471 2,500.00 1.70
Shareholder of Record: Aaron M. Faken
RR 1 Box 122, Granville, ND 58741
10/5/93 1,471 2,500.00 1.70
Shareholder of Record: Chad D. Faken
RR 1 Box 122, Granville, ND 58741
10/5/93 6,000 10,200.00 1.70
Shareholder of Record: Richard J. Guth
13510 Parkwood Drive, Burnsville, MN 55337
10/5/93 1,500 2,550.00 1.70
Shareholder of Record: West Brand & Co. FBO Pathology Services,
P.C. PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58702
10/5/93 1,500 2,550.00 1.70
Shareholder of Record: Marilyn Kemper
3805 S. Main, Apt. 1, Minot, ND 58701
10/5/93 11,765 20,000.00 1.70
Shareholder of Record: Adolph Lorz TOD Alice Lorz
413 Burke Avenue, Harvey, ND 58341
10/5/93 14,706 25,000.00 1.70
Shareholder of Record: Kent W. Lovell
Box 166, Ashley, ND 58413
10/5/93 12,000 20,400.00 1.70
Shareholder of Record: Margaret Beverly Mayo
P.O. Box 310, Cavalier, ND 58220
10/5/93 5,883 10,000.00 1.70
Shareholder of Record: Gloria Nelson
P.O. Box 243, Stanley, ND 58784-0243
10/5/93 6,000 10,200.00 1.70
Shareholder of Record: Thora M. Nelson Trust Thora M. Nelson, TTEE
Box 385, Stanley, ND 58784
10/5/93 3,403 11,787.35 1.70
Shareholder of Record: Richard J. Pratt
P.O. Box 9513,Fargo, ND 58106-9513
10/5/93 1,500 2,550.00 1.70
Shareholder of Record: Darlene Ann Thompson
HCR1 Box 48A, Carpio, ND 58725
10/8/93 6,000 10,200.00 1.70
Shareholder of Record: Guy E. & Bernice Huff Trust Guy E. &
Bernice Huff, TTEES DTD 6-28-91
1709 11th street SW, Minot, ND 58701
10/8/93 6,000 10,200.00 1.70
Shareholder of Record: Clara L. Morey Trust DTD 5-7-93
2318 Bel Air Dr, Minot, ND 58701
10/12/93 8,824 15,000.00 1.70
Shareholder of Record: Joann Johnson
HCR1 Box 116, Douglas, ND 58735-9755
10/12/93 11,763 19,997.66 1.70
Shareholder of Record: Joann Johnson
HCR1 Box 116, Douglas, ND 58733-9755
10/12/93 6,000 10,200.00 1.70
Shareholder of Record: Yvonne L. Schultz
420 Lincoln Drive, P.O. Box 682, Minot, ND 58702
10/12/93 30,000 51,000.00 1.70
Shareholder of Record: Louis Wohletz and Anna May Wohletz JTWROS
1221 11th Ave., Lagndon, ND 58249
10/18/93 1,176 2,000.00 1.70
Shareholder of Record: Kathleen A. Bauer
P.O. Box 3112, Minot, ND 58702-3112
10/18/93 5,000 8,500.00 1.70
Shareholder of Record: American Investors FBO Kim Cady IRA
P.O. Box 1548, Minot, ND 58702
10/18/93 5,000 8,500.00 1.70
Shareholder of Record: American Investors FBO Toni Cady IRA
P.O. Box 1548, Minot, ND 58702
10/18/93 10,000 17,000.00 1.70
Shareholder of Record: Mike Dolan
310 17th St. NW, Minot, ND 58701
10/18/93 10,090 17,153.79 1.70
Shareholder of Record: West Brand & Co. Roger E. Guttormson IRA
P.O. Box 1090, Minot, ND 58702
10/18/93 5,000 8,500.00 1.70
Shareholder of Record: West Brand & Co. fbo Curtis Mehlhoff IRA
P.O. Box 1090, Minot, ND 58702
10/18/93 588 1,000.00 1.70
Shareholder of Record: Midwest Investment Club c/o Paul Sandeen
Box 384, Mohall, ND 58761
10/21/93 21,444 36,454.53 1.70
Shareholder of Record: David Burckhard
P.O. Box 849, Minot, ND 58702
10/21/93 6,000 10,200.00 1.70
Shareholder of Record: Rose C. Gjerdevig
485 3rd St. N, Carrington, ND 58421
10/21/93 4,000 6,800.00 1.70
Shareholder of Record: Guy E. & Bernice Huff Trust Guy E. &
Bernice Huff, TTEES DTD 6-28-91
1709 11th Street SW, Minot, ND 58701
10/21/93 500 850.00 1.70
Shareholder of Record: Charles J. Keller and Rebecca J. Keller JTWROS
Box 24, Towner, ND 58788
10/21/93 1,765 3,000.00 1.70
Shareholder of Record: Brenda J. Morelli
P.O. Box 1517, Minot, ND 58702
10/21/93 21,444 36,454.53 1.70
Shareholder of Record: Rick L. Pierson
P.O. Box 849, Minot, ND 58702
10/21/93 9,000 15,300.00 1.70
Shareholder of Record: West Brand & Co. FBO Mann's Automotive 401k
P.O. Box 1090, Minot, ND 58702
10/22/93 2,940 4,998.00 1.70
Shareholder of Record: West Brand & Co. FBO Wayne Jansen IRA
P.O. Box 1090, Minot, ND 58702
10/24/93 1,000 1,700.00 1.70
Shareholder of Record: Kent Bahl and Alene Bahl JTWROS
RR 2 Box 64, Sherwood, ND 58782
10/26/93 4,000 6,800.00 1.70
Shareholder of Record: Patrick Jones
P.O. Box 179, Minot, ND 58702
10/27/93 600 1,020.00 1.70
Shareholder of Record: Gerald E. Anderson custodian for Eric E. Anderson
2418 North Washington Street. Bismarck, ND 58501
10/27/93 600 1,020.00 1.70
Shareholder of Record: Gerald E. Anderson custodian for Kellie J. Anderson
2418 North Washington Street, Bismarck, ND 58501
10/27/93 600 1,020.00 1.70
Shareholder of Record: Gerald E. Anderson custodian for Lias Anderson
2418 North Washington Street, Bismarck, ND 58501
10/27/93 1,500 2,550.00 1.70
Shareholder of Record: Carol Berg and Jason Berg JTWROS
P.O. Box 297. Towner, ND 58788
10/27/93 235 399.00 1.70
Shareholder of Record: West Brand & Co. FBO Andrew Burnette IRA
P.O. Box 1090, Minot, ND 58702
10/27/93 600 1,020.00 1.70
Shareholder of Record: West Brand & Co. FBO Van Burnette IRA
P.O. Box 1090, Minot, ND 58702
10/27/93 5,882 10,000.00 1.70
Shareholder of Record: Dell M. Clarke
417 2nd St. SE, Minot, ND 58701
10/27/93 3,497 5,944.45 1.70
Shareholder of Record: Roger W. Domres
1433 15th St. SW, Minot, ND 58701
10/27/93 3,529 6,000.00 1.70
Shareholder of Record: LeRoy D. Eberle and Connie M. Eberle JTWROS
122 26th Street SW, Minot, ND 58701
10/27/93 471 800.00 1.70
Shareholder of Record: LeRoy Eberle custodian for Jordon Hanson
122 26th Street SW, Minot, ND 58701
10/27/93 118 200.00 1.70
Shareholder of Record: LeRoy Eberle custodian for Steve L. Eberle
122 26th Street SW, Minot, ND 58701
10/27/93 1,500 2,550.00 1.70
Shareholder of Record: Melissa Fletschock
411 28th Ave. SW No. 6, Minot, ND 58701
10/27/93 14,291 24,294.70 1.70
Shareholder of Record: Judy Hansen
HCR1 Box 116, Douglas, ND 58735
10/27/93 6,099 10,368.30 1.70
Shareholder of Record: Mary K Jones
P.O. Box 179, Minot, ND 58702
10/27/93 64 109.21 1.70
Shareholder of Record: Richard J. Pratt
P.O. Box 9513, Fargo, ND 58106-9513
10/27/93 10,000 17,000.00 1.70
Shareholder of Record: Shannon D. Radke and Dorijean Radke JTWROS
422 4th Ave. NW, Minot, ND 58701
10/27/93 588 1,000.00 1.70
Shareholder of Record: Patrick Schmidt and Karen Schmidt JTWROS
12 Railway St. P.O. Box 51, Burlington, ND 58722
10/27/93 3,000 5,100.00 1.70
Shareholder of Record: Donna J. Stuck
1231 15th Ave. SW, Mint, ND 58701
10/28/93 1,000 1,700.00 1.70
Shareholder of Record: Wade Locken
RR 1 Box 16, Mohall, ND 58761
10/29/93 3,000 5,100.00 1.70
Shareholder of Record: Larry O. Anderson and Virginia M. Anderson JTWROS
Box 125, Towner, ND 58788
10/29/93 6,000 10,200.00 1.70
Shareholder of Record: John D. Coughlin
P.O. Box 1273, Minot, ND 58702
10/29/93 4,000 6,800.00 1.70
Shareholder of Record: David Gowan and Garnell Gowan JTWROS
RR 7, Minot, ND 58701
10/29/93 1,299 2,208.00 1.70
Shareholder of Record: Ronald Grey and Judith Grey JTWROS
113 28th St. SW, Minot, ND 58701
10/29/93 5,882 10,000.00 1.70
Shareholder of Record: Thomas E. Jundt and Marlene Jundt JTWROS
610 24th Ave. SW, Minot, ND 58701
10/29/93 10,000 17,000.00 1.70
Shareholder of Record: John D. Karhoff and Patricia K. Karhoff JTWROS
17 Elm Street, Burlington, ND 58722
10/29/93 14,706 25,000.00 1.70
Shareholder of Record: Irv Keating and June Keating TEN COM
1413 12th Street SW, Minot, ND 58701
10/29/93 1,000 1,700.00 1.70
Shareholder of Record: Douglas L. Loos and Janice F. Loos JTWROS
102 Ave. C. West, Bismarck, ND 58501
10/29/93 6,000 10,200.00 1.70
Shareholder of Record: Merkel Living Trust Arthur R. Merkel &
Cherie A. Merkel, TTEES
1100 North 1st Street, Bismarck, ND 58501
10/29/93 2,942 5,001.40 1.70
Shareholder of Record: Edna L. Minehan
RR 4 Box 329, Minot, ND 58702
10/29/93 20,000 34,000.00 1.70
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, N., Dak. 58701
10/29/93 5,000 8,500.00 1.70
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701
10/29/93 425 722.50 1.70
Shareholder of Record: Michael N. Rose
P.O. Box 477, Towner, ND 58788
10/29/93 5,883 10,000.00 1.70
Shareholder of Record: Frederick W. Schmidt
P.O. Box 89, Ruso, ND 58778
10/29/93 5,883 10,000.00 1.70
Shareholder of Record: Richard L. Silvernagel
2002 E. Capitol Ave., Bismarck, ND 58501
10/29/93 10,000 17,000.00 1.70
Shareholder of Record: Stan Martin Agency, Inc.
Box 767, Anamoose, ND 58710
10/29/93 2,000 3,400.00 1.70
Shareholder of Record: James Straight and Mary Straight JTWROS
219 8th Street SE, Minot, ND 58701
10/29/93 5,882 10,000.00 1.70
Shareholder of Record: Thomas C. Swanson and Judy Swanson JTWROS
1809 Parkside Drive, Minot, ND 58701
10/29/93 8,235 14,000.00 1.70
Shareholder of Record: Dr. Fred W. Wagner
Rt 1 Box 77B, Hazen, ND 58545
10/29/93 17,647 30,000.00 1.70
Shareholder of Record: Marvin Wentz
P.O. Box 54, Harvey, ND 58341
10/29/93 5,883 10,001.10 1.70
Shareholder of Record: Walter Williams and Rosella Williams JTWROS
901 South Main, Rugby, ND 58368
10/31/93 151 256.79 1.70
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
10/31/93 100 170.00 1.70
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
10/31/93 552 939.11 1.70
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401k
P.O. Box 1090, Minot, ND 58702
10/31/93 7,059 12,000.00 1.70
Shareholder of Record: Leona Rubbelke
419 N. Main, Minot, ND 58701
10/31/93 15 25.00 1.70
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
11/2/93 1,000 1,700.00 1.70
Shareholder of Record: West Brand & Co. Pathology Services, P.C.
PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58702
11/2/93 2,941 5,000.00 1.70
Shareholder of Record: Marvin Wentz
P.O. Box 54, Harvey, ND 58341
11/9/93 2,941 4,999.70 1.70
Shareholder of Record: American Investors FBO Anderson, Wade,
Whitty, P.C. PSP Wayne Whitty
P.O. Box 1548, Minot, ND 58702
11/9/93 1,500 2,550.00 1.70
Shareholder of Record: American Investors FBO David Burnette IRA
P.O. Box 1548, Minot, ND 58702
11/9/93 3,000 5,100.00 1.70
Shareholder of Record: West Brand & Co. Chiropractic Health Care
MPP Gordon Dean
P.O. Box 1090, Minot, ND 58702
11/9/93 6,000 10,200.00 1.70
Shareholder of Record: Alfred Lutgen and Arline Lutgen JTWROS
406 1st St. NW, LaMoure, ND 58458-7319
11/9/93 3,000 5,100.00 1.70
Shareholder of Record: American Investors FBO Radiology
Consultants PSP Dr. Mark Whitman
20 1st SW, Minot, ND 58701
11/9/93 7,500 12,000.00 1.60
Shareholder of Record: West Brand & Co. FBO Kevin M. Dunnigan IRA
P.O. Box 1090, Minot, ND 58702
11/10/93 10,000 17,000.00 1.70
Shareholder of Record: Norwest Bank Agent for Trustee for Farstad
Oil, PST/Dennis Krueger
P.O. Box 1488, Minot, ND
11/12/93 4,000 6,800.00 1.70
Shareholder of Record: Keith Duchsherer
122 NE 3rd, Rugby, ND 58368
11/12/93 5,883 10,000.00 1.70
Shareholder of Record: Lavona Gebhardt
RR 1 Box 112, Balta, ND 58313
11/12/93 2,941 5,000.00 1.70
Shareholder of Record: Carol J. Geiszler
1617 Rider Road, Grand Forks, ND 58201-5246
11/12/93 2,000 3,400.00 1.70
Shareholder of Record: Gerald Healy custodian for Tarvn Healy
303 7th Avenue SE, Rugby, ND 58368
11/12/93 4,706 8,000.20 1.70
Shareholder of Record: Roger Hersey
141 SW 11th, Rugby, ND 58368
11/12/93 3,000 5,100.00 1.70
Shareholder of Record: Donald Murphy
HCR1 Box 18A, Donnybrook, ND 58734
11/12/93 2,941 5,000.00 1.70
Shareholder of Record: Sue Neamever
RR 1 Box 33, Mylo, ND 58353
11/12/93 1,500 2,550.00 1.70
Shareholder of Record: Ken Schaan custodian for Isaac Schaan
RR 1 Box 122, Balta, ND 58313
11/12/93 1,500 2,550.00 1.70
Shareholder of Record: Ken Schaan custodian for Riley Schaan
RR 1 Box 122, Balta, ND 58313
11/12/93 2,942 5,001.40 1.70
Shareholder of Record: Mark Schaan and Susan M. Schaan JTWROS
709 5th St. SE, Rugby, ND 58368
11/15/93 1,765 3,000.50 1.70
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
11/17/93 5,000 8,500.00 1.70
Shareholder of Record: Lynn J. Culver
129 Country Club Drive. Bismarck, ND 58501
11/17/93 10,000 17,000.00 1.70
Shareholder of Record: Morgan & Associates M.D.P.C. Ronald Knutson
Pension Plan
P.O. Box 2017, Bismarck, ND 58502
11/17/93 4,117 6,998.90 1.70
Shareholder of Record: Elaine Manolovitz
52 8th Ave. East, Dickinson, ND 58601
11/17/93 2,201 3,742.22 1.70
Shareholder of Record: Richard J. Pratt
P.O. Box 9513, Fargo, ND 58106-9513
11/22/93 7,500 12,000.00 1.60
Shareholder of Record: West Brand & Co. FBO Kevin M. Dunnigan IRA
P.O. Box 1090, Minot, ND 5802
12/8/93 12,000 20,400.00 1.70
Shareholder of Record: Kenneth J. Keller
1300 13th St. SW, Minot, ND 58701
12/16/93 4,890 8,313.00 1.70
Shareholder of Record: West Brand & Co. FBO Scott Lucas IRA
P.O. Box 1090, Minot, ND 58702
3/30/94 2,500 4,250.00 1.70
Shareholder of Record: Dwayne Eklund and Lucille Eklund JTWROS
4003 South Crestline, Spokane, WA 99203
3/31/94 133 226.10 1.70
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
3/31/94 112 190.40 1.70
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
3/31/94 220 374.00 1.70
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
3/31/94 15 25.50 1.70
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
4/13/94 20,000 34,000.00 1.70
Shareholder of Record: American Investors FBO Gary Teets IRA
P.O. Box 1548, Minot, ND 58702
4/14/94 1,177 2,000.90 1.70
Shareholder of Record: West Brand & Co. FBO Jeffrey Case IRA SEP
P.O. Box 1090, Minot, ND 58702
4/14/94 1,176 1,999.20 1.70
Shareholder of Record: West Brand & Co. FBO Cynthia McLain IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 1,176 1,999.20 1.70
Shareholder of Record: West Brand & Co. FBO Lyle McLain IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 2,941 4,999.70 1.70
Shareholder of Record: Kaaren J. Stuck and James W. Cross JTWROS
1439 Cherry Lane, Westchester, PA 19380
4/22/94 4,489 7,631.30 1.70
Shareholder of Record: West Brand & Co. FBO W. Dan Korgel IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 2,000 3,400.00 1.70
Shareholder of Record: Karen Radke and Doyle Radke JTWROS
2016 1st Ave. SW, Minot, ND 58701
4/29/94 1,781 3,027.70 1.70
Shareholder of Record: West Brand & Co. FBO Patrick J. Schmidt, Sr. IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 1,000 1,700.00 1.70
Shareholder of Record: Richard Schwan and Judy Schwan JTWROS
2004 23rd Street SW, Minot, ND 58701
4/29/94 1,000 1,700.00 1.70
Shareholder of Record: John G. Stuck
1231 15th St. SW, Minot, ND 58701
4/29/94 1,000 1,700.00 1.70
Shareholder of Record: Troy Schwan and Charlene Schwan JTWROS
1441 8th Avenue South, Fargo, ND 58103
4/29/94 600 1,020.00 1.70
Shareholder of Record: Jacqueline L. Case TOD Jeffrey P. Case
1311 33rd Avenue SW, Minot, ND 58701
4/30/94 150 255.00 1.70
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
4/30/94 180 306.00 1.70
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
4/30/94 355 603.50 1.70
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
4/30/94 15 25.50 1.70
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
4/30/94 118 200.60 1.70
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
1/31/94 152 266.00 1.75
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
1/31/94 100 175.00 1.75
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
1/31/94 215 376.25 1.75
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
1/31/94 15 26.25 1.75
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
2/3/94 27,000 47,250.00 1.75
Shareholder of Record: Donna J. Stuck
1231 15th Ave. SW, Minot, ND 58701
2/3/94 30,000 52,500.00 1.75
Shareholder of Record: John G. Stuck
1231 15th St. SW, Minot, ND 58701
2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Jonathan S. Coravos
1231 15th Street SW, Minot, ND 58701
2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Ian B. Cross
1231 15th Street SW, Minot, ND 58701
2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Matthew J. Johnson
1321 15th Street SW, Minot, ND 58701
2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Catherine Stuck
1231 15th Street SW, Minot, ND 58701
2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Megan J. Johnson
1231 15th Street SW, Minot, ND 58702
2/3/94 1,000 1,750.00 1.75
Shareholder of Record: Garret J. Stuck and Pamela Coravos JTWROS
1231 15th Street SW, Minot, ND 58701
2/3/94 1,000 1,750.00 1.75
Shareholder of Record: Kaaren J. Stuck and James W. Cross JTWROS
1439 Cherry Lane, Westchester, PA 19380
2/3/94 1,000 1,750.00 1.75
Shareholder of Record: Kristi L Johnson and Mark A Johnson JTWROS
1231 15th St. SW, Minot, ND 58701
2/28/94 136 238.00 1.75
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
2/28/94 88 154.00 1.75
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
2/28/94 702 1,228.50 1.75
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
2/28/94 15 26.25 1.75
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
3/4/94 571 1,000.00 1.75
Shareholder of Record: Garrett J. Stuck and Pamela Coravos JTWROS
1231 15th Street SW, Minot, ND 58701
11/30/93 150 285.00 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
11/30/93 143 271.33 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
11/30/93 13 25.00 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401K
P.O. Box 1090, Minot, ND 58702
12/2/93 21,053 40,000.00 1.90
Shareholder of Record: Wesley F. Majestic and Lois A. Majestic and
John E. Mejastic JTWROS
116 28th Street SW, Minot, ND 58702
12/6/93 15,263 29,000.00 1.90
Shareholder of Record: Joe Haugen
Box 97, Parshall, ND 58702
12/7/93 7,632 14,500.00 1.90
Shareholder of Record: Ardyce Haugen
Box 97, Parshall, ND 58702
12/7/93 5,263 10,000.00 1.90
Shareholder of Record: Beatrice Nelson
1015 6th Avenue South, #8, Devils Lake, ND 58301
12/14/93 34,737 66,000.00 1.90
Shareholder of Record: Kenneth J. Keller
1300 13th St. SW, Minot, ND 58701
12/14/93 56,300 106,970.00 1.90
Shareholder of Record: American Investors FBO Radiology
Consultants MPRP Dr. Kenneth Keller
20 1st SW, Minot, ND 58701
12/14/93 6,315 11,998.50 1.90
Shareholder of Record: Daniel Volk
430 4th St. SE, Rugby, ND 58368
12/16/93 1,000 1,900.00 1.90
Shareholder of Record: West Brand & Co. FBO Pathology Services,
P.C. PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58702
12/16/93 1,420 2,698.00 1.90
Shareholder of Record: West Brand & Co. FBO Helga Soltis IRA
P.O. Box 1090, Minot, ND 58702
12/16/93 1,816 3,450.40 1.90
Shareholder of Record: West Brand & Co. FBO Jim Soltis IRA
P.O. Box 1090, Minot, ND 58702
12/21/93 160 304.00 1.90
Shareholder of Record: Cynthia L. McLain custodian for Jordon Miriah Lien
HCR Box 36, Mohall, ND 58761
12/21/93 2,632 5,000.00 1.90
Shareholder of Record: Kelly Schaan
1360 Northampton, Gardnerville, NV 89410
12/22/93 2,632 5,000.00 1.90
Shareholder of Record: Jonathan Lochthowe
Rt. 1 Box 67, Minot, ND 58701
12/22/93 5,265 10,003.50 1.90
Shareholder of Record: Emilia Thompson TOD (see application)
HCR Box 49, Carpio, ND 58725
12/29/93 15,790 30,000.00 1.90
Shareholder of Record: David M. Burnette
426 4th Ave. NW, Minot, ND 58701
12/29/93 526 1,000.00 1.90
Shareholder of Record: Lillian L. Domres
P.O. Box 268, Towner, ND 58788
12/29/93 3,234 6,143.78 1.90
Shareholder of Record: West Brand & Co. FBO LeRoy Eberle IRA
P.O. Box 1090, Minot, ND 58702
12/31/93 1,316 2,500.00 1.90
Shareholder of Record: Aaron M. Faken
RR 1 Box 122, Granville, ND 58741
12/31/93 1,316 2,500.00 1.90
Shareholder of Record: Chad D. Faken
RR 1 Box 122, Granville ND 58741
12/31/93 2,631 5,000.00 1.90
Shareholder of Record: Nicholas Faken and Mary Faken JTWROS
RR 1 Box 122, Granville, ND 58741
12/31/93 5,263 10,000.00 1.90
Shareholder of Record: August Keller
1537 Aylesbury Lane, Plano, TX 75075
12/31/93 150 285.00 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
12/31/93 92 175.52 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
12/31/93 13 25.00 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
1/11/94 1,053 2,000.00 1.90
Shareholder of Recod: West Brand & Co. FBO Daniel Ludwig IRA
P.O. Box 1090, Minot, ND 58702
1/11/94 15,789 30,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology PSP Kiernan Minehan
P.O. Box 1090, Minot, ND 58702
1/11/94 5,000 9,500.00 1.90
Shareholder of Record: Donald Murphy
HCR1 Box 18A, Donnybrook, ND 58734
1/12/94 5,265 10,003.50 1.90
Shareholder of Record: Ostren Family Trust Harold W. & Marlys D.
Ostrem TTEES, U/A DTD 7/14/92
RR 1 Box 137, Rugby, ND 58368
1/13/94 2,632 5,000.80 1.90
Shareholder of Record: Brent N. Corbin
P.O. Box 633, Minot, ND 58702
1/17/94 2,632 5,000.80 1.90
Shareholder of Record: Terry L. Ferebee
512 7th Ave. SE, Minot, ND 58701
1/17/94 40,000 76,000.00 1.90
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701
1/19/94 3,000 5,700.00 1.90
Shareholder of Record: West Brand & Co. FBO Tom Hanson IRA
P.O. Box 1090, Minot, ND 58702
1/19/94 2,800 5,320.00 1.90
Shareholder of Record: West Brand & Co. FBO Martha J. Pullen IRA
P.O. Box 1090, Minot, ND 58702
1/19/94 10,000 19,000.00 1.90
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701
1/20/94 3,684 6,999.60 1.90
Shareholder of Record: Charles G. Hanneman
410 2nd St. SE, Rugby, ND 58368
1/20/94 4,210 7,999.00 1.90
Shareholder of Record: Diane M. Kinzell
109 South Main St., Minot, ND 58701
1/24/94 1,682 3,195.80 1.90
Shareholder of Record: West Brand & Co. FBO Janet Pratt IRA
P.O. Box 1090, Minot, ND 58702
1/28/94 3,000 5,700.00 1.90
Shareholder of Record: Vernon O. Berg
P.O. Box 5, Donnybrook, ND 58734
1/28/94 2,750 5,225.00 1.90
Shareholder of Record: Adam Engelhardt
Box 37, Esmond, ND 58332
1/28/94 3,000 5,700.00 1.90
Shareholder of Record: Frieda McElwain and Arliss Nelson and
Janice Torno JTWROS
405 Carvell Street, Max, ND 58759
1/28/94 3,000 5,700.00 1.90
Shareholder of Record: Gordon McElwain and James McElwain JTWROS
405 Carvell Street, Max, ND 58759
1/28/94 20,000 38,000.00 1.90
Shareholder of Record: David Minehan
14919 SE 66th St., Bellevue, WA 98006
1/28/94 527 1,001.30 1.90
Shareholder of Record: Lila Reich
Rt. 4, Minot, ND 58701
1/28/94 5,000 9,500.00 1.90
Shareholder of Record: Larry Voltz and Diane K. Voltz JTWROS
Box 84, Hazen, ND 58545
2/1/94 4,000 7,600.00 1.90
Shareholder of Record: Viola B. Doerr
617 8th Avenue NE, Minot, ND 58701
2/3/94 1,316 2,500.40 1.90
Shareholder of Record: Robert M. Johnson
2417 Brookside Drive, Minot, ND 58701
2/3/94 300 570.00 1.90
Shareholder of Record: Michael N. Rose custodian for Matthew N. Rose
P.O. Box 477, Towner, ND 58788
2/3/94 1,000 1,900.00 1.90
Shareholder of Record: Van A. Burnette
P.O. Box 8203, Asheville, NC 28814
2/4/94 5,500 10,450.00 1.90
Shareholder of Record: Merle R. Lee
Box 271, Max, ND 58759
2/7/94 2,632 5,000.00 1.90
Shareholder of Record: Brewster Family Trust Lavinia Brewster,
TTEE U/A DTD 7-10-91
P.O. Box 357, Bowbells, ND 58721-0357
2/7/94 1,000 1,900.00 1.90
Shareholder of Record: Karol Jean Wolla
RR 3 Box 47, Tioga, ND 58852
2/10/94 1,945 3,695.50 1.90
Shareholder of Record: West Brand & Co. FBO Mildred Backes IRA
P.O. Box 1090, Minot, ND 58702
2/10/94 1,510 2,869.00 1.90
Shareholder of Record: West Brand & Co. FBO Orlin Backes IRA
P.O. Box 1090, Minot, ND 58702
2/14/94 52,632 100,000.80 1.90
Shareholder of Record: Melba Ann Ward
P.O. Box 1553, Minot, ND 58702
2/15/94 3,000 5,700.00 1.90
Shareholder of Record: Merle T. Zander and Eileen C. Zander JTWROS
1824 10th Street SW, Minot, ND 58701
2/16/94 2,632 5,000.80 1.90
Shareholder of Record: Shirley Odegaard
1509 9th Ave. NE, Jamestown, ND 58401
2/22/94 39,474 75,000.00 1.90
Shareholder of Record: Ann C. Bonebrake Trust
515 7th Ave. SE, Minot, ND 58701
2/23/94 10,000 19,000.00 1.90
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701
3/4/94 2,632 5,000.80 1.90
Shareholder of Record: Wayne Westphal and Beverly Westphal JTWROS
1220 6th Street, Devils Lake, ND 58301
3/4/94 2,632 5,000.80 1.90
Shareholder of Record: Lyle Zimbelman
1415 19th Ave. SW, Minot, ND 58701
3/9/94 1,052 1,998.80 1.90
Shareholder of Record: Paul Burnette
34008 Web Foot Loop, Fremont, CA 94555
3/9/94 2,105 4,000.00 1.90
Shareholder of Record: Roger E. Guttormson and Beverlee Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701
3/9/94 527 1,001.30 1.90
Shareholder of Record: Robert M. Johnson and Rhonda Johnson JTWROS
2417 Brookside Drive, Minot, ND 58701
3/9/94 12,000 22,800.00 1.90
Shareholder of Record: John P. Schaan and Theresa K. Schaan JTWROS
1100 2nd Avenue SW, Rugby, ND 58368
3/9/94 18,421 35,000.00 1.90
Shareholder of Record: Lydia D. Capener
2204 Skyline Dr., Minot, ND 58701
3/11/94 1,053 2,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Jane Locken IRA
P.O. Box 1090, Minot, ND 58702
3/11/94 1,053 2,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Shane Locken IRA
P.O. Box 1090, Minot, ND 58702
3/11/94 2,632 5,000.80 1.90
Shareholder of Record: Joseph A. Moe and Ruth B. Moe JTWROS
230 10th Avenue SE, Minot, ND 58701
3/11/94 6,585 12,511.50 1.90
Shareholder of Record: West Brand & Co. FBO Harvey Popinga, PSP
P.O. Box 1090, Minot, ND 58702
3/11/94 4,400 8,360.00 1.90
Shareholder of Record: West Brand & Co. FBO Robert P. Wells IRA
P.O. Box 1090, Minot, ND 58702
3/21/94 527 1,001.30 1.90
Shareholder of Record: Bruce Hoelscher
RR 1 Box 139, Foxholm, ND 58738
3/21/94 5,264 10,001.60 1.90
Shareholder of Record: David W. Houim
Rt. 1 Box 148, Rugby, ND 58368
3/21/94 5,000 9,500.00 1.90
Shareholder of Record: Roger E. Johnson
511 4th Street SE, Rugby, ND 58368
3/22/94 20,000 38,000.00 1.90
Shareholder of Record: Louis Wohletz and Anna May Wohletz JTWROS
1221 11th Ave., Langdon, ND 58249
3/24/94 3,000 5,700.00 1.90
Shareholder of Record: Larry Voltz and Diane K. Voltz JTWROS
Box 84, Hazen, ND 58545
3/25/94 1,055 2,004.50 1.90
Shareholder of Record: Paul F. Nitsch and Karen L. Nitsch JTWROS
1722 3rd Street SE, Minot, ND 58701
3/25/94 1,000 1,900.00 1.90
Shareholder of Record: Norris O. Olson
3620 Belmont Rd, Grand Forks, ND 58201
3/25/94 2,632 5,000.80 1.90
Shareholder of Record: Rod E. Schwandt and Linda K. Schwandt JTWROS
P.O. Box 71, Burlington, ND 58722
3/28/94 3,219 6,116.10 1.90
Shareholder of Record: West Brand & Co. FBO Paul A. Knutson IRA
P.O. Box 1090, Minot, ND 58702
3/30/94 7,895 15,000.50 1.90
Shareholder of Record: West Brand & Co. FBO Linda Bartsch IRA
P.O. Box 1090, Minot, ND 58702
3/30/94 7,268 13,809.20 1.90
Shareholder of Record: West Brand & Co. FBO James W. Sollin IRA
P.O. Box 1090, Minot, ND 58702
3/30/94 1,000 1,900.00 1.90
Shareholder of Record: Robert A. Williams
Box 369, New England, ND 58647
3/30/94 3,158 6,000.00 1.90
Shareholder of Record: Hal E. Ross custodian for Angela J. Ross
P.O. Box 147, Bowbells, ND 58721
3/30/94 3,158 6,000.00 1.90
Shareholder of Record: Hal E. Ross custodian for Tyler R. Ross
P.O. Box 147, Bowbells, ND 58721
3/31/94 527 1,001.30 1.90
Shareholder of Record: Midwest Investment Club c/o Paul Sandeen
Box 384, Mohall, ND 58761
3/31/94 131 248.90 1.90
Shareholder of Record: West Brand & Co. FBO Valda J. Tallman IRA
P.O. Box 1090, Minot, ND 58702
4/7/94 2,631 4,998.90 1.90
Shareholder of Record: West Brand & Co. FBO Linda Bartsch IRA
P.O. Box 1090, Minot, ND 58702
4/7/94 6,672 12,676.80 1.90
Shareholder of Record: West Brand & Co. FBO Charles G. Hanneman IRA
P.O. Box 1090, Minot, ND 58702
4/7/94 11,050 20,995.00 1.90
Shareholder of Record: Joe Haugen
Box 97, Parshall, ND 58770
4/7/94 2,105 3,999.50 1.90
Shareholder of Record: Cynthia Laumb
RR 1 Box 91, Berthold, ND 58718
4/7/94 1,160 2,204.00 1.90
Shareholder of Record: West Brand & Co. FBO Richard A, Moe IRA
P.O. Box 1090, Minot, ND 58702
4/7/94 1,160 2,204.00 1.90
Shareholder of Record: West Brand & Co. FBO Sandra L. Moe IRA
P.O. Box 1090, Minot, ND 58702
4/7/94 3,150 5,985.00 1.90
Shareholder of Record: West Brand & Co. FBO Helen A. Mork IRA
P.O. Box 1090, Minot, ND 58702
4/8/94 4,000 7,600.00 1.90
Shareholder of Record: Ronald J. Johnson
P.O. Box 66, Lansford, ND 58750
4/13/94 2,000 3,800.00 1.90
Shareholder of Record: David R. Dunsmoor and Susan J. Dunsmoor JTWROS
11 University Avenue South, Minot, ND 58701
4/13/94 500 950.00 1.90
Shareholder of Record: Steve Foster
P.O. Box 53, Towner, ND 58788
4/13/94 5,263 10,000.00 1.90
Shareholder of Record: Bruce A. Hager and Lori Hager JTWROS
2517 11th Avenue NW, Minot, ND 58701
4/13/94 500 950.00 1.90
Shareholder of Record: Steve A. Joyal and Nancy L. Joyal JTWROS
1609 Parkside Dr., Minot, ND 58701
4/13/94 50,000 95,000.00 1.90
Shareholder of Record: American Investors FBO Radiology
Consultants MPRP Dr. Kenneth Keller
20 1st SW, Minot, ND 58701
4/13/94 2,105 3,999.50 1.90
Shareholder of Record: West Brand & Co. FBO Sheldon Oster IRA
P.O. Box 1090, Minot, ND 58702
4/13/94 2,632 5,000.80 1.90
Shareholder of Record: Ardith Radke and Percy Radke JTWROS
1701 12th Street SW, Minot, ND 58701
4/13/94 1,053 2,000.00 1.90
Shareholder of Record: Hank J. Ripplinger and Roberta Ripplinger JTWROS
821 1st Street SE, Minot, ND 58701
4/14/94 5,684 10,799.60 1.90
Shareholder of Record: West Brand & Co. FBO Paul Bauer IRA SEP
P.O. Box 1090, Minot, ND 58702
4/14/94 5,264 10,001.60 1.90
Shareholder of Record: Myrtle Burton
RR 4 Box 130, Rugby, ND 58368
4/14/94 592 1,125.00 1.90
Shareholder of Record: West Brand & Co. FBO Engen Eckmann IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 592 1,125.00 1.90
Shareholder of Record: West Brand & Co. FBO Nancy Eckmann IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 1,052 1,998.80 1.90
Shareholder of Record: West Brand & Co. FBO Warren B. Grove IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 200 380.00 1.90
Shareholder of Record: I.B.E. Investment Club
1509 18th Ave. SW, Minot, ND 58701
4/14/94 554 1,053.00 1.90
Shareholder of Record: West Brand & Co. FBO Myron L. Irwin IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 5,985 11,371.50 1.90
Shareholder of Record: West Brand & Co. FBO Daryle E. Johnson IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 888 1,687.20 1.90
Shareholder of Record: West Brand & Co. FBO John Pitner IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 689 1,309.10 1.90
Shareholder of Record: West Brand & Co. FBO Agnes M. Volk IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 690 1,311.00 1.90
Shareholder of Record: West Brand & Co. FBO David J. Volk IRA
P.O. Box 1090, Minot, ND 58702
4/14/94 552 1,048.80 1.90
Shareholder of Record: West Brand & Co. FBO Duraclean-David Volk IRA-SEP
P.O. Box 1090, Minot, ND 58702
4/17/94 15,790 30,001.00 1.90
Shareholder of Record: West Brand & Co. FBO Robert Bartsch IRA
P.O. Box 1090, Minot, ND 58702
4/18/94 3,420 6,498.00 1.90
Shareholder of Record: Joseph A. Moe and Ruth B. Moe JTWROS
230 10th Avenue SE, Minot, ND 58701
4/20/94 10,530 20,007.00 1.90
Shareholder of Record: Dennis Steinberger and Karen Steinberger JTWROS
RR 1 Box 62, Burlington, ND 58722
4/21/94 2,632 5,000.80 1.90
Shareholder of Record: Annette R. Biwer
1500 18th St. SW, #11, Minot, ND 58701
4/21/94 1,000 1,900.00 1.90
Shareholder of Record: Warren F. Boehler and Nicolette P. Boehler JTWROS
Box 356, Mohall, ND 58761
4/21/94 3,700 7,030.00 1.90
Shareholder of Record: Vera A. Hoffman
3123 7th St. SW, Minot, ND 58701
4/21/94 1,053 2,000.70 1.90
Shareholder of Record: Thomas Laumb custodian for Heidi Laumb
RR 1 Box 91, Berthold, ND 58718
4/21/94 1,053 2,000.70 1.90
Shareholder of Record: Thomas Laumb custodian for Megan Laumb
RR 1 Box 91, Berthold, ND 58701
4/22/94 5,000 9,500.00 1.90
Shareholder of Record: American Investors FBO Kim Cady IRA
P.O. Box 1548, Minot, ND 58702
4/22/94 2,488 4,727.00 1.90
Shareholder of Record: West Brand & Co. FBO Don Cartier IRA
P.O. Box 1090, Minot, ND 58702
4/22/94 16,000 30,400.00 1.90
Shareholder of Record: Marlene Stevick
606 19th Ave. SE #6, Minot, ND 58701
4/22/94 1,052 1,998.80 1.90
Shareholder of Record: West Brand & Co. FBO Sherry Y. Hummel IRA
P.O. Box 1090, Minot, ND 58702
4/23/94 1,500 2,850.00 1.90
Shareholder of Record: Robert J. Anderson and Catherine A. Anderson JTWROS
1937 7th St. NW, Minot, ND 58701
4/26/94 2,500 4,750.00 1.90
Shareholder of Record: Richard D. Anderson and Susan R. Anderson JTWROS
RR 2 Box 146, Willow City, ND 58384
4/26/94 789 1,499.10 1.90
Shareholder of Record: West Brand & Co. FBO Donavon J. Hummel IRA
P.O. Box 1090, Minot, ND 58702
4/26/94 2,000 3,800.00 1.90
Shareholder of Record: Jerry A. Leiss
1127 1st St. NW, Minot, ND 58701
4/26/94 5,264 10,001.60 1.90
Shareholder of Record: John J. McFadden
625 Manhatten Place #314, Boulder, CO 80303
4/26/94 5,263 9,999.70 1.90
Shareholder of Record: Wesley F. Majestic and Lois A. Majestic and
John E. Majestic JTWROS
116 28th Street SW, Minot, ND 58701
4/26/94 30,000 57,000.00 1.90
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701
4/26/94 9,474 18,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology Kiernan Minehan
P.O. Box 1090, Minot, ND 58702
4/26/94 2,650 5,035.00 1.90
Shareholder of Record: Cordell B. Cleveland and Jacqueline S. Cleveland JTWROS
4/26/94 1,000 1,900.00 1.90
Shareholder of Record: William Lange and Raynel Lange JTWROS
P.O. Box 1804, Minot, ND 58702
4/26/94 2,632 5,000.00 1.90
Shareholder of Record: Alice Reile
105 22nd St. NW Minot, ND 58701
4/26/94 2,500 4,750.00 1.90
Shareholder of Record: Curtis D. Zimbelman and Linda Zimbleman JTWROS
1308 17 1/2 Ave. SW, Minot, ND 58701
4/26/94 737 1,400.30 1.90
Shareholder of Record: West Brand & Co. FBO C.D. Zimbelman IRA
P.O. Box 1090, Minot, ND 58702
4/26/94 1,316 2,500.00 1.90
Shareholder of Record: West Brand & Co. FBO Linda Zimbelman IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 10,530 20,007.00 1.90
Shareholder of Record: David R. Almy and Elaine M. Almy JTWROS
Rt 5 Box 382, Minot, ND 58701
4/29/94 790 1,501.00 1.90
Shareholder of Record: Terry Bostow and Maureen Bostow JTWROS
1825 8th Street SW, Minot, ND 58701
4/29/94 1,315 2,498.50 1.90
Shareholder of Record: David R. Dunsmoor and Susan J. Dunsmoor JTWROS
11 University Avenue South, Minot, ND 58701
4/29/94 6,579 12,500.00 1.90
Shareholder of Record: LeRoy D. Eberle and Connie M. Eberle JTWROS
122 26th Street SW, Minot, ND 58701
4/29/94 1,579 3,000.00 1.90
Shareholder of Record: Connie Eberle and LeRoy Eberle JTWROS
122 26th Street SW, Minot, ND 58701
4/29/94 500 950.00 1.90
Shareholder of Record: Wally Eckmann custodian for Aaron O. Eckmann
5 Souris Ct., Minot, ND 58701
4/29/94 500 950.00 1.90
Shareholder of Record: Wally Eckmann custodian for Adam B. Eckmann
5 Souris Ct., Minot, ND 58701
4/29/94 500 950.00 1.90
Shareholder of Record: Wally Eckmann custodian for Lindsey K. Eckmann
5 Souris Ct., Minot, ND 58701
4/29/94 5,264 10,001.60 1.90
Shareholder of Record: James Frueh
1104 Unique Dr., Rugby, ND 58368
4/29/94 10,530 20,007.00 1.90
Shareholder of Record: Hazel Gransberg and Glen Gransberg JTWROS
749 30th Street South, Apt.#126, Grand Forks, ND 58201
4/29/94 4,211 8,000.90 1.90
Shareholder of Record: Lila M. Guttormson
620 21st St. NW, Minot, ND 58701
4/29/94 15,257 28,988.30 1.90
Shareholder of Record: West Brand & Co. FBO Ardyce Haugen IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 17,718 33,664.20 1.90
Shareholder of Record: West Brand & Co. FBO Joe Haugen IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Ronald Grey and Judith Grey JTWROS
113 28th St. SW, Minot, ND 58701
4/29/94 2,500 4,750.00 1.90
Shareholder of Record: Frieda McElwain and Arliss Nelson and
Janice Torno JTWROS
405 Carvell Street, Max, ND 58759
4/29/94 2,500 4,750.00 1.90
Shareholder of Record: Gordon McElwain and James McElwain JTWROS
405 Carvell Street, Max, ND 58759
4/29/94 1,300 2,470.00 1.90
Shareholder of Record: Richard Moe custodian for Cameron Moe
P.O. Box 1090, Minot, ND 58702
4/29/94 2,500 4,750.00 1.90
Shareholder of Record: Richard Moe custodian for Shane A. Moe
P.O. Box 1090, Minot, ND 58702
4/29/94 2,500 4,750.00 1.90
Shareholder of Record: Richard Moe custodian for Travis Lee Moe
P.O. Box 1090, Minot, ND 58702
4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Larry O. Anderson and Virginia M. Anderson
Box 125, Towner, ND 58788
4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Robert J. Anderson and Catherine A. Anderson JTWROS
1937 7th St. NW, Minot, ND 58701
4/29/94 5,527 10,501.30 1.90
Shareholder of Record: Regan Benning custodian for Jordan Benning
P.O. Box 51, Antler, ND 58711
4/29/94 5,527 10,501.30 1.90
Shareholder of Record: Regan Benning custodian for Kayla Benning
P.O. Box 51, Antler, ND 58711
4/29/94 5,264 10,001.60 1.90
Shareholder of Record: Georgia Bonderenko
1426 South Main, Minot, ND 58701
4/29/94 2,632 5,000.80 1.90
Shareholder of Record: Stuart R. Bothwell
P.O. Box 705, Minot, ND 58702
4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Kenneth Burgard
P.O. Box 1A, Orrin, ND 58359
4/29/94 4,403 8,365.70 1.90
Shareholder of Record: West Brand & C. FBO Chiropractic Health
Care MPP Gordon Dean
P.O. Box 1090, Minot, ND 58702
4/29/94 2,330 4,427.00 1.90
Shareholder of Record: West Brand & Co. FBO Chiropractic Health
Care PSP Gordon Dean
P.O. Box 1090, Minot, ND 58702
4/29/94 3,000 5,700.00 1.90
Shareholder of Record: Lynn J. Culver
129 Country Club Drive, Bismarck, ND 58501
4/29/94 8,771 16,664.90 1.90
Shareholder of Record: West Brand & Co. fbo Domres Car Wash dba
Toad's Ride N' Shine PSP
P.O. Box 1090, Minot, ND 58702
4/29/94 1,053 2,000.70 1.90
Shareholder of Record: Lillian Domres
P.O. Box 268, Towner, ND 58788
4/29/94 25,000 47,500.00 1.90
Shareholder of Record: Roger W. Domres
1433 15th St. SW, Minot, ND 58701
4/29/94 5,075 9,642.50 1.90
Shareholder of Record: West Brand & Co. FBO Keith Duchscher IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 3,029 5,755.10 1.90
Shareholder of Record: West Brand & Co. FBO Tom Evanrud IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 1,940 3,686.00 1.90
Shareholder of Record: West Brand & Co. FBO Karen Ann Evans IRA-SEP
P.O. Box 1090, Minot, ND 58702
4/29/94 1,053 2,000.00 1.90
Shareholder of Record: Aaron M. Faken
RR 1 Box 122, Granville, ND 58741
4/29/94 1,053 2,000.00 1.90
Shareholder of Record: Chad D. Faken
RR 1 Box 122, Granville, ND 58741
4/29/94 2,105 4,000.00 1.90
Shareholder of Record: Nicholas Faken and Mary Faken JTWROS
RR 1 Box 122, Granville, ND 58741
4/29/94 10,000 19,000.00 1.90
Shareholder of Record: Norwest Bank Agent for Trustee for Farstad Oil, Inc.
PST/Dennis Krueger
P.O. Box 1488, Minot, ND 58702
4/29/94 500 950.00 1.90
Shareholder of Record: Steve Foster
P.O. Box 53, Towner, ND 58788
4/29/94 1,325 2,517.50 1.90
Shareholder of Record: James Frueh custodian for Jacquelyn Fueh
1104 Unique Drive, Rugby, ND 58368
4/29/94 632 1,200.80 1.90
Shareholder of Record: Nolyn N. Fueller
605 East 3rd St., Rugby, ND 58368
4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Carol J. Geiszler
1617 Rider Road, Grand Forks, ND 58201-5246
4/29/94 15,640 29,716.00 1.90
Shareholder of Record: West Brand & Co. FBO Warren B. Grove IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 5,300 10,070.00 1.90
Shareholder of Record: Mark Guttormson and Penny Guttormson JTWROS
2119 Academy Road, Minot, ND 58701
4/29/94 2,106 4,001.40 1.90
Shareholder of Record: Roger E. Guttormson and Beverlee Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701
4/29/94 3,685 7,001.50 1.90
Shareholder of Record: David Houim and Nancy Houim JTWROS
RR 1 Box 148, Rugby, ND 58368
4/29/94 526 1,000.00 1.90
Shareholder of Record: Nancy Houim
Rt. 1 Box 148, Rugby, ND 58368
4/29/94 842 1,600.00 1.90
Shareholder of Record: Robert Houim and Monica Houim JTWROS
401 5th Street SE, Rugby, ND 58368
4/29/94 3,000 5,700.00 1.90
Shareholder of Record: West Brand & Co. FBO Sharon M. Johnson IRA-SEP
P.O. Box 1090, Minot, ND 58702
4/29/94 500 950.00 1.90
Shareholder of Record: Charles J. Keller and Rebecca J. Keller JTWROS
Box 24, Towner, ND 58788
4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Steven C. Kourajian
901 Lincoln Ave., Harvey, ND 58341
4/29/94 15,000 28,500.00 1.90
Shareholder of Record: Harris Kukla and Eileen Kukla JTWROS
P.O. Box 923, Garrison, ND 58540
4/29/94 2,000 3,800.00 1.90
Shareholder of Record: West Brand & Co. FBO Alan Kurth IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 3,000 5,700.00 1.90
Shareholder of Record: West Brand & Co. FBO Peter Loyd IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 665 1,263.50 1.90
Shareholder of Record: West Brand & Co. FBO Scott L. Lucas IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 18,422 35,001.80 1.90
Shareholder of Record: Ralph R. Miller
1203 Panther St., Rugby, ND 58368
4/29/94 65,789 124,998.90 1.90
Shareholder of Record: West Brand & Co. FBO MFD Relief Association Trust
P.O. Box 1090, Minot, ND 58702
4/29/94 6,316 12,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology MPP Kiernan Minehan
P.O. Box 1090, Minot, ND 58702
4/29/94 527 1,001.30 1.90
Shareholder of Record: Michael N. Moe and Holli R. Moe JTWROS
1325 27th South & SE Lot 422, Minot, ND 58701
4/29/94 1,492 2,834.80 1.90
Shareholder of Record: West Brand & Co. FBO Richard A. Moe IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 1,459 2,772.10 1.90
Shareholder of Record: West Brand & Co. FBO Sandra L. Moe IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 527 1,001.30 1.90
Shareholder of Record: Dale McGowan and Lori Anne McGowan JTWROS
207 12th Avenue SE, Minot, ND 58701
4/29/94 1,339 2,544.10 1.90
Shareholder of Record: West Brand & Co. FBO Paul W. Niemi, DDS MPP
P.O. Box 1090, Minot, ND 58702
4/29/94 2,371 4,504.90 1.90
Shareholder of Record: West Brand & Co. FBO Paul Niemi, DDS, P.C. PSP
P.O. Box 1090, Minot, ND 58702
4/29/94 1,052 1,998.80 1.90
Shareholder of Record: West Brand & Co. FBO Glen A. Pfau IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 1,052 1,998.80 1.90
Shareholder of Record: West Brand & Co. FBO Joline Pfua IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 10,527 20,001.30 1.90
Shareholder of Record: Hal E. Ross and Denise J. Ross JTWROS
P.O. Box 147, Bowbells, ND 58721
4/29/94 1,053 2,000.00 1.90
Shareholder of Record: Patrick Schmidt and Karen Schmidt JTWROS
12 Railway St. P.O. Box 51, Burlington, ND 58722
4/29/94 2,889 5,489.10 1.90
Shareholder of Record: West Brand & Co. FBO Tom Slorby IRA
P.O. Box 1090, Minot, ND 58702
4/29/94 3,158 6,000.20 1.90
Shareholder of Record: Ron Stafford and Kerry Stafford JTWROS
1212 7th Avenue NW, Minot, ND 58701
4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Bradley P. Wells
2521 10th Ave. NW, Minot, ND 58701
4/29/94 800 1,520.00 1.90
Shareholder of Record: Bradley P. Wells custodian for Cullen Wells
2521 10th Ave. NW, Minot, ND 58701
4/29/94 950 1,805.00 1.90
Shareholder of Record: Bradley P. Wells custodian for Tanner Wells
2521 10th Ave. NW, Minot, ND 58701
4/29/94 2,000 3,800.00 1.90
Shareholder of Record: Terry Wentz
1101 Unique Drive, Rugby, ND 58368
4/29/94 2,000 3,800.00 1.90
Shareholder of Record: Terry Wentz custodian for Jeremy J. Wentz
1101 Unique Drive, Rugby, ND 58368
4/29/94 2,000 3,800.00 1.90
Shareholder of Record: Terry Wentz custodian for Justin Wentz
1101 Unique Drive, ND 58368
4/29/94 2,500 4,750.00 1.90
Shareholder of Record: American Investors FBO Anderson, Wade,
Whitty, P.C. PSP Wayne Whitty
P.O. Box 1548, Minot, ND 58702
4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Joseph J. Williams and Connie D. Williams JTWROS
Box 27, Towner, ND 58788
4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Marshall Huwe custodian for Alyssa Huwe
620 10th Avenue SE, Minot, ND 58701
4/29/94 2,500 4,750.00 1.90
Shareholder of Record: West Brand & Co FBO Diane M. Heilman Dodd IRA-SEP
P.O. Box 1090, Minot, ND 58702
4/29/94 4,527 8,601.30 1.90
Shareholder of Record: Sheldon Larson
2425 9th St. SW, Minot, ND 58701
4/29/94 4,279 8,130.00 1.90
Shareholder of Record: Alton Johnson and Arleen Johnson JTWROS
RR1 Box 60D, Burlington, ND 58722
4/29/94 3,000 5,700.00 1.90
Shareholder of Record: Craig Wollenburg
318 4th Street SE, Rugby, ND 58368
4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Midwest Parts & Contracting
4505 Burdick Expressway East, P.O. Box 88, Minot, ND 58701
4/29/94 26,316 50,000.40 1.90
Shareholder of Record: Ross Family Trust Hal Ross, TTEE U/D/T 11-18-91
P.O. Box 147, Bowbells, ND 58721
4/29/94 5,264 10,001.60 1.90
Shareholder of Record: Ros Family Trust Hal Ross, TTEE U/D/T 11-18-91
P.O. Box 147, Bowbells, ND 58721
4/29/94 527 1,001.30 1.90
Shareholder of Record: Gregory V. Dodge
510 1st St. NW, Minot, ND 58701
4/29/94 500 950.00 1.90
Shareholder of Record: Wally Eckmann custodian for Ethan E. Eckmann
5 Souris Ct., Minot, ND 58701
4/30/94 158 300.00 1.90
Shareholder of Record: Arleen Johnson
RR 1 Box 60D, Burlington, ND 58722
5/2/94 498 946.20 1.90
Shareholder of Record: West Brand & Co. FBO Myron L. Irwin IRA
P.O. Box 1090, Minot, ND 58702
5/11/94 2,960 5,624.00 1.90
Shareholder of Record: West Brand & Co. FBO Harvey Popinga, PSP
P.O. Box 1090, Minot, ND 58702
5/31/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
5/31/94 122 231.80 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
5/31/94 100 190.00 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
5/31/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
5/31/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
6/9/94 2,524 4,795.60 1.90
Shareholder of Record: West Brand & Co. FBO Allen O. Larson IRA
P.O. Box 1090, Minot, ND 58702
6/9/94 1,100 2,089.91 1.90
Shareholder of Record: West Brand & Co. FBO Sheldon Larson IRA
P.O. Box 1090, Minot, ND 58702
6/14/94 2,159 4,102.10 1.90
Shareholder of Record: West Brand & Co. FBO Shirley D. Larson IRA
P.O. Box 1090, Minot, ND 58702
6/30/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
6/30/94 91 172.90 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
6/30/94 175 332.50 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
6/30/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
6/30/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. Fbo Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
7/20/94 1,787 3,395.74 1.90
Shareholder of Record: Allen O. Larson
1412 11th St. SW, Minot, ND 58701
7/31/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
7/31/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
7/31/94 156 296.40 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
7/31/94 128 243.20 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
7/31/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
8/9/94 147 279.23 1.90
Shareholder of Record: Dorothy Henke
RR 1 Box 37B, Sawyer, ND 58781
8/31/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
8/31/94 125 237.50 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
8/31/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
8/31/94 156 296.40 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401k
P.O. Box 1090, Minot, ND 58702
8/31/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
9/30/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
9/30/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
9/30/94 129 245.10 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
9/30/94 82 155.80 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401k
P.O. Box 1090, Minot, ND 58702
10/6/94 23,112 43,913.50 1.90
Shareholder of Record: West Brand & Co. fbo John Stuck IRA
P.O. Box 1090, Minot, ND 58702
10/7/94 3,158 6,000.00 1.90
Shareholder of Record: Kristi L. Johnson and Mark A. Johnson JTWROS
1231 15th St. SW. Minot, ND 58701
10/10/94 15,789 30,000.00 1.90
Shareholder of Record: Garrett J. Stuck and Pamela Coravos JTWROS
1231 15th Street SW, Minot, ND 58701
10/13/94 1,053 2,000.58 1.90
Shareholder of Record: West Brand & Co. fbo John Stuck IRA
P.O. Box 1090, Minot, ND 58702
10/18/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
10/20/94 395 750.50 1.90
Shareholder of Record: Jacqueline L. Case TOD Jim Picken, Charles Picken
1311 33rd Ave. SW, Minot, ND 58701
10/25/94 148 282.30 1.90
Shareholder of Record: Dorothy Henke
RR 1 Box 37B, Sawyer, ND 58781
10/28/94 7,737 14,700.00 1.90
Shareholder of Record: Violet Olson
P.O. Box 426, ray, ND 58849
10/31/94 10,000 19,000.00 1.90
Shareholder of Record: Richard Schwan and Judy Schwan JTWROS
2004 23rd Street SW, Minot, ND 58701
10/31/94 175 332.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
10/31/94 156 296.40 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
10/31/94 335 636.50 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
10/31/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
10/31/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
10/31/94 2,633 5,002.70 1.90
Shareholder of Record: West Brand & Co. FBO Jeffrey Case IRA SEP
P.O. Box 1090, Minot, ND 58702
10/31/94 1,000 1,900.00 1.90
Shareholder of Record: Shannon D. Radke and Dorijean Radke JTWROS
422 4th Ave. NW, Minot, ND 58701
5/24/94 12,183 24,000.00 1.97
Shareholder of Record: West Brand & Co. FBO Kevin M. Dunnigan IRA
P.O. Box 1090, Minot, ND 58702
5/26/94 2,381 5,000.00 2.10
Shareholder of Record: Dennis M. Meier
1016 10th Ave. NW Apt #5A, Minot, ND 58701
6/2/94 2,500 5,250.00 2.10
Shareholder of Record: Clarence Fred and Delores Fred JTWROS
Route 6 Box 63, Minot, ND 58701
6/2/94 10,000 21,000.00 2.10
Shareholder of Record: Roger Glick
RR 4 Box 139, Minot, ND 58701
6/3/94 200 420.00 2.10
Shareholder of Record: Veronica Haman
Rt 1 Box 35, Towner, ND 58788
6/14/94 4,761 9,998.10 2.10
Shareholder of Record: Donald C. Bessette
P.O. Box 400, Minot, ND 58702
6/14/94 1,000 2,100.00 2.10
Shareholder of Record: Del Rothmann
411 W 10th St, Bottineau, ND 58318
6/14/94 1,000 2,100.00 2.10
Shareholder of Record: Delton I. Rothmann
411 West 10th St., Bottineau, ND 58318
6/14/94 5,000 10,500.00 2.10
Shareholder of Record: Mary Rothmann custodian for Thea L. Rothmann
411 West 10th St., Bottineau, ND 58318
6/14/94 5,000 10,500.00 2.10
Shareholder of Record: Scott M. Rothmann
411 West 10th St., Bottineau, ND 58318
6/15/94 4,762 10,000.00 2.10
Shareholder of Record: Diane K. Olthoff and Richard J. Olthoff JTWROS
301 25th Street NW, Minot, ND 58701
6/23/94 2,380 4,998.00 2.10
Shareholder of Record: Lorraine O. Wollenburg
1061 2nd Street East, Dickinson, ND 58601
6/23/94 13,334 28,001.40 2.10
Shareholder of Record: Joseph P. Herrmann
406 9th St. W, Dickinson, ND 58601
6/24/94 2,381 5,000.10 2.10
Shareholder of Record: Patrick B. Landsiedel
1 North Main Apt 340, Minot, ND 58701
6/27/94 5,000 10,500.00 2.10
Shareholder of Record: Blaine Rubbelke and Denise Rubbelke JTWROS
RR 1 Box 32A, Des Lacs, ND 58733
6/29/94 1,000 2,100.00 2.10
Shareholder of Record: Gordon B. Olson
1304 10th St. SW, Minot, ND 58701
7/5/94 16,830 35,343.00 2.10
Shareholder of Record: West Brand & Co. FBO Leah Gutekunst
P.O. Box 1090, Minot, ND 58702
7/5/94 5,000 10,500.00 2.10
Shareholder of Record: Percy and Hazel Kirby JTWROS
RR 2 Box 28, Mohall, ND 58761
7/13/94 5,000 10,500.00 2.10
Shareholder of Record: Del Rothmann
411 W 10th St, Bottineau, ND 58318
7/13/94 2,381 5,000.10 2.10
Shareholder of Record: Veronica Filipek
1000 NW 23rd, Minot, ND 58701
7/14/94 2,381 5,000.00 2.10
Shareholder of Record: Patrick Schmidt and Karen Schmidt JTWROS
12 Railway St. P.O. Box 51, Burlington, ND 58722
7/14/94 3,334 7,001.40 2.10
Shareholder of Record: Brock D. Laskowski
1508 10th St. SW, Minot, ND 58701
7/20/94 1,500 3,150.00 2.10
Shareholder of Record: Clara L. Morey Trust DTD 5-7-93
2318 Bel Air Dr, Minot, ND 58701
7/20/94 10,000 21,000.00 2.10
Shareholder of Record: Guy E. & Bernice Huff Trust Guy E. &
Bernice Huff, TTEES DTD 6-28-91
1709 11th Street SW, Minot, ND 58701
7/22/94 2,381 5,000.10 2.10
Shareholder of Record: James Fred
Rt 6 Box 254, Minot, ND 58701
7/25/94 1,000 2,100.00 2.10
Shareholder of Record: William Domres
P.O. Box 268, Towner, ND 58788
7/28/94 2,381 5,000.00 2.10
Shareholder of Record: Brenda J. Morelli
P.O. Box 1517, Minot, ND 58702
8/9/94 11,191 23,500.00 2.10
Shareholder of Record: Donavan Feist and Annette Feist JTWROS
RR 4 Box 100, Minot, ND 58701
8/9/94 4,000 8,400.00 2.10
Shareholder of Record: John P. Schaan and Theresa K. Schaan JTWROS
1100 2nd Avenue SW, Rugby, ND 58368
8/9/94 25,000 52,500.00 2.10
Shareholder of Record: Louis Wohletz and Anna May Wohletz JTWROS
1221 11th Ave., Langdon, ND 58249
8/15/94 1,620 3,402.00 2.10
Shareholder of Record: JoClaire Halvorson as Cust. for Staci
Halvorson ND/UTMA
RR 1 Box 24, Rugby, ND 58368
8/15/94 675 1,417.50 2.10
Shareholder of Record: JoClaire Halvorson as Cust. for Tyler
Halvorson ND/UTMA
RR 1 Box 24, Rugby, ND 58368
8/15/94 675 1,417.50 2.10
Shareholder of Record: JoClaire Halvorson as Cust. for Joshua
Halvorson ND/UTMA
RR 1 Box 24, Rugby, ND 58368
8/15/94 358 751.80 2.10
Shareholder of Record: Kathi L. Meland
HC 2 Box 30, Ross, ND 58776
8/15/94 358 751.80 2.10
Shareholder of Record: Jon M. Wolla
RR 3 Box 47, Tioga, ND 58852
8/22/94 1,250 2,625.00 2.10
Shareholder of Record: Clarence Fred
1 Rolling Hills Dr, Minot, ND 58701
8/22/94 1,904 3,998.40 2.10
Shareholder of Record: West Brand & Co. FBO Jeff Halvorson IRA
P.O. Box 1090, Minot, ND 58792
8/29/94 4,762 10,000.00 2.10
Shareholder of Record: James and Margaret Spain JTWROS
6 30th St. SW, Minot, ND 58701
8/31/94 500 1,050.00 2.10
Shareholder of Record: Kurt Doerr
1307 S. Main, Minot, ND 58701
9/2/94 476 999.60 2.10
Shareholder of Record: Brent C. Frueh Shari A. Frueh JTWROS
2114 N 3rd St., Bismarck, ND 58501
9/14/94 4,762 10,000.20 2.10
Shareholder of Record: Terry Bostow and Maureen Bostow JTWROS
1825 18th Street SW, Minot, ND 58701
9/14/94 2,381 5,000.10 2.10
Shareholder of Record: Deanne L. and Robert M. Horne JTWROS
2 Greenway, Minot, ND 58701
9/16/94 2,381 5,000.10 2.10
Shareholder of Record: Roger E. Guttormson and Beverlee
Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701
9/16/94 7,896 16,581.60 2.10
Shareholder of Record: West Brand & Co.
P.O. Box 1090, Minot, ND 58792
9/27/94 10,425 21,892.50 2.10
Shareholder of Record: Ernest and Agnes Kvamme Trust
203 4th St. West, Velva, ND 58790
9/28/94 1,905 4,000.50 2.10
Shareholder of Record: Chad D. Faken
RR 1 Box 122, Granville, ND 58741
9/28/94 950 1,995.00 2.10
Shareholder of Record: West Brand & Co. FBO Kern J. Minehan IRA
P.O. Box 1090, Minot, ND 58792
9/28/94 1,190 2,499.00 2.10
Shareholder of Record: Scott S. Smith and Anneliese Smith
1209 6th St. NE, Minot, ND 58701
9/29/94 3,810 8,001.00 2.10
Shareholder of Record: Vern L. Kongslie
P.O. Box 234, Towner, ND 58788
9/30/94 1,250 2,625.00 2.10
Shareholder of Record: Adam Engelhardt
Box 37, Esmond, ND 58332
9/30/94 11,905 25,000.50 2.10
Shareholder of Record: Hazel Gransberg TOD (see file)
749 South 30th St. #126, Grand Forks, ND 58201
9/30/94 1,000 2,100.00 2.10
Shareholder of Record: West Brand & Co. FBO Pathology Services,
P.C. PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58792
9/30/94 2,142 4,498.20 2.10
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology PSP Kiernan Minehan
P.O. Box 1090, Minot, ND 58792
9/30/94 1,068 2,242.80 2.10
Shareholder of Record: West Brand & Co. fbo Cynthia L. Domres IRA
P.O. Box 1090, Minot, ND 58792
9/30/94 1,068 2,242.80 2.10
Shareholder of Record: West Brand & Co. fbo Terry A. Domres IRA
P.O. Box 1090, Minot, ND 58792
9/30/94 2,114 4,439.40 2.10
Shareholder of Record: West Brand & Co. fbo Delores Fred IRA
P.O. Box 1090, Minot, ND 58792
9/30/94 5,000 10,500.00 2.10
Shareholder of Record: Ostrem Family Trust Harold W. & Marlys D.
Osterm TTEES, U/A DTD 7/14/92
RR 1 Box 137, Rugby, ND 58368
9/30/94 4,762 10,000.20 2.10
Shareholder of Record: Theresa Wald
815 Duke Drive, No. 432, Grand Forks, ND 58201
9/30/94 240 504.00 2.10
Shareholder of Record: Steve Windmueller and Kristine Windmueller JTWROS
2015 8th St. NW, Minot, ND 58701
10/3/94 5,000 10,500.00 2.10
Shareholder of Record: Rodney J. Renaud and Brian J. Renaud JTWROS
P.O. Box 2207, Minot, ND 58702
10/4/94 1,190 2,499.00 2.10
Shareholder of Record: Scott S. Smith and Anneliese Smith JTWROS
1209 6th St. NE, Minot, ND 58701
10/5/94 1,000 2,100.00 2.10
Shareholder of Record: Vera A. Hoffman
3123 7th St. SW, Minot, ND 58701
10/8/94 8,236 17,295.60 2.10
Shareholder of Record: West Brand & Co. FBO Paul Bauer IRA SEP
P.O. Box 1090, Minot, ND 58792
10/10/94 5,000 10,500.00 2.10
Shareholder of Record: Guy Tangedahl
2022 Thompson Street, Bismarck, ND 58501
10/11/94 715 1,501.50 2.10
Shareholder of Record: Robert M. Johnson and Rhonda Johnson JTWROS
2417 Brookside Drive, Minot, ND 58701
10/11/94 4,000 8,400.00 2.10
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701
10/11/94 30,000 63,000.00 2.10
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701
10/12/94 2,381 5,000.10 2.10
Shareholder of Record: Mrs. Virginia M. Coughlin
2501 N. Snead, Mesa, AZ 85215
10/12/94 3,000 6,300.00 2.10
Shareholder of Record: Raymond Johnson and Lillian Johnson JTWROS
1515 17 1/2 Ave. SW #106, Minot, ND 58701
10/17/94 3,572 7,501.20 2.10
Shareholder of Record: Wayne Westphal and Beverly Westphal JTWROS
1220 6th Street, Devils Lake, ND 58301
10/18/94 2,000 4,200.00 2.10
Shareholder of Record: Lynn J. Culver
129 Country Club Drive, Bismarck, ND 58501
10/18/94 2,504 5,258.40 2.10
Shareholder of Record: West Brand & Co. fbo Robert W. Mayer IRA
P.O. Box 1090, Minot, ND 58792
10/18/94 1,297 2,723.70 2.10
Shareholder of Record: Midwest Investment Club c/o Paul Sandeen
Box 384, Mohall, ND 58761
10/18/94 10,000 21,000.00 2.10
Shareholder of Record: Joseph A. Moe and Ruth B. Moe JTWROS
230 10th Avenue SE, Minot, ND 58701
10/18/94 5,000 10,500.00 2.10
Shareholder of Record: Donald O. Brewster
Box 357, Bowbells, ND 58721
10/18/94 18,279 38,385.90 2.10
Shareholder of Record: West Brand & Co. fbo Clarence Fred IRA
P.O. Box 1090, Minot, ND 58792
10/18/94 1,000 2,100.00 2.10
Shareholder of Record: Lowell Nelson and Lucinda Nelson JTWROS
1808 2nd Ave. NW, Minot, ND 58701
10/18/94 5,299 11,127.90 2.10
Shareholder of Record: West Brand & Co. FBO Del Rothman IRA
P.O. Box 1090, Minot, ND 58792
10/18/94 4,762 10,000.20 2.10
Shareholder of Record: James Wolla and Karol Jean Wolla JTWROS
RR 3 Box 47, Tioga, ND 58852
10/20/94 5,000 10,500.00 2.10
Shareholder of Record: Brewster Family Trust Lavinia Brewster,
TTEE U/A DTD 7-10-91
P.O. Box 357, Bowbells, ND 58721-0357
10/20/94 4,762 10,000.20 2.10
Shareholder of Record: A. James and Carol Johnson JTWROS
Box 340, Parshall, ND 58770
10/20/94 4,762 10,000.20 2.10
Shareholder of Record: A. James and Carol Johnson JTWROS
Box 340, Parshall, ND 58770
10/20/94 2,381 5,000.10 2.10
Shareholder of Record: Bradley J. and Joan Lambert JTWROS
2309 Academy Road, Minot, ND 58701
10/20/94 9,525 20,002.50 2.10
Shareholder of Record: Christine Laskowski
1508 10th St. SW, Minot, ND 58701
10/20/94 2,000 4,200.00 2.10
Shareholder of Record: Armand C. Haugstad and Leona L. Haugstad JTWROS
1001 21st Ave. NW D5, Minot, ND 58701
10/20/94 2,381 5,000.10 2.10
Shareholder of Record: Darrel Loftesnes and Teresa Loftesnes JTWROS
Box 356, Norwich, ND 58768
10/20/94 1,500 3,150.00 2.10
Shareholder of Record: Doris Nelson Family Trust UDT 12/19/90
Rt. 1 Box 23, Glenburn, ND 58740-9716
10/20/94 575 1,207.50 2.10
Shareholder of Record: Michael N. Rose
P.O. Box 477, Towner, ND 58788
10/20/94 11,905 25,000.50 2.10
Shareholder of Record: Hal E. Ross and Denise J. Ross JTWROS
P.O. Box 147, Bowbells, ND 58721
10/20/94 2,381 5,000.10 2.10
Shareholder of Record: Hal E. Ross and Denise J. Ross JTWROS
P.O. Box 147, Bowbells, ND 58721
10/20/94 23,684 49,736.40 2.10
Shareholder of Record: Ross Family Trust Hal Ross, TTEE U/D/T 11-18-91
P.O. Box 147, Bowbells, ND 58721
10/20/94 27,000 56,700.00 2.10
Shareholder of Record: Larry Voltz and Diane K. Voltz JTWROS
Box 84, Hazen, ND 58545
10/20/94 4,906 10,302.60 2.10
Shareholder of Record: West Brand & Co. FBO Karol Jean Wolla IRA
P.O. Box 1090, Minot, ND 58792
10/21/94 3,000 6,300.00 2.10
Shareholder of Record: Jay Altringer and Dyanne Altringer JTWROS
1000 1st Ave. SE, Minot, ND 58701
10/21/94 3,000 6,300.00 2.10
Shareholder of Record: Glenneys H. and Norma J. Berg JTWROS
1124 23rd St. NW, Minot, ND 58701
10/21/94 3,000 6,300.00 2.10
Shareholder of Record: Benjamin G. Copes and Evelyn Copes JTWROS
Box 727, Tioga, ND 58852
10/21/94 6,500 13,650.00 2.10
Shareholder of Record: Viola B. Doerr
617 8th Avenue NE, Minot, ND 58788
10/21/94 952 2,000.00 2.10
Shareholder of Record: Nicholas Faken and Mary Faken JTWROS
RR 1 Box 122, Granville, ND 58741
10/21/94 4,762 10,000.20 2.10
Shareholder of Record: Roger Glick
RR4 Box 139, Minot, ND 58701
10/21/94 25,000 52,500.00 2.10
Shareholder of Record: West Brand & Co. FBO MFD Relief Association Trust
P.O. Box 1090, Minot, ND 58792
10/21/94 824 1,730.40 2.10
Shareholder of Record: West Brand & Co. fbo Irene Pitner IRA
P.O. Box 1090, Minot, ND 58792
10/21/94 1,829 3,840.90 2.10
Shareholder of Record: West Brand & Co. FBO John Pitner IRA
P.O. Box 1090, Minot, ND 58792
10/21/94 5,000 10,500.00 2.10
Shareholder of Record: Curtis D. Zimbelman and Linda Zimbleman JTWROS
1308 17 1/2 Ave. SW, Minot, ND 58701
10/24/94 1,423 2,988.30 2.10
Shareholder of Record: West Brand & Co. fbo Karen Goetz IRA
P.O. Box 1090, Minot, ND 58792
10/24/94 250 525.00 2.10
Shareholder of Record: William E. Kay and Barbara J. Kay JTWROS
2204 Skyline Drive, Minot, ND 58701
10/25/94 952 2,000.00 2.10
Shareholder of Record: Jane M. Berg
3605 2nd St. NE Apt 306, Minot, ND 58701
10/25/94 1,000 2,100.00 2.10
Shareholder of Record: Mark Bickler and Nicky Bickler JTWROS
10/26/94 477 1,001.70 2.10
Shareholder of Record: Ivan Arnold
P.O. Box 353, Fessenden, ND 58438
10/26/94 2,381 5,000.10 2.10
Shareholder of Record: Timothy J. Kramer and Christine M. Kramer JTWROS
206 NW 8th, Minot, ND 58701
10/26/94 5,000 10,500.00 2.10
Shareholder of Record: Norwest Bank Agent for Trustee for Farstad
Oil, Inc. PST/Dennis Krueger
P.O. Box 1488, Minot, ND 58702
10/26/94 950 1,995.00 2.10
Shareholder of Record: Todd H. Lee cust. for Chelsea Kay Lee under ND/UTMA
819 25th Ave. NE, Minot, ND 58701
10/26/94 1,200 2,520.00 2.10
Shareholder of Record: Anne C. Lian
909 16th St. NW, Minot, ND 58701
10/26/94 24,000 50,400.00 2.10
Shareholder of Record: West Brand & Co. FBO Bradley P. Wells IRA
P.O. Box 1090, Minot, ND 58792
10/27/94 2,000 4,200.00 2.10
Shareholder of Record: Kent Bahl and Alene Bahl JTWROS
RR 2 Box 64, Sherwood, ND 58782
10/27/94 2,385 5,008.50 2.10
Shareholder of Record: Cordell B. Cleveland and Jacqueline S. Cleveland JTWROS
287 Circle Hills Drive, Grand Forks, ND 58201
10/27/94 165 346.50 2.10
Shareholder of Record: LeRoy Eberle custodian for Steven L. Eberle
122 26th Street SW, Minot, ND 58701
10/27/94 229 480.90 2.10
Shareholder of Record: LeRoy Eberle custodian for Jordon Hanson
122 26th Street SW, Minot, ND 58701
10/27/94 131 275.10 2.10
Shareholder of Record: LeRoy D. Eberle and Connie M. Eberle JTWROS
122 26th Street SW, Minot, ND 58701
10/27/94 952 2,000.00 2.10
Shareholder of Record: Aaron M. Faken
RR 1 Box 122, Granville, ND 58741
10/27/94 1,500 3,150.00 2.10
Shareholder of Record: Clarence Fred
1 Rolling Hills Dr., Minot, ND 58701
10/27/94 2,381 5,000.00 2.10
Shareholder of Record: Dale L. Hauser
103-3 Hampton Loop, Minot AFB, ND 58704
10/27/94 4,642 9,748.20 2.10
Shareholder of Record: West Brand & Co. FBO Donald J. Jelinek IRA
P.O. Box 1090, Minot, ND 58702
10/27/94 120 252.00 2.10
Shareholder of Record: Don J. Jelinek and Diane L. Jelinek JTWROS
3520 South 20th Street, Fargo, ND 58104
10/27/94 3,000 6,300.00 2.10
Shareholder of Record: Ronald J. Johnston
P.O. Box 66, Lansford, ND 58750
10/27/94 2,000 4,200.00 2.10
Shareholder of Record: Jerry A. Leiss
1127 1st St. NW, Minot, ND 58701
10/27/94 1,000 2,100.00 2.10
Shareholder of Record: Wade Locken
RR 1 Box 16, Mohall, ND 58761
10/27/94 2,381 5,000.00 2.10
Shareholder of Record: Diane K. Olthoff and Richard J. Olthoff JTWROS
301 25th Street NW, Minot, ND 58701
10/27/94 9,524 20,000.40 2.10
Shareholder of Record: Dennis Steinberger and Karen Steinberger JTWROS
RR 1 Box 62, Burlington, ND 58722
10/27/94 1,000 2,100.00 2.10
Shareholder of Record: Corina Wells
2521 10th Ave. NW, Minot, ND 58701
10/27/94 23,077 48,462.36 2.10
Shareholder of Record: Kathlyn Farstad
1441 15th St. SW, Minot, ND 58701
10/28/94 5,000 10,500.00 2.10
Shareholder of Record: Rita Arneson and David J. Arneson
627 11th Ave. NE, Minot, ND 58701
10/28/94 1,429 3,000.00 2.10
Shareholder of Record: Ethel Bauer
Box 93-A, Kenmare, ND 58746
10/28/94 1,905 4,000.00 2.10
Shareholder of Record: Kathleen A. Bauer
PO Box 3112, Minot, ND 58702-3112
10/28/94 8,000 16,800.00 2.10
Shareholder of Record: American Investors FBO Kim Cady IRA
P.O. Box 1548, Minot, ND 58702
10/28/94 5,000 10,500.00 2.10
Shareholder of Record: John D. Coughlin
P.O. Box 1273, Minot, ND 58702
10/28/94 2,666 5,598.60 2.10
Shareholder of Record: West Brand & Co. FBO Chiropractic Health
Care MPP Gordon Dean
P.O. Box 1090, Minot, ND 58792
10/28/94 1,000 2,100.00 2.10
Shareholder of Record: West Brand & Co. FBO Diane M. Heilman Dodd IRA-SEP
P.O. Box 1090, Minot, ND 58792
10/28/94 476 1,000.00 2.10
Shareholder of Record: West Brand & Co. fbo Earl Fink IRA
P.O. Box 1090, Minot, ND 58792
10/28/94 952 1,999.20 2.10
Shareholder of Record: West Brand & Co. fbo Clarence Fred IRA
P.O. Box 1090, Minot, ND 58792
10/28/94 11,905 25,000.00 2.10
Shareholder of Record: Roger E. Guttormson and Beverlee Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701
10/28/94 200 420.00 2.10
Shareholder of Record: Veronica Haman
Rt 1 Box 35, Towner, ND 58788
10/28/94 5,000 10,500.00 2.10
Shareholder of Record: American Investors fbo Dennis Hensen SEP
P.O. Box 1548, Minot, ND 58702
10/28/94 4,762 10,000.20 2.10
Shareholder of Record: Adolph Lorz TOD Alice Lorz
413 Burke Avenue, Harvey, ND 58341
10/28/94 709 1,488.90 2.10
Shareholder of Record: West Brand & Co. fbo Irene C. Mayer
P.O. Box 1090, Minot, ND 58792
10/28/94 535 1,123.50 2.10
Shareholder of Record: West Brand & Co. FBO McGee Law Firm PSP FBO Orlin Backes
P.O. Box 1090, Minot, ND 58792
10/28/94 5,000 10,500.00 2.10
Shareholder of Record: West Brand & Co. fbo Curtis Mehlhoff IRA
P.O. Box 1090, Minot, ND 58792
10/28/94 16,062 33,730.20 2.10
Shareholder of Record: West Brand & Co. fbo Kent Pietsch IRA
P.O. Box 1090, Minot, ND 58792
10/28/94 4,762 10,000.20 2.10
Shareholder of Record: Leona Rubbelke
419 N. Main, Minot, ND 58701
10/28/94 238 500.00 2.10
Shareholder of Record: Marlo Stromberg
RR 6 Box 325A, Minot, ND 58701
10/28/94 2,381 5,000.00 2.10
Shareholder of Record: Kelly Stromberg
RR 6 Box 325A, Minot, ND 58701
10/28/94 2,400 5,040.00 2.10
Shareholder of Record: Delton J. and Violet Torno JTWROS
2314 Bel Air Dr., Minot, ND 58701
10/28/94 10,603 22,266.30 2.10
Shareholder of Record: West Brand & Co. FBO Richard A. Moe IRA
P.O. Box 1090, Minot, ND 58792
10/29/94 1,667 3,500.70 2.10
Shareholder of Record: Dr. Robert J. Deckert and Cathren R. Deckert JTWROS
1437 1st Street SW, Minot, ND 58701
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Kathy Bonn and Fred Bonn JTWROS
708 SW 3rd, Minot, ND 58701
10/31/94 2,000 4,200.00 2.10
Shareholder of Record: Blaine DesLauriers
1305 14th Ave. SW, Minot, ND 58701
10/31/94 3,810 8,001.00 2.10
Shareholder of Record: Carol J. Geiszler
1617 Rider Road, Grand Forks, ND 58201-5246
10/31/94 400 840.00 2.10
Shareholder of Record: Susan E. Gessner
1509 18th Ave. SW, Minot, ND 58701
10/31/94 2,500 5,250.00 2.10
Shareholder of Record: David Houim and Nancy Houim JTWROS
Rt 1 Box 148, Rugby, ND 58368
10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Clements J. Hauck and Marion Hauck JTWROS
907 S. Main, Rugby, ND 58368
10/31/94 260 546.00 2.10
Shareholder of Record: Bruce Hoelscher
RR 1 Box 139, Foxholm, ND 58738
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Vera A. Hoffman
3123 7th St. SW, Minot, ND 58701
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Gregory Johnson and Renee Johnson JTWROS
164 1st St. NE, Carrington, ND 58421
10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Roger E. Johnson
511 4th Street SE, Rugby, ND 58368
10/31/94 4,762 10,000.20 2.10
Shareholder of Record: Thomas E. Jundt and Marlene Jundt JTWROS
610 24th Ave. SW, Minot, ND 58701
10/31/94 950 1,995.00 2.10
Shareholder of Record: Joseph P. Kraft and Debbie K. Kraft JTWROS
2505 El Rio Drive, Minot, ND 58701
10/31/94 2,500 5,250.00 2.10
Shareholder of Record: Victor Lybeck and Arlene Lybeck JTWROS
RR 1 Box 37, Esmond, ND 58332
10/31/94 2,858 6,001.80 2.10
Shareholder of Record: Phillip G. Martin and Eva M. Martin JTWROS
313 2nd Ave. SW, Rugby, ND 58368
10/31/94 40,000 84,000.00 2.10
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701
10/31/94 2,500 5,250.00 2.10
Shareholder of Record: Paul W. Niemi, PC
118 3rd Ave. NW, Rugby, ND 58368
10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Bruce Nybakken
619 3rd, St. NE, Not in Database, - 58703
10/31/94 10,000 21,000.00 2.10
Shareholder of Record: David C. Olson and Kathleen Olson JTWROS
1429 11th St. SW, Minot, ND 58701
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Arlene C. Beck
909 Adams Ave., Harvey, ND 58341
10/31/94 3,800 7,980.00 2.10
Shareholder of Record: Andrew Billie Jr.
724 23rd Ave. NW, Minot, ND 58701
10/31/94 7,703 16,176.49 2.10
Shareholder of Record: Alton Johnson and Arleen Johnson JTWROS
RR 1 Box 60D, Burlington, ND 58722
10/31/94 3,335 7,003.50 2.10
Shareholder of Record: West Brand & Co. FBO Harvey Popinga, PSP
P.O. Box 1090, Minot, ND 58792
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Reed Rosencrans
HC 02 Box 64, Towner, ND 58788
10/31/94 500 1,050.00 2.10
Shareholder of Record: James Weinmann Jr.
821 1/2 Lincoln Ave., Harvey, ND 58341
10/31/94 16,670 35,007.00 2.10
Shareholder of Record: Marvin Wentz
P.O. Box 54, Harvey, ND 58341
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Charlane Ann Bertsch
1529 NW 16th St, Minot, ND 58701
10/31/94 714 1,499.40 2.10
Shareholder of Record: Brad A. Oothoudt and Camille A. Oothoudt JTWROS
204 25th Street NW, Minot, ND 58701
10/31/94 1,500 3,150.00 2.10
Shareholder of Record: Kermit Peters and Kathleen Peter JTWROS
RR 1 Box 33, Wolford, ND 58385
10/31/94 2,500 5,250.00 2.10
Shareholder of Record: David Rendahl
RR 1 Box 52F, Esmond, ND 58332
10/31/94 1,190 2,499.00 2.10
Shareholder of Record: John Reiser and Sandra Reiser JTWROS
11 Country Club Heights, Minot, ND 58701
10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Rodney J. Renaud and Brent R. Renaud JTWROS
P.O. Box 2207, Minot, ND 58702
10/31/94 10,000 21,000.00 2.10
Shareholder of Record: James E. Rothschiller and Arlyne H. Rothschiller JTWROS
315 10th St. SE, Rugby, ND 58368
10/31/94 9,000 18,900.00 2.10
Shareholder of Record: John P. Schaan and Theresa K. Schaan JTWROS
1100 2nd Avenue SW, Rugby, ND 58368
10/31/94 1,100 2,310.00 2.10
Shareholder of Record: Ken Schaan custodian for Riley Schaan
RR 1 Box 122, Balta, ND 58313
10/31/94 1,100 2,310.00 2.10
Shareholder of Record: Ken Schaan custodian for Isaac Schaan
RR 1 Box 122, Balta, ND 58313
10/31/94 3,810 8,001.00 2.10
Shareholder of Record: Joe J. Schall and Beatrice Schall JTWROS
1209 3rd Ave. SE, Rugby, ND 58368
10/31/94 2,381 5,000.10 2.10
Shareholder of Record: Richard L. Silvernagel
2002 E. Capitol Ave., Bismarck, ND 58501
10/31/94 3,810 8,001.00 2.10
Shareholder of Record: James R. Weinmann
110 E. 10th St., Harvey, ND 58341
10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Walter Williams and Rosella Williams JTWROS
901 South Main, Rugby, ND 58368
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Craig Wollenburg
318 4th Street SE, Rugby, ND 58368
10/31/94 10,000 21,000.00 2.10
Shareholder of Record: Robert G. Bartsch
RR #4 Box 244, Minot, ND 58701
10/31/94 10,000 21,000.00 2.10
Shareholder of Record: Linda L. Bartsch
RR #4 Box 244, Minot, ND 58701
10/31/94 500 1,050.00 2.10
Shareholder of Record: West Brand & Co. fbo William T. Bosley IRA
P.O. Box 1090, Minot, ND 58792
10/31/94 476 999.60 2.10
Shareholder of Record: Casie Chandler
5110 Burdick Expy E. 18A, Minot, ND 58701
10/31/94 953 2,001.30 2.10
Shareholder of Record: Lila M. Guttormson
620 21st St. NW, Minot, ND 58701
10/31/94 2,400 5,040.00 2.10
Shareholder of Record: John R. and Lucy H. Rosatti JTWROS
RR 2 Box 89, Minot, ND 58701
10/31/94 4,762 10,000.00 2.10
Shareholder of Record: Sheldon Smith
HCR1 Box 144, Powers Lake, ND 58773
10/31/94 238 500.00 2.10
Shareholder of Record: Marlo Stromberg and Kelly Stromberg JTWROS
RR 6 Box 325A, Minot, ND 58701
10/31/94 714 1,500.00 2.10
Shareholder of Record: Michael Stromberg
RR 6 Box 325, Minot, ND 58701
10/31/94 9,524 20,000.40 2.10
Shareholder of Record: Kelly Wurgler and Donna Wurgler JTWROS
1719 12th St. SW, Minot, ND 58701
10/31/94 2,400 5,040.00 2.10
Shareholder of Record: West Brand & Co. fbo Wayne Zwak SEP-IRA
P.O. Box 1090, Minot, ND 58792
10/31/94 500 1,050.00 2.10
Shareholder of Record: LaRissa Anderson
2418 N. Washington St., Bismarck, ND 58501
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Mark J. and Deb A. Anderson JTWROS
PO Box 6057, Minot, ND 58702
10/31/94 2,381 5,000.00 2.10
Shareholder of Record: West Brand & Co. fbo Willibrod O. Bachmeier SEP-IRA
P.O. Box 1090, Minot, ND 58792
10/31/94 1,190 2,500.00 2.10
Shareholder of Record: Paul M. Bauer
1719 SW 13th, Minot, ND 58701
10/31/94 14,285 29,998.50 2.10
Shareholder of Record: David Burckhard
P.O. Box 849, Minot, ND 58702
10/31/94 2,381 5,000.00 2.10
Shareholder of Record: M. H. Evenson TOD Miles P. Evenson
2905 1st Ave. SW, Minot, ND 58701
10/31/94 8,735 18,343.50 2.10
Shareholder of Record: West Brand & Co. FBO Dorothy Hooker IRA
P.O. Box 1090, Minot, ND 58792
10/31/94 14,285 29,998.50 2.10
Shareholder of Record: Rick L. Pierson
P.O. Box 849, Minot, ND 58702
10/31/94 10,290 21,609.00 2.10
Shareholder of Record: West Brand & Co. fbo Arnold O. Sand
P.O. Box 1090, Minot, ND 58792
10/31/94 4,710 9,891.00 2.10
Shareholder of Record: West Brand & Co. fbo Joyce M. Sand IRA
P.O. Box 1090, Minot, ND 58792
10/31/94 10,000 21,000.00 2.10
Shareholder of Record: Stan Martin Agency, Inc.
Box 767, Anamoose, ND 58710
10/31/94 1,190 2,499.00 2.10
Shareholder of Record: Douglas Kent Teets
721 12th Street NE, Minot, ND 58701
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: West Brand & Co.
P.O. Box 1090, Minot, ND 58792
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: West Brand & Co.
P.O. Box 1090, Minot, ND 58792
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: West Brand & Co.
P.O. Box 1090, Minot, ND 58792
10/31/94 2,000 4,200.00 2.10
Shareholder of Record: West Brand & Co.
P.O. Box 1090, Minot, ND 58792
10/31/94 2,221 4,664.10 2.10
Shareholder of Record: West Brand & Co. FBO Don Windmueller
P.O. Box 1090, Minot, ND 58792
10/31/94 1,300 2,730.00 2.10
Shareholder of Record: Merle T. Zander and Eileen C. Zander JTWROS
1824 10th Street SW, Minot, ND 58701
10/31/94 10,000 21,000.00 2.10
Shareholder of Record: West Brand and & fbo Monica Powell IRA
P.O. Box 1090, Minot, ND 58792
10/31/94 12,391 26,021.10 2.10
Shareholder of Record: West Brand & Co. FBO Gardell Giffey IRA
P.O. Box 1090, Minot, ND 58792
10/31/94 908 1,906.58 2.10
Shareholder of Record: West Brand & Co. FBO Jane Berg IRA
P.O. Box 1090, Minot, ND 58792
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Jason and Shila Hausauer JTWROS
383 Prairewood Cir. #203, Fargo, ND 58103
10/31/94 2,380 4,998.80 2.10
Shareholder of Record: Leonard Pietsch Family Trust Leonard &
Thelma Pietsch TTEES dtd 10/22/91
RR #7, Minot, ND 58701
10/31/94 5,000 10,500.00 2.10
Shareholder of Record: PM Enterprises
17 South 7th St., Fargo, ND 58103
10/31/94 477 1,001.70 2.10
Shareholder of Record: David Houim as Cust. for Ashley F. Houim ND/UTMA
RR 1 Box 148, Rugby, ND 58368
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: David J. Volk and Agnes M. Volk JTWROS
2301 NW 2nd Ave., Minot, ND 58701
10/31/94 25,000 52,500.00 2.10
Shareholder of Record: West Brand & Co. FBO Steven R. Smith IRA
P.O. Box 1090, Minot, ND 58702
10/31/94 6,440 13,524.00 2.10
Shareholder of Record: West Brand & Co. FBO Frieda Hultin IRA
P.O. Box 1090, Minot, ND 58702
10/31/94 9,824 20,630.40 2.10
Shareholder of Record: West Brand & Co. FBO Irvin L. Hultin IRA
P.O. Box 1090, Minot, ND 58702
10/31/94 5,862 12,311.10 2.10
Shareholder of Record: West Brand & Co. fbo Diane H. Schatz IRA
P.O. Box 1090, Minot, ND 58702
10/31/94 5,861 12,307.57 2.10
Shareholder of Record: West Brand & Co. fbo Danny C. Schatz IRA
P.O. Box 1090, Minot, ND 58702
10/31/94 10,000 21,000.00 2.10
Shareholder of Record: Vern L. Kongslie
P.O. Box 234, Towner, ND 58788
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Roger Domres as Cust. fbo Ryan Domres UTMA
P.O. Box 1934, Minot, ND 58702
10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Roger Domres as Cust. fbo Rilie Domres UTMA
P.O. Box 1934, Minot, ND 58702
10/31/94 2,600 5,460.00 2.10
Shareholder of Record: American Investors FBO Anderson, Wade,
Whitty, P.C. PSP Robert W. Anderson
P.O. Box 1548, Minot, ND 58702
11/30/94 150 315.00 2.10
Shareholder of Record: West Brand & Co. Jacqueline L. case 401k
P.O. Box 1090, Minot, ND 58702
11/30/94 119 249.90 2.10
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
11/30/94 360 756.00 2.10
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
11/30/94 12 25.20 2.10
Shareholder of Record: West Brand & Co. Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
11/30/94 95 199.50 2.10
Shareholder of Record: West Brand & Co. Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
12/14/94 714 1,500.00 2.10
Shareholder of Record: Dorothy Henke
RR 1 Box 37B, Sawyer, ND 58781
12/27/94 75 157.50 2.10
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702
12/27/94 65 136.50 2.10
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
12/27/94 100 210.00 2.10
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
12/27/94 12 25.20 2.10
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
12/27/94 95 199.50 2.10
Shareholder of Record: West Brand & Co. Toben Taft 401k
P.O. Box 1090, Minot, ND 58702
1/19/95 134 282.30 2.10
Shareholder of Record: Dorothy Henke
RR 1Box 37B, Sawyer, ND 58781
1/31/95 100 210.00 2.10
Shareholder of Record: West Brand & Co. Jacqueline L., Case 401k
P.O. Box 1090, Minot, ND 58702
1/31/95 110 231.00 2.10
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
1/31/95 84 176.40 2.10
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
1/31/95 12 25.20 2.10
Shareholder of Record: West Brand & Co. Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
2/28/95 75 157.50 2.10
Shareholder of Record: West Brand & Co. Jacqueline L. case 401k
P.O. Box 1090, Minot, ND 58702
2/28/95 109 228.90 2.10
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702
2/28/95 81 170.10 2.10
Shareholder of Record: West Brand & Co. Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702
2/28/95 12 25.20 2.10
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702
12/9/94 907 2,131.45 2.35
Shareholder of Record: West Brand & Co. FBO Gloria Bland IRA
P.O. Box 1090, Minot, ND 58702
12/12/94 1,353 3,179.55 2.35
Shareholder of Record: West Brand & Co. James H. Bland IRA
P.O. Box 1090, Minot, ND 58702
12/13/94 250 587.50 2.35
Shareholder of Record: Curtis Bahl
RR 2 Box 66, Sherwood, ND 58782
12/20/94 10 23.50 2.35
Shareholder of Record: John Cook Cust. for Elliot James Leinan under ND/UTMA
2218 N. Main Court, Williston, ND 58801
1/3/95 851 2,000.00 2.35
Shareholder of Record: West Brand & Co. FBO Emelia Thompson IRA
P.O. Box 1090, Minot, ND 58702
1/3/95 851 2,000.00 2.35
Shareholder of Record: West Brand & Co. FBO Larry H. Thompson IRA
P.O. Box 1090, Minot, ND 58702
1/11/95 4,256 10,001.60 2.35
Shareholder of Record: Delbert Wright TOD Dakota Boys Ranch Foundation
RR Box 59, Antler, ND 58711
1/13/95 852 2,001.59 2.35
Shareholder of Record: West Brand & Co. FBO Sherry Y. Hummel IRA
P.O. Box 1090, Minot, ND 58702
1/13/95 639 1,501.25 2.35
Shareholder of Record: West Brand & Co. FBO Donavon J. Hummel IRA
P.O. Box 1090, Minot, ND 58702
1/16/95 4,255 10,000.00 2.35
Shareholder of Record: Phyllis Bock
RR 1 Box 140, Foxholm, ND 58738
2/6/95 1,000 2,350.00 2.35
Shareholder of Record: Gustave Ekberg and Helen Ekberg JTWROS
Box 175A, Kenmare, ND 58746
2/7/95 250 587.50 2.35
Shareholder of Record: Marcia K. Hall and Douglas Hall JTWROS
PO Box 313, Berthold, ND 58718
2/9/95 1,000 2,350.00 2.35
Shareholder of Record: Irvin Hultin and Frieda Hultin JTWROS
1504 9th St SW, Minot, ND 58701
2/9/95 13,000 30,550.00 2.35
Shareholder of Record: Roger D. Luck and Rebecca J. Luck JTWROS
11 27th St NW, Minot, ND 58701
2/9/95 1,700 3,995.00 2.35
Shareholder of Record: Leroy Johnson and Lorna Johnson JTWROS
117 35th Ave. SW, Minot, ND 58701
2/9/95 8,937 21,001.95 2.35
Shareholder of Record: Bonnie J. Mehlhoff
3012 Northshore Loop SE, Mandan, ND 58554
2/9/95 8,510 19,998.50 2.35
Shareholder of Record: Wayne A. Johnson and Sharon M. Johnson
1437 15th St. SW, Minot, ND 58701
2/9/95 1,250 2,937.50 2.35
Shareholder of Record: Sandra K. Hawley and Craig C. Hawlet JTWROS
171 Burnett's Rd., Bottineau, ND 58318
2/9/95 4,256 10,001.60 2.35
Shareholder of Record: Stephen Ohly
121 26th St. SW, Minot, ND 58701
2/14/95 1,000 2,350.00 2.35
Shareholder of Record: Brett A. Martin and France L. Martin JTWROS
1124 9th St. SW, Minot, ND 58701
2/14/95 2,130 5,005.50 2.35
Shareholder of Record: Lyle Zimbelman
1415 19th Ave. SW, Minot, ND 58701
2/14/95 426 1,001.10 2.35
Shareholder of Record: Larry A. Stroschein
RR6 Box 306, Minot, ND 58703
2/14/95 426 1,001.10 2.35
Shareholder of Record: Marie A. Stettner
HC 2 Box 134, Ross, ND 58776
2/14/95 1,277 3,000.00 2.35
Shareholder of Record: West Brand & Co. FBO Steven Kourajian SEP-IRA
P.O. Box 1090, Minot, ND 58702
2/15/95 1,702 4,000.00 2.35
Shareholder of Record: Rod E. Schwandt and Linda K. Schwandt JTWROS
P.O. Box 71, Burlington, ND 58722
2/16/95 2,128 5,000.00 2.35
Shareholder of Record: William E. Kay and Barbara J. Kay JTWROS
2204 Skyline Drive, Minot, ND 58701
2/27/95 5,000 11,750.00 2.35
Shareholder of Record: Wilkota and Company c/o First National Bank & trust Co.
PO Box 1827, Williston, ND 58802-1827
2/27/95 5,106 12,000.00 2.35
Shareholder of Record: L. Norman Ferrier and Diane L. Ferrier JTWROS
2509 11th Ave. NW, Minot, ND 58701
2/27/95 511 1,200.85 2.35
Shareholder of Record: Brian Gessner
PO Box 102, Maxbass, ND 58760
2/27/95 1,000 2,350.00 2.35
Shareholder of Record: Howard F. Schaan
301 9th St. East, Harvey, ND 58341
2/27/95 4,255 10,000.00 2.35
Shareholder of Record: Harold R. Schmidt
Rt. 1 Box 16, Martin, ND 58758
3/3/95 2,128 5,000.00 2.35
Shareholder of Record: James M. McDonald and LaRae McDonald JTWROS
1920 Skyline Dr., Minot, ND 58701
3/7/95 852 2,002.20 2.35
Shareholder of Record: West Brand & Co. FBO Joe Haugen IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 851 1,999.85 2.35
Shareholder of Record: West Brand & Co. FBO Ardyce Haugen IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 7,660 18,001.00 2.35
Shareholder of Record: Jerry D. Peak and Kristen E. Peak JTWROS
PO Box 1075, Dunseith, ND 58329
3/7/95 10,638 25,000.00 2.35
Shareholder of Record: Bernice G. Auverson
PO Box 665, New Town, ND 58763
3/7/95 4,255 10,000.00 2.35
Shareholder of Record: Bonnie Sjol
2436 2nd Ave. SW, Minot, ND 58701
3/7/95 2,128 5,000.00 2.35
Shareholder of Record: Thelma Narum and Sheryl S. Eisenbeis JTWROS
910 17th Ave. SW, Minot, ND 58701
3/7/95 2,128 5,000.00 2.35
Shareholder of Record: Thelma Narum and Terry Narum JTWROS
910 17th Ave. SW, Minot, ND 58701
3/7/95 2,128 5,000.00 2.35
Shareholder of Record: Thelma Narum and Randy Narum JTWROS
910 17th Ave. SW, Minot, ND 58701
3/7/95 2,128 5,000.00 2.35
Shareholder of Record: Julia Lenertz TOD Charles L. Lenertz
915 17th Ave. SW, Minot, ND 58701
3/7/95 1,000 2,350.00 2.35
Shareholder of Record: Doris Nelson Family Trust UDT 12/19/90
Rt 1 Box 23, Glenburn, ND 58740-9716
3/7/95 2,493 5,858.40 2.35
Shareholder of Record: West Brand & Co. FBO Robert M. Evenson IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 4,979 11,700.00 2.35
Shareholder of Record: West Brand & Co. FBO Thomas Layman IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 6,412 15,068.20 2.35
Shareholder of Record: West Brand & Co. FBO Gunter's PSP
P.O. Box 1090, Minot, ND 58702
3/7/95 9,551 22,444.85 2.35
Shareholder of Record: Terry A. Domres
2400 11th Ave. NW, Minot, ND 58701
3/7/95 3,400 7,999.00 2.35
Shareholder of Record: Terry A. Domres custodian for Brittany A. Domres
2400 11th Ave. NW, Minot, ND 58701
3/7/95 3,400 7,999.00 2.35
Shareholder of Record: Terry A. Domres custodian for Lucas A. Domres
2400 11th Ave. NW, Minot, ND 58701
3/7/95 3,400 7,999.00 2.35
Shareholder of Record: Terry A. Domres custodian for Meagen L. Domres
2400 11th Ave. NW, Minot, ND 58701
3/7/95 1,702 3,999.70 2.35
Shareholder of Record: Terry Sanders
2536 10th Ave. NW, Minot, ND 58701
3/7/95 10,000 23,500.00 2.35
Shareholder of Record: Roger W. Domres
1433 15th St. SW, Minot, ND 58701
3/7/95 2,128 5,000.80 2.35
Shareholder of Record: Bryan R. Stein and Holly J. Stein JTWROS
RR 4 Box 372, Minot, ND 58702
3/7/95 3,500 8,225.00 2.35
Shareholder of Record: Duane Jussero and Ann Jussero JTWROS
2317 19th St SW, Minot, ND 58701
3/7/95 2,554 6,001.90 2.35
Shareholder of Record: Bruce E. Knudsen and Wendy C. Knudsen JTWROS
134 6th St SE, Minot, ND 58701
3/7/95 1,000 2,350.00 2.35
Shareholder of Record: Marcus J. Dailey
113 13th Ave. NE, Minot, ND 58701
3/7/95 10,000 23,500.00 2.35
Shareholder of Record: Bruce Hager
2517 11th Avenue NW, Minot, ND 58701
3/7/95 5,937 13,951.95 2.35
Shareholder of Record: West Brand & Co. FBO Bruce Hager IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 2,128 5,000.80 2.35
Shareholder of Record: West Brand & Co. FBO Ken Herslin IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 5,106 11,999.10 2.35
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology MPP Kiernan Minehan
P.O. Box 1090, Minot, ND 58702
3/7/95 7,659 17,998.65 2.35
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology PSP Kiernan Minehan
P.O. Box 1090, Minot, ND 58702
3/7/95 3,829 8,998.15 2.35
Shareholder of Record: West Brand & Co. FBO Paul Kelleher IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 21,275 49,996.25 2.35
Shareholder of Record: West Brand & Co. FBO MFD Relief Association Trust
P.O. Box 1090, Minot, ND 58702
3/7/95 3,566 8,380.10 2.35
Shareholder of Record: West Brand & Co. FBO Monica Powell Trust
P.O. Box 1090, Minot, ND 58702
3/7/95 1,607 3,776.45 2.35
Shareholder of Record: West Brand & Co. FBO Bruce D. Grover IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 1,604 3,769.02 2.35
Shareholder of Record: West Brand & Co. FBO Nola N. Grover IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 1,020 2,396.50 2.35
Shareholder of Record: West Brand & Co. FBO Harvey Popinga, PSP
P.O. Box 1090, Minot, ND 58702
3/7/95 524 1,231.40 2.35
Shareholder of Record: West Brand & Co. fbo Earl Fink IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 1,000 2,350.00 2.35
Shareholder of Record: Brett A. Martin and Frances L. Martin JTWROS
1124 9th St. SW, Minot, ND 58703
3/7/95 9,551 22,444.85 2.35
Shareholder of Record: West Brand & Co. fbo Domres Car Wash dba
Toad's Ride N' Shine PSP
P.O. Box 1090, Minot, ND 58702
3/7/95 2,127 4,998.45 2.35
Shareholder of Record: West Brand & Co. FBO Bryan R. Stein IRA
P.O. Box 1090, Minot, ND 58702
3/7/95 34,100 80,135.00 2.35
Shareholder of Record: Joe Haugen
Box 97, Parshall, ND 58770
3/7/95 2,128 5,000.80 2.35
Shareholder of Record: Bruce H. Keating and Antonette M. Keating JTWROS
1401 12th St SW, Minot, ND 58701
3/7/95 2,128 5,000.80 2.35
Shareholder of Record: Patrick J. Keating
708 18th St. NW, Minot, ND 58701
3/8/95 5,532 13,000.20 2.35
Shareholder of Record: Bernice V. Hilzendager and Beverly Fealing JTWROS
203 SE 4th St., Rugby, ND 58368
3/8/95 5,532 13,000.20 2.35
Shareholder of Record: Bernice V. Hilzendager and Vicki L. Harmel JTWROS
203 SE 4th St., Rugby, ND 58368
3/8/95 5,532 13,000.20 2.35
Shareholder of Record: Bernice V. Hilzendager and Susan P. Hilzendager JTWROS
203 SE 4th St., Rugby, ND 58368
3/8/95 2,500 5,875.00 2.35
Shareholder of Record: Wally Eckmann custodian for Cole C. Eckmann
5 Souris Court, Minot, ND 58701
Total 4,859,207 $ 9,194,817.64*
* This gross amount is reduced by Sales Commissions amounting to 6%
of sales by brokerage firms unrelated to the Company and 8% on
sales recorded through ND Capital, Inc. Additionally, the Company
routinely repurchases stock from shareholders who wish to sell
their common stock in the Company. Therefore annual net proceeds
of stock sales recorded by the Company on its Balance Sheet are
reduced both by commission and repurchases of common stock by the
Company. Reference is made to the Consolidated Statements of
Stockholders' Equity in the consolidated financial which are a part
of this registration statement. In the years ended December 31,
1993, December 31, 1994 and December 31, 1995 the Company recorded
increases in stockholder equity from stock issued, net of
redemptions, of $2,737,283, $4,044,392 and $437,687 respectively.
The Company has also made a private offering of investment
certificates. The certificates are debt obligations and do not
represent ownership in the Company. As of December 31, 1995,
$281,100 in certificates had been issued. 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
Company relied upon exemptions from registration provided by
Regulation D (specifically Section 230.504) of the Securities Act
of 1933. The Investment Certificates were offered through ND
Capital, Inc. (the Company's subsidiary) a broker/dealer and
officers of the Company. The investment certificates were sold
subject to selling commissions of 2%.
Recent Sales of Company's No Par Common Stock:
Purchase Date Certificate No. $ Amount
------------- --------------- -----------
10/15/93 31 10,000.00
Owner on Record: W. Brand fbo Mann's Auto 401K
P.O. Box 1090, Minot, ND 58702
1/15/94 32 10,000.00
Owner on Record: W. Brand fbo Charles Ruppert III PSP
P.O. Box 1090, Minot, ND 58702
2/15/94 33 20,000.00
Owner on Record: Virgil & Lorraine Wollenburg
1061 2nd St. E, Dickinson, ND 58601
Total $ 40,000.00*
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index that immediately
precedes such exhibits and is incorporated herein by reference.
(b) Financial Statement Schedules:
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
have been omitted because they are not required, are inapplicable
or the required information has otherwise been given.
Item 17. Undertaking
The Company hereby undertakes to provide the Underwriter (in
accordance with the procedures specified in the Underwriting
Agreement) with certificates in such denominations and registered
in such names as required by the Underwriter to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the provisions
referred to in Item 14, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel,
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
The undersigned Company hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of Prospectus
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of Prospectus filed by the Company
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form
of Prospectus shall be deemed to be new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
The Registrant further undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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 January 17, 1997.
ND Holdings, Inc.
By: 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 17th day of January 1997.
Signatures Title Date
- ----------------------- ------------------------ --------------------
Robert E. Walstad Director and President
- ----------------------- (Principal Executive January 17, 1997
Robert E. Walstad Officer) --------------------
Treasurer
Dan Korgel (Principal Financial
- ----------------------- Officer and Principal January 17, 1997
Dan Korgel Accounting Officer) --------------------
Peter A. Quist
- ----------------------- Director and January 17, 1997
Peter A. Quist Vice President --------------------
- ----------------------- Director January 17, 1997
Robert E. Walstad --------------------
Lyle E. McLain
- ----------------------- Director January 17, 1997
Lyle E. McLain* --------------------
Daniel L. Feist
- ----------------------- Director January 17, 1997
Daniel L. Feist* --------------------
Vance A. Castleman
- ----------------------- Director January 17, 1997
Vance A. Castleman* --------------------
Richard J. Backes*
- ----------------------- Director January 17, 1997
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.
As filed with the Securities and Exchange Commission on __________________
Registration No. 333-11509
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
FORM S-1
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ND HOLDINGS, INC.
E X H I B I T S
filed with
Amendment No. 1
FORM S-1
Exhibit Index
Exhibit
Number Description Page
1.1 Form of Underwriting Agreement
1.2 Form of Selected Dealer Agreement
1.3 Form of Selected Dealer Allotment Request
5.1 Opinion of Dihle & Co., P.C. with respect to legality
of the securities of the Registrant being registered
Consents of Experts and Counsel
23.1 Consent of Brady, Martz & Associates, P.C.
23.2 Consent of Allen, Gibbs & Houlik, L.C.
23.3 Consent of Dihle & Co., P.C. (included with Exhibit 5.1)
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
EXHIBIT DRAFT
UNDERWRITING AGREEMENT
SEC FILE NO. 333-11509
ND Holdings, Inc.
3,000,000 shares
No Par Common Stock
Best Efforts, No Minimum
xx, 1997
Financial Advantage Brokerage Services, Inc.
17 South Main (PO BOX 1934)
Minot, ND 58702
Gentlemen:
ND Holdings, Inc., a North Dakota corporation (the "Company")
hereby confirms its agreement with Financial Advantage Brokerage
Services, Inc., a North Dakota corporation (the "Underwriter")
regarding the participation by the Underwriter in the Public
Offering (hereinafter defined), and agrees, as follows:
SECTION 1
Description of Securities
1.01. Public Offering. The Company represents, covenants,
warrants, and agrees that its authorized, issued and outstanding
capitalization, when the Public Offering of the Stock (hereinafter
defined) contemplated hereby is permitted to commence and at the
Closing Date (hereinafter defined), will be as set forth in the
Registration Statement and related Prospectus (as such terms are
hereinafter defined or described). The Company proposes to issue,
and engages Underwriter to offer and sell to the public pursuant to
the registration provision of the Securities Act of 1933, as
amended (the "Act"), shares of the duly authorized no par value
common stock of the Company on a "best efforts" basis for up to
2,546,419 shares for the account of the Company and also on a best
efforts basis for the accounts of certain unaffiliated shareholders
of the Company, up to 453,581 shares. A list of the selling
shareholders and the number of shares to be offered by each such
shareholder is attached hereto as Appendix I. There is no minimum
number of shares required to be sold prior to the Company and
Selling Shareholders receiving proceeds from the sale of the shares
offered. The first 907,162 shares sold will be allocated equally
between the Company's shares and the total selling shareholders
shares (pro-rata as among the individual selling shareholders).
All shares sold in excess of 907,162 will be the for the account of
the Company. The shares of Stock to be authorized, issued, offered
and sold pursuant to the Public Offering contemplated by this
Agreement shall be offered and sold at a price of {$3.50} per share
on the terms hereinafter set forth.
SECTION 2
Representations and Warranties of the Company
In order to induce the Underwriter to enter into this Agreement,
the Company hereby represents, warrants, and covenants to and
agrees with the Underwriter as follows:
<PAGE>
XX, 1997
Page 2
2.01. Registration Statement and Prospectus. A Registration
Statement on Form S-1 with respect to the Stock, including the
related Prospectus, copies of which have heretofore been delivered
by the Company to the Underwriter, has been carefully prepared by
the Company in conformity with the requirements of the Act, and the
rules and regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") thereunder,
and said Registration Statement has been filed with the Commission
under the Act; one or more amendments to said Registration
Statement, copies of which have heretofore been delivered to the
Underwriter, has or have heretofore been filed; and the Company may
file on or prior to the effective date additional amendments to
said Registration Statement, including the final Prospectus. As
used in this Agreement, the term "Registration Statement" refers to
and means said Registration Statement and all amendments thereto,
including the Prospectus, all exhibits and financial statements,
when it becomes effective (the "Effective Date"); the term
"Prospectus" refers to and means the Prospectus included in the
Registration Statement on the Effective Date; and the term
"Preliminary Prospectus" refers to and means any prospectus
included in said Registration Statement before it becomes
effective.
2.02. Accuracy of Registration Statement and Prospectus. The
Commission has not issued any order preventing or suspending the
use of any Preliminary Prospectus with respect to the Stock, and
each Preliminary Prospectus has conformed in all material respects
with the requirements of the Act and the applicable Rules and
Regulations of the Commission thereunder and has not included any
untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein not misleading. On
the Effective Date and on the Closing Date, the Registration
Statement and Prospectus and any further amendments or supplements
thereto will contain all statements which are required to be stated
therein in accordance with the Act and the Rules and Regulations
for the purposes of the proposed public offering of the Stock, and
all statements of material fact contained in the Registration
Statements and Prospectus will be true and correct, and neither the
Registration Statement nor the Prospectus will include any untrue
statement of material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, the Company does not
make any representations or warranties as to information contained
in or omitted from the Registration Statement or the Prospectus in
reliance upon information furnished in writing on behalf of the
Underwriter specifically for use therein.
2.03. Financial Statements. The financial statements of the
Company, together with related schedules and notes as set forth in
the Registration Statement and Prospectus, will present fairly the
financial position and the results of the operation of the Company
at the representative periods to which they apply; such financial
statements have been prepared in accordance with generally accepted
principles of accounting consistently applied throughout the
periods concerned except as otherwise stated therein.
2.04. Independent Public Accountants. Brady Martz &
Associates, P.C., Certified Public Accountants which has certified
or shall certify certain of the financial statements filed or to be
filed with the Commission as part of the Registration Statement and
Prospectus and, as an expert, has reviewed certain other
information of a financial or accounting nature contained in the
Registration Statement and the Prospectus, are independent
certified public accountants as required by law.
<PAGE>
XX, 1997
Page 3
2.05. No Material Adverse Change. Except as may be reflected
in or contemplated by the Registration Statement or the Prospectus,
subsequent to the dates as of which information is given in the
Registration Statement and Prospectus, and prior to the Closing
Date, (i) there shall not be any material adverse change in the
condition, financial or otherwise, of the Company or in its
business taken as a whole; (ii) there shall not have been any
material transaction entered into by the Company other than
transactions in the ordinary course of business; (iii) the Company
shall not have incurred any material obligation, contingent or
otherwise, which are not disclosed in the Prospectus; (iv) there
shall not have been nor will there be any change in the capital
stock or long-term debt (except current payments) of the Company;
and (v) the Company has not and will not have paid or declared any
dividends or other distributions on its capital stock.
2.06. No Defaults. The Company is not in default in the
performance of any obligation, agreement, or condition contained in
any debenture, note or other evidence or indebtedness, or any
indenture or loan agreement of the Company, other than as set forth
in the Prospectus. The execution and delivery of this Agreement
and the consummation of the transactions herein contemplated, and
compliance with the terms of this Agreement, will not conflict with
or result in a breach of any of the terms, conditions or provisions
of, or constitute a default under, the articles of incorporation,
as amended, or bylaws of the Company, any note, indenture,
mortgage, deed of trust, or other agreement or instrument to which
the Company is a party or by which it or any of its property is
bound, or any existing law, order, rule, regulation, writ,
injunction, or decree of any government, governmental
instrumentality, agency or body, arbitration tribunal or court,
domestic or foreign, having jurisdiction over the Company or its
property. The consent, approval, authorization, or order of any
court or governmental instrumentality, agency, or body is not
required for the consummation of the transactions herein
contemplated except such as may be required under the Act or under
the blue sky or securities laws of any state or jurisdiction.
2.07. Incorporation and Standing. The Company is and at the
Closing Date will be duly incorporated and validly existing in good
standing as a corporation under the laws of its jurisdiction of
incorporation, with an authorized and outstanding capital stock as
set forth in the Registration Statement and the Prospectus, and
will full power and authority (corporate and other) to own its
property and conduct its business, present and proposed, as
described in the Registration Statement and Prospectus; the Company
has full power and authority to enter into this Agreement; the
Company owns, free and clear of any lien, charge, or encumbrance,
all of the property and rights to property as set forth in the
Registration Statement; and the Company is duly qualified and in
good standing as a foreign corporation in each jurisdiction in
which it owns or leases real property or transacts business
requiring such qualification.
2.08. Legality of Outstanding Stock. The outstanding common
stock of the Company has been duly and validly authorized and
issued, is fully paid and non-assessable, and will conform to all
statements with regard thereto contained in the Registration
Statement and Prospectus. Except as set forth in the Registration
Statement, there are no outstanding options, warrants, or other
rights to subscribe for, purchase, or receive shares of the
Company's common stock or any other security convertible into
common stock.
2.09. Legality of Stock. The Stock has been duly and validly
authorized and when issued and validly issued, fully paid and non-
assessable. The Stock, upon issuance, will not be subject to the
preemptive rights of any shareholders of the Company. A sufficient
number of shares of Stock have been reserved for issuance upon
exercise with regard thereto in the Registration Statement and
Prospectus.
2.10. Prior Sales. No securities of the Company have been
sold by the Company or by, or on behalf of, or for the benefit of,
any person or persons controlling, controlled by, or under common
control with the Company within three years prior to the date
hereof, except as set out in the Registration Statement.
<PAGE>
XX, 1997
Page 4
2.11. Litigation. Except as set forth in the Registration
Statement and Prospectus, there is, and at the Closing Date there
will be, no action, writ, or proceeding before any court or
governmental agency, authority or body pending or to the knowledge
of the Company, threatened, which might result in judgments against
the Company not adequately covered by insurance or which
collectively might result in any material adverse change in the
condition (financial or otherwise), the business or the prospects
of the Company, or would materially affect the properties or assets
of the Company.
2.12. Common Stock. Upon delivery of and payment for the no
par Common Stock to be sold by the Company as set forth in Section
1.01 of this Agreement, the purchasers will receive good and
marketable title thereto, free and clear of all liens,
encumbrances, charges, and claims whatsoever; and the Company will
have on the Effective Date and at the time of delivery of such
Common Stock full legal right and power and all authorization and
approval required by law to sell, transfer, and deliver such Common
Stock in the manner provided hereunder.
2.13. Finder. The Company and the Underwriter represent to
each other that no person has acted as a finder in connection with
the transactions contemplated herein and each will indemnify the
other party with respect to any claim for finder's fees in
connection herewith.
2.14. Exhibits. There are no contracts or other documents
which are required to be filed as exhibits to the Registration
Statement by the Act or by the Rules and Regulations which have not
been so filed and each contract to which the Company is a party and
to which reference is made in the Prospectus has been duly and
validly executed, and is in full force and effect in all material
respects in accordance with its terms, and none of such contracts
has been assigned by the Company; and the Company knows of no
present situation or condition of fact which would prevent
compliance with the terms of such contracts, as amended to date.
Except for amendments or modifications of such contracts in the
ordinary course of business, the Company has no intention of
exercising any right which it may have to cancel any of its
obligations under any of such contracts, and has no knowledge that
any other party to any of such contracts has any intention not to
render full performance under such contracts.
2.15. Tax Returns. The Company has filed all federal and
state returns which are to be filed, and has paid all taxes shown
on such returns and on all assessments received by it to the extent
such taxes have become due. All taxes with respect to which the
Company is obligated have been paid or adequate accruals have been
set up to cover any such unpaid taxes.
2.16. Property. Except as otherwise set forth in or
contemplated by the Registration Statement and Prospectus, the
Company has good title, free and clear of all liens, encumbrances,
and defects, except liens for current taxes not due and payable, to
all property and assets which are described in the Registration
Statement and the Prospectus as being owned by the Company, subject
only to such exceptions as are not material and do not adversely
affect the present or prospective business of the Company.
2.17. Authority. The execution and delivery by the Company
of this Agreement has been duly authorized by all necessary
corporate action and this contract is the valid, binding, and
legally enforceable obligation of the Company.
<PAGE>
XX, 1997
Page 5
SECTION 3
Issue, Sale and Delivery of the Stock
3.01.01. The Company hereby appoints the Underwriter as its
exclusive agent for a period of 90 days from the Effective Date,
which period may be extended for not more than an additional 90
days upon the mutual agreement of the Underwriter and the Company,
to sell the Stock of the Company on a "best efforts" basis for
3,000,000 shares of Stock to the public at an offering price of
{$3.50} per share. The Underwriter, on the basis of the
representations and warranties herein contained, and subject to the
terms and conditions herein set forth, accepts such appointment and
agrees to use its best efforts to find purchasers for the Stock.
"Best efforts" as used in this Agreement in connection with the
Underwriter shall mean that effort which would be employed by a
reasonably diligent broker-dealer in the position of the
Underwriter. The price at which the Underwriter shall sell the
Stock to the public, as agent for the Company, shall be {$3.50} per
share, and the Company shall pay the Underwriter a commission of
eight percent (8%) of the offering price for each share.
3.01.02 There is no agreement to provide underwriter shares or
warrants to the Underwriter.
3.01.03. Engraved certificates in such form that they can be
negotiated by the purchasers thereof (issued in such denominations
and in such names as the Underwriter may direct the transfer agent
to issue) for the Stock shall be made available by the Company to
the Underwriter for checking and packaging at the offices of the
transfer agent at least two full business days prior to the initial
Closing Date, it being understood that the directions from the
Underwriter to the transfer agent shall be given at least three
full business days prior to the initial Closing Date.
3.01.04. During the period of the offering contemplated
hereby, payment for Stock shall be in clearing house funds, and the
Underwriter and selected dealers shall request that all checks and
other orders in payment for the Stock be made payable to the order
of ND Holdings, Inc., Escrow Account, First Western Bank and Trust.
Such checks and orders shall be transmitted by the Underwriter and
selected dealers to the Escrow Account at First Western Bank and
Trust, Minot, North Dakota by noon of the next business day
following receipt.
3.01.05. The time and date of delivery and payment hereunder
are herein called the "Closing Date" and shall take place at the
office of the Company on such dates and after such times as will be
fixed by notice in writing to be given by the Underwriter to the
Company. The Closing Dates and places may be changed by the
agreement of the Underwriter and the Company.
3.01.06. The certificates so delivered for the Stock shall be
registered in the names of the purchasers thereof for the number of
shares purchased by each, as may be required by the Underwriter in
the notice.
3.02. The Company shall reimburse the Underwriter for its
expenses in an amount equal to two percent (2%) of the total
proceeds realized from the sale of the Stock in the offering, which
non-accountable sum shall include the fees of the Underwriter's
counsel, but shall not include the following; NASD filing fees;
printing, and any and all other expenses customarily paid by the
issuer in a public offering. There has been no deposit or retainer
paid to the Underwriter.
3.03. The parties hereto respectively covenant that as of the
Closing Date the representations and warranties herein contained
and the statements contained in all the certificates theretofore or
simultaneously delivered by any party to another, pursuant to this
Agreement, shall in all respects be true and correct.
3.04. The Underwriter covenants that, reasonably promptly
after the Closing Date, it will supply the Company with all
information required from the Underwriter for the completion of
Form SR and such additional information as the Company may
reasonably request to be supplied to the securities commissions of
such states in which the Stock has been qualified for sale.
<PAGE>
XX, 1997
Page 6
SECTION 4
Offering of the Stock on Behalf of the Company
4.01. In offering the Stock for sale, the Underwriter shall
offer it solely as an agent for the Company, and such offer shall
be made upon the terms and subject to the conditions set forth in
the Registration Statement and Prospectus. The Underwriter shall
commence making such offer as an agent for the Company as soon
after the Effective Date as it may deem advisable; provided,
however, that if the Underwriter does not commence such offering
within three business days after the effective date, it shall so
advise the Company and the Commission.
4.02. The Underwriter may invite registered dealers selected
by it("Participating Dealers") to offer and sell the shares for the
account of the Company pursuant to a form of Selected Dealers
Agreement, pursuant to which the Underwriter may allow such
concession (out of its underwriting commission) as it may
determine, within the limits set forth in the Registration
Statement and Prospectus, and all such sales by Participating
Dealers shall be as agents for the accounts of their customers.
4.03. On each sale by the Underwriter of any of the Stock by
Participating Dealers, the Underwriter shall require the
Participating Dealer offering any Stock to agree to offer the
shares on the terms and conditions of the offering set forth in the
Registration Statement and Prospectus.
SECTION 5
Registration Statement and Prospectus
5.01. Immediately upon the effectiveness of this Offering, the
Company shall deliver to the Underwriter without charge two (2)
signed copies of the Registration Statement, including all
financial statements and exhibits filed therewith and any
amendments or supplements thereto, and shall deliver without charge
to the Underwriter nine (9) conformed copies of the Registration
Statement and any amendment or supplement thereto, including such
financial statements and exhibits, along with the required N.A.S.D.
filing fee check. The signed copies of the Registration Statement
so furnished to the Underwriter will include signed copies of any
and all consents and certificates of the independent public
accountant certifying to the financial statements included in the
Registration Statement and Prospectus and signed copies of any and
all consents and certificates of any other persons whose profession
gives authority to statements made by them and who are named in the
Registration Statement or Prospectus as having prepared, certified,
or reviewed any part thereof.
5.02. The Company will deliver to the Underwriter, without
charge, prior to the Effective Date as many copies of each
Preliminary Prospectus filed with the Commission bearing in red ink
the statement required by the Commission's Rule 433 (b) as may be
reasonably required by the Underwriter. The Company consents to
the use of such documents by the Underwriter and by dealers prior
to the Effective Date.
5.03. The Company will procure, at its expense, as many
printed copies of the Prospectus as the Underwriter may reasonably
require for the purposes contemplated by this Agreement and shall
deliver said printed copies of the Prospectus to the Underwriter
within two (2) business days after the Effective Date.
<PAGE>
XX, 1997
Page 7
5.04. If during such period of time as in the opinion of the
Underwriter or its counsel a Prospectus relating to this financial
is required to be delivered under the Act, any event occurs or any
event known to the Company relating to or affecting the Company
shall occur as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact,
or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading, or if its is necessary at any time after the
effective date of the Registration Statement to amend or supplement
the Prospectus to comply with the Act, the Company will forthwith
notify the Underwriter thereof and prepare and file with the
Commission such further amendment to the Registration Statement or
supplemented or amended Prospectus as may be required and furnish
and deliver to the Underwriter and to others whose names and
addresses are designated by the Underwriter, all at the cost of the
Company, a reasonable number of copies of the amended or
supplemented Prospectus which as so amended or supplemented will
not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the Prospectus
not misleading in the light of the circumstances when it is
delivered to a purchase or prospective purchaser, and which will
comply in all respects with the Act, and, in the event the
Underwriter is required to deliver a Prospectus 90 days or more
after the date of the public offering, will, upon request, prepare
promptly such Prospectus or Prospectus as may be necessary to
permit compliance with the requirements of Section 10 of the Act.
5.05. The Company authorizes the Underwriter and the
Participating Dealers, if any, in connection with the distribution
of the Stock and all dealers to whom any of the Stock may be sold
by the Underwriter or by any Participating Dealer, to use the
Prospectus as from time to time amended or supplemented, in
connection with the offering and sale of the Stock and in
accordance with the applicable provisions of the Act, the
applicable Rules and Regulations and applicable state blue sky or
securities laws.
SECTION 6
Covenants of the Company
The Company covenants and agrees with the Underwriter that:
6.01. After the date hereof, the Company will not at any time,
whether before or after the Effective Date, file any amendment or
supplement to the Registration Statement or Prospectus, which
amendment or supplement the Underwriter shall not previously have
been advised and furnished with a copy a reasonable time prior to
the proposed filing thereof, or which the Underwriter or counsel
for the Underwriter shall have reasonably objected to in writing on
the ground that it is not in compliance with the Act or the Rules
and Regulations.
6.02. The Company will use its best efforts to cause the
Registration Statement, and any post-effective amendment
subsequently filed, to become effective as promptly as reasonably
practicable and will promptly advise the Underwriter, and will
confirm such advice in writing, (i) when the Registration Statement
shall have become effective and when any amendment thereto shall
have become effective and when any amendment of or supplement to
the Prospectus shall be filed with the Commission, (ii) when the
Commission shall make a request or suggestion for any amendment to
the Registration Statement or the Prospectus or for additional
information and the nature and substance thereof, (iii) of the
issuance by the Commission of an order suspending the effectiveness
of the Registration Statement pursuant to Section 8 of the Act or
of the initiation of the any proceedings for that purpose, (iv) of
the happening of any event which in the judgment of the Company
makes any material statement in the Registration Statement or
Prospectus untrue or which requires the making of any changes in
the Registration Statement or Prospectus in order to make the
statements therein not misleading, and (v) of the refusal to
qualify or the suspension of the qualification of the Stock for
offering or sale in any jurisdiction, or of the institution of any
proceedings for any of such purposes. The Company will use every
reasonable effort to prevent the issuance of any such order or of
any order preventing or suspending such use, to prevent any such
refusal to qualify or any such suspension, and to obtain as soon as
possible a lifting of any such order, the reversal of any such
refusal, and the termination of any such suspension.
<PAGE>
XX, 1997
Page 8
6.03. The Company will prepare and file promptly with the
Commission, upon request of the Underwriter, such amendments or
supplements to the Registration Statement or Prospectus, in form
satisfactory to the counsel to the Company, as in the opinion of
counsel to the Underwriter may be necessary or advisable in
connection with the offering or distribution of the Stock and will
use its best efforts to cause the same to become effective as
promptly as possible.
6.04. The Company will, when and as requested by the
Underwriter, qualify the Stock or such part thereof as the
Underwriter may determine for sale under the so-called blue sky
laws of North Dakota and will use its best efforts to qualify the
Stock or such part thereof as the Underwriter may determine for
sale under the so-called blue sky laws of such other states as may
be selected by mutual agreement between the Company and the
Underwriter, and to continue such qualification in effect so long
as required for the purposes of the distribution of the Stock. All
filings with regard to Blue Sky Registration will be completed by
the Company's attorneys at the expense of the Company. At the cost
of the Company, the attorneys for the Company shall prepare for and
deliver to the Underwriter a "Blue Sky Memorandum" describing and
opinioning upon the states in which effective registration and
qualification for sale has taken place.
6.05. The Company at its own expense will prepare and give and
will continue to give such financial statements and other
information to and as may be required by the Commission, or the
proper public bodies of the states in which the Stock may be
qualified.
6.06. During the period of five years following the Closing
Date, the Company will deliver to the Underwriter copies of each
annual report of the Company, and will deliver to the Underwriter:
(i) within 90 days after the close of each fiscal year of the
Company, a financial report of the Company and its subsidiaries, if
any, on a consolidated basis, and a similar financial report of all
unconsolidated subsidiaries, if any, all such reports to include a
balance sheet as of the end of the preceding fiscal year, an income
statement, a statement of changes in financial condition, and an
analysis of surplus covering such fiscal year, and all to be
reasonable detail and certified by independent public accountants
who may, however, be the regularly employed independent public
accountants of the Company; (ii) within 45 days after the end of
each quarterly fiscal period of the Company other than the last
quarterly fiscal period in any fiscal year, copies of the
consolidated income statement, statement of changes in financial
condition for that period, and the balance sheet as of the end that
period of the Company, and its subsidiaries, if any, and the income
statement, statement of changes in financial condition, and the
balance sheet of each unconsolidated subsidiary, if any, of the
Company for that period, all subject to year-end adjustment,
certified by the principal financial or accounting officer of the
Company; (iii) copies of all other statements, documents, or other
information which the Company shall mail or otherwise make
available to any class of its security holders, or shall file with
Commission; and (iv) upon request in writing from the Underwriter,
such other information as may reasonably be requested with
reference to the property, business and affairs of the Company and
its subsidiaries, if any.
If the Company shall fail to furnish the Underwriter with
financial statements as herein provided, within the times specified
herein, the Underwriter shall have the right to have such financial
statements prepared by independent public accountants of its own
choosing and the Company agrees to furnish such independent public
accountants such data and assistance and access to such records as
they may reasonably require to enable them to prepare such
statements and to pay their reasonable fees and expenses in
preparing the same.
<PAGE>
XX, 1997
Page 9
6.07. The Company will pay, whether or not the transactions
contemplated hereunder are consummated or this Agreement is
prevented from becoming effective or is terminated, all costs and
expenses incident to the performance of its obligations under this
Agreement, including all expenses incident to the authorization of
the Stock and its issue and delivery to the Underwriter, any
original issue taxes in connection therewith, all transfer taxes,
if any, incident to the initial sale of the Stock to the public,
the fees and expenses of the Company's counsel and accountants, the
costs and expenses incident to the preparation, printing, copying
and filing under the Act and with the National Association of
Securities Dealers, Inc. of the Registration Statement, any
Preliminary Prospectus, and the Prospectus and any amendments or
supplements thereto, the cost of preparing and filing all exhibits
to the Registration Statement, this Agreement, the Participating
Dealer's Agreement, and the Blue Sky Memorandum, the cost of
printing and furnishing to the Underwriter copies of the
Registration Statement, copies of the Prospectus, and all other
documents or agreements related to this offering, and the cost of
qualifying the Stock under the state securities or blue sky laws as
provided in Section 6.04 herein including filing fees.
6.08. The Company will, as promptly as possible after each
annual fiscal period, render and distribute reports to its
shareholders which will include audited statement of its operations
and changes of financial position during such period and its
balance sheet as of the end of such period.
6.09. The Company will make generally available to its
security holders and will deliver to the Underwriter, as soon as
practicable, but in no event later than the first day of the
fifteenth full calendar month following the Effective Date of the
Registration Statement, an earnings statement (which need not be
audited but which will satisfy the provisions of Section 11 (a) of
the Act) covering a period of at least 12 months beginning after
the Effective Date.
6.10. Within the time during which the Prospectus is required
to be delivered under the Act, the Company will comply, at its own
expense, with all requirements imposed upon it by the Act, as now
or hereafter amended, by the Rules and Regulations, as from time to
time may be in force, and by any order of the Commission, so far as
necessary to permit the continuance of sales or dealings in the
Stock.
6.11. The Company will apply the net proceeds from the sale of
the Stock in the manner set forth in the Registration Statement and
Prospectus.
6.12. The Company will cause its transfer agent to provide the
Underwriter, for its confidential use, at the Company's expense,
copies of its daily transfer sheets and a final list of
shareholders through the date of the closing date of the offering.
6.13. The Company will deliver to the Underwriter true and
correct copies of the articles of incorporation of the Company and
all amendments thereto, all such copies to be certified by the
Secretary of State of North Dakota; true and correct copies of the
bylaws of the Company and of the minutes of all meetings of the
directors and shareholders of the Company held prior to the Closing
Date which in any way relate to the subject matter of this
Agreement; and true and correct copies of all material contracts to
which the Company is a party, other than contracts for sale of
products or services in the normal course of business.
6.14. Prior to the Closing Date, the Company will cooperate
with the Underwriter in such investigation as it may make or cause
to be made of all the properties, business and operations of the
Company in connection with the purchase and public offering of the
Stock, and the Company will make available to the Underwriter in
connection therewith such information in its possession as the
Underwriter or its counsel may reasonably request.
6.15. No offering, sale, or other disposition of any Stock or
common stock of the Company or any security convertible into Stock
or common stock of the Company will be made within 12 months after
the Effective Date, directly or indirectly, by the Company, other
than sales made hereunder or with the Underwriter's consent or
except pursuant to warrants outstanding as of the date hereof.
<PAGE>
XX, 1997
Page 10
6.16. The Company has appointed ND Resources, Inc. Minot,
North Dakota, as Transfer Agent for the Stock subject to the
Closing. The Company will not change or terminate such appointment
without first obtaining the written consent of the Underwriter,
which consent shall not be unreasonably withheld. The Company has
also obtained a CUSIP number for its Stock.
6.17. The Company will use all reasonable efforts to comply or
cause to be complied with the conditions precedent to the several
obligations of the Underwriter specified in the Agreement.
6.18. The Company agrees to file with the Commission all
required reports on Form SR in accordance with the provisions of
Rule 463 promulgated under the Act and to provide a copy of such
reports to the Underwriter and its counsel.
6.19. The Company understands and agrees that all proposed
advertising for the offering will be made available to the
Underwriter at least 21 days prior to use for purposes of filing
with the NASD and shall not be used without the approval of the
Underwriter.
6.20. The Company states that it has registered the class of
equity securities of which the Stock is a part under the Securities
and Exchange Act of 1934 by filing with the Securities and
Exchange Commission a registration statement (and such copies
thereof as the Commission required) with respect to such security,
containing such information and documents as the Commission
required in an application to register a security pursuant to
subsection (g) of Section 12 of the Securities Exchange Act of
1934, as amended. For a period of five (5) years after the
Effective Date, the Company shall maintain its registration under
the Securities Exchange Act of 1934 of the Class of equity
securities of which the Stock is a part.
6.21. The Company shall provide the Underwriter and its
counsel, within 90 days after the Closing, at the Company's sole
expense, one bound volume each of closing and all other documents
related to this Offering.
6.22. The Company will advise the Underwriter immediately and
confirm in writing the receipt by the Company of notice of the
initiation or threat of any action, proceeding, or investigation to
which it or its property is subject in a court of competent
jurisdiction, or before the Securities and Exchange Commission, any
state securities commission, or any other federal or state
regulatory agency. The Company will not acquiesce in any such
action, proceeding, or investigation, or consent to the entry of
any orders therein, without the Underwriter's prior written
approval.
6.23. The Company shall promptly prepare and file with the
Commission, from time to time, such reports as may be required to
be filed by the Act, the Exchange Act and the rules and regulations
of the Commission promulgated thereunder.
6.24. The Company shall make application and take all
necessary and appropriate actions for listing in Standard and
Poor's Corporation Reports within 30 days following the closing
date of the offering. If at any time in the three (3) years
subsequent to the effective date the Company shall be capable of
qualifying for NASDAQ listing, it shall promptly apply for such
listing.
<PAGE>
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Page 11
6.25. No officer and/or director of the Company (including any
persons serving in such capacities as officers or directors as of
the date of this Agreement through the effective date or during any
segment of the 90-day period beginning on the date the Registration
Statement becomes effective) without the Underwriter's written
consent shall offer for sale or sell, directly or indirectly,
except to other officers or directors, any stock owned by such
person on the date of this Agreement until at least six months
after the Effective Date. The Company shall deliver to the
Underwriter the undertakings, satisfactory to the Underwriter, as
of the date of this Agreement, of all such persons. All
certificates evidencing such shares will be stamped at closing with
an appropriate restrictive legend and the Company will cause the
transfer agent to note such restriction on the transfer books and
records of the Company.
The Company states that no securities of the Company have been
issued, and at the effective date of the offering, no securities
will have been issued to employees or other persons pursuant to the
exemption provided by Section 230.701 of the Securities Act of 1933
which could qualify for resale pursuant to Section 230.701 of the
Securities Act of 1933. The Company further agrees that no
securities of the Company will be issued to employees or other
persons under the exemption provided by Section 230.701 or which
could qualify for resale under Section 230.701(c)(3) for a period
of two (2) years from the closing date of the offering.
6.26. The Company shall employ the service of a financial
public relations expert or firm reasonably acceptable to the
Underwriter for a period of no less than one (1) year from the
Closing Date of the Public Offering.
6.27. If upon termination for any reason other than completion
of the offering, the Underwriter has incurred actual expenses in
excess of the deposit described in Section 3.02 hereof the
Underwriter shall be entitled to retain such deposit amount, and in
addition, the Company shall be liable to the Underwriter,
immediately upon such termination, for all expenses incurred in
connection with the Underwriting and Public Offering by the
Underwriter in excess of such deposit amount. Expenses incurred by
the Underwriter in connection with the Underwriting and Public
Offering include, but are not limited to, due diligence
investigation, fees of Underwriter's counsel, fees paid to experts
as review or investigative consultants, costs advanced on behalf of
the Company, escrow fees, escrow charges, travel, postage, long
distance phone, promotional costs, and expenses incurred related to
the efforts made to establish a selling group.
SECTION 7
Effectiveness of Agreement
This Agreement shall become effective (i) at 10:00, Minot time,
on the first full business day after the Effective Date, or (ii)
upon release by the Underwriter of the Stock for offering after the
Effective Date, whichever shall first occur. The time of the
release by the Underwriter of the Stock for offering, for the
purposes of this Section 7, shall mean the time of the release by
the Underwriter for publication of the first newspaper
advertisement which is subsequently published relating to the
Stock, or the time of the first mailing of copies of the Prospectus
relating to the Stock, which are subsequently delivered, whichever
shall first occur. The Underwriter agrees to notify the Company
immediately after the Underwriter shall have taken any action, by
release or otherwise, whereby this Agreement shall have become
effective. This Agreement shall, nevertheless, become effective at
such time earlier than the time specified above, after the
Effective Date, as the Underwriter may determine by notice to the
Company. Nothing in this paragraph shall be construed to limit the
obligations or liabilities or any party prior to or in absence of
the effectiveness described above.
<PAGE>
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Page 12
SECTION 8
Conditions of the Underwriter's Obligations
The Underwriter's obligations to act as agent of the Company
hereunder and to find purchasers for the Stock and to make payment
to the Company hereunder on the Closing Date shall be subject to
the accuracy, as of the Closing Date, of the representations and
warranties on the part of the Company herein contained, to the
fulfillment of or compliance by the Company with all covenants and
conditions hereof, and to the following additional conditions:
8.01. On or prior to the Closing Date, no order suspending the
effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been initiated or
threatened by the Commission or be pending; any request for
additional information on the part of the Commission (to be
included in the Registration Statement or Prospectus or otherwise)
shall have been complied with to the satisfaction of the
Commission; and neither the Registration Statement or the
Prospectus nor any amendment thereto shall have been filed to which
counsel to the Underwriter shall have reasonably objected in
writing or have not given their consent.
8.02. The Underwriter shall not have disclosed in writing to
the Company that the Registration Statement or the Prospectus or
any amendment thereof or supplement thereto contains an untrue
statement of a fact which, in the opinion of counsel to the
Underwriter, is material, or omits to state a fact which, in the
opinion of such counsel, is material and is required to be stated
therein, or is necessary to make the statements therein not
misleading.
8.03. Between the date hereof and the Closing Date, the
Company shall not have sustained any loss on account of fire,
explosion, flood, accident, calamity or any other cause, of such
character as it materially adversely affects its business or
property considered as an entity, whether or not such loss is
covered by insurance.
8.04. Between the date hereof and the Closing Date, there
shall be no litigation instituted or threatened against the Company
and there shall be no proceeding instituted or threatened against
the Company before or by any federal or state commission,
regulatory body or administrative agency or other governmental
body, domestic or foreign, wherein an unfavorable ruling, decision
or finding would materially adversely affect the business,
franchises, licenses, operations, financial condition or income of
the Company considered as a whole.
8.05. Except as contemplated herein or as set forth in the
Registration Statement and Prospectus, during the period subsequent
to the date of the last audited balance sheet included in the
Registration Statement and prior to the Closing Date, the Company
(A) shall have conducted its business in the usual and ordinary
manner as the same was being conducted on the date of the most
recent balance sheet included in the Registration Statement, and
(B) except in the ordinary course of its business, shall not have
incurred any liabilities or obligations (direct or contingent) or
disposed of any of its assets, or entered into any material
transaction or suffered or experienced any substantially adverse
change in its condition, financial or otherwise. At the Closing
Date, the capital stock and surplus accounts of the Company shall
be substantially the same as at the date of the most recent balance
sheet included in the Registration Statement, without considering
the proceeds from the sale of the Stock, other than as may be set
forth in the Prospectus. The shares of the Stock offered and sold
to the public shall represent 23.9% of the total shares of the
Company's outstanding Stock if the maximum number of shares are
sold.
8.06. The authorization of the Stock, the Registration
Statement, the Prospectus and all corporate proceedings and other
legal matters incident thereto and to this Agreement shall be
reasonably satisfactory in all respects to counsel to the
Underwriter, and the Company shall have furnished such counsel such
documents as they may have requested to enable them to pass upon
the matter referred to in this subparagraph.
8.07. The Company shall have furnished to the Underwriter the
opinion, dated the Closing Date, addressed to the Underwriter, of
Gordon Dihle, Esq., counsel to the Company, to the effect that:
<PAGE>
XX, 1997
Page 13
(i) The Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of
the State of North Dakota, with full corporate
power and authority to own and operate its properties and to carry
on its business as set forth in the Registration Statement and
Prospectus.
(ii) The Company is duly qualified and licensed to transact
business in each state or other jurisdiction in which the
Company transacts business and by each governmental
authority by which the Company is required to be licensed.
(iii) The Company has an authorized and outstanding capitalization
as set forth in the Registration Statement and Prospectus;
the Stock, and the outstanding common stock of the Company
conform to the statements concerning them in the Registration
Statement and Prospectus; the outstanding common
stock of the Company has been duly and validly issued and is fully
paid and non-assessable and contains no preemptive rights; except
as set forth in the Registration Statement and Prospectus, there
are no outstanding options, warrants, or other rights to subscribe
for purchase, or receive shares of the Company's common stock or
securities convertible into common stock; the Stock has been duly
and validly authorized and, upon issuance thereof and payment
therefore in accordance with this Agreement, will be duly and
validly issued, fully paid and non-assessable, free and clear of
all liens, encumbrances, equities and claims whatsoever and will
not be subject to the preemptive rights of any shareholder of the
Company.
(iv) No consents, approvals, authorizations or orders or agencies,
officers of other regulatory authorities are necessary for
the valid authorization, issue or sale of the Stock hereunder,
except as required under the Act, or the blue sky or other
state securities laws.
(v) The issuance and sale of the Stock and the consummation of
the transactions herein contemplated and compliance with the
terms of this Agreement will not conflict with or result in
a breach of any of the terms, conditions, or provisions
of, or constitute a default under, the articles of
incorporation, or bylaws of the Company, or any note, indenture,
mortgage, deed of trust, or other agreement or instrument known to
such counsel to which the Company is a party or by which the
Company or any of its property is bound or any existing law, order,
rule, regulation, writ, injunction, or decree known to such counsel
of any government, governmental instrumentality, agency, body,
arbitration tribunal, or court, domestic or foreign, having
jurisdiction over the Company or its property.
(vi) The Registration Statement has become effective under
the Act and, to the best of the knowledge of such counsel,
no order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated by the
Commission under the Act, and the Registration Statement and
Prospectus, and each amendment and supplement thereto, comply as to
form in all material respects with the requirement of the Act and
the Rules and Regulations thereunder (except that no opinion need
be expressed as to financial statements and financial data
contained in the Registration Statement and Prospectus), and such
counsel have no reason to believe that either the Registration
Statement or the Prospectus or any such amendment or supplement
contains any untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make
the statements therein not misleading, and such counsel is familiar
with all contracts referred to in the Registration Statement or
Prospectus and such contracts are sufficiently summarized or
disclosed therein or filed therewith, and such counsel does not
know of any legal or governmental proceedings pending or threatened
to which the Company is subject of such a character required to be
disclosed in the Registration Statement or the Prospectus which are
not disclosed and properly described therein.
<PAGE>
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Page 14
(vii) This Agreement has been duly authorized and executed by the
Company and is a valid and binding agreement of the Company.
(viii) The Company has good and valid title to all of the real
property described in the Registration Statement as owned
by the Company, free and clear of all security interests,
mortgages, liens, and encumbrances, except as may be
specifically described.
(ix) Any opinions of counsel for the Company previously furnished
to the Underwriter remain valid, true, correct and in full
force and effect.
8.08.01. On the Closing Date, the Underwriter shall have
received from a CPA firm satisfactory to the Underwriter, a letter,
dated the Closing Date, stating that (i) with respect to the
Company they are independent public accountants within the meaning
of the Act and the published Rules and Regulations; (ii) in their
opinion, the financial statements and supporting schedules examined
by them of the Company at all dates and for all periods referred to
in their opinion and included in the Registration Statement and
Prospectus comply as to the form in all material respects with the
applicable requirements of the Act and the published Rules and
Regulations; (iii) on the basis of certain indicated procedures
(but not an examination in accordance with generally accepted
auditing principles), including examinations of the debt
instruments, if any, of the Company set forth under
"Capitalization" in the Prospectus, a reading of the latest
available interim unaudited financial statements of the Company,
whether or not appearing in the Prospectus, inquiries of the
officers of the Company or other persons responsible for its
financial and accounting matters and a reading of the minute books
of the Company, nothing has come to their attention which would
cause them to believe that during the period from the last audited
balance sheet included in the Registration Statement to a specified
date not more than five days prior to the date of such letter (a)
there has been any change in the capital stock or other securities
of the Company of any payment or declaration of any dividend or the
securities of the Company of any payment or declaration of any
dividend or other distribution in respect thereof or exchange
therefore from that shown in its audited balance sheets or in the
debt of the Company from that shown in its audited balance sheets
or in the debt of the Company from that shown or contemplated under
"Capitalization" in the Registration Statement or Prospectus (other
than as set forth in or contemplated by the Registration Statement
or Prospectus); (b) there have been any decreases in net current
assets or net assets as compared with amounts shown in the last
audited balance sheet included in the Prospectus; (c) there were
any decreases, as compared with amounts shown in the last audited
balance sheet, in net sales or in the total or per share amounts of
net income, except in all instances for changes disclosed in or
contemplated in or contemplated by the Registration Statement and
Prospectus; (d) the outcome of no future events which may be
referred to in their opinion included in the Registration Statement
and Prospectus has been determined, upon which future events the
recovery of the Company's assets is dependent; and (e) on the basis
of their indicated procedures and discussions referred to in clause
(iii) above, nothing has come to their attention which, in their
judgment, would cause them to believe or indicate that any such
change or decrease has occurred, except in all instances for
changes or decreases that the Registration Statement and prospectus
disclosed as either having occurred or as expected to occur.
<PAGE>
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Page 15
8.08.02. The Underwriter shall be furnished without charge, in
addition to the original signed copies, such number of signed or
photostatic or conformed copies of such letters as the Underwriter
shall reasonably request.
8.08. The Company shall have furnished to the Underwriter a
certificate of the President and the Treasurer of the Company,
dated as of the Closing Date, to the effect that:
(i) The representations and warranties of the Company in
this Agreement are true and correct at and as of the
Closing Date, and the Company has complied with all the agreements
and has satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date.
(ii) The Registration Statement has become effective and
no order suspending the effectiveness of the Registration
Statement has been issued and to the best of the
knowledge of the respective signers, no proceeding for that purpose
has been initiated or is threatened by the Commission.
(iii) The respective signers have each carefully examined the
Registration Statement and Prospectus and
any amendments and supplements thereto and to the best of their
knowledge the Registration Statement and the Prospectus and any
amendments and supplements thereto contain all statements required
to be stated and correct, and neither the Registration Statement
nor the Prospectus nor any amendment or supplement thereto includes
any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading and, since the effective date
of the Registration Statement, there has occurred no event required
to be set forth in an amended or a supplemented Prospectus which
has not been so set forth.
(iv) Except as set forth in the Registration Statement and Prospectus,
since the respective dates as of which information is given
in the Registration Statements and Prospectus and prior to
the date of such certificate, (A) there has not been any
substantially adverse change, financial or otherwise,
in the affairs or condition of the Company, and (B) the Company has
not incurred any liabilities, direct or contingent, or entered into
any transaction, otherwise than in the ordinary course of business.
(v) Subsequent to the respective dates as of which information
is given in the Registration Statement and Prospectus, no
dividends or distributions whatever have been declared and/or
paid on or with respect to the common stock of the
Company.
8.10. All of the Stock being offered by the Company purchased
from the Company shall be tendered for delivery in accordance with
the terms and provisions of this Agreement.
8.11. The Stock shall be qualified and the Blue Sky Memorandum
and opinion provided as provided in Section 6.04 of this Agreement,
and each qualification shall be in effect and not subject to any
stop order or other proceeding on the Closing Date.
8.12. All opinions, letters, certificates, and evidence
mentioned above or elsewhere in this Agreement shall be deemed to
be in compliance with the provisions thereof only if they are in
form and substance satisfactory to counsel to the Underwriter,
whose approval shall not be unreasonably withheld.
<PAGE>
XX, 1997
Page 16
8.13. The Company shall also supply such other good standing,
tax, incumbency and other certificates as the Underwriter shall
reasonably request.
8.14. Any certificate signed by an officer of the Company and
delivered to the Underwriter or to counsel for the Underwriter will
be deemed a representation and warranty by the Company to the
Underwriter as to the statements made therein.
SECTION 9
Termination
9.01. This Agreement may be terminated by the Underwriter by
notice to the Company in the event that the Company shall have
failed or been unable to comply with any of the terms, conditions,
or provisions of this Agreement on the part of the Company to be
performed, complied with or fulfilled (including but not limited to
those specified in Sections 2, 3, 5, 6 and 9 hereof) within the
respective times herein provided, unless compliance therewith or
performance or satisfaction thereof shall have been expressly
waived by the Underwriter in writing.
9.02. This Agreement may be terminated by the Underwriter by
notice to the Company at any time if, in the sole judgment of the
Underwriter, solicitation for sale of, payment for and/or delivery
of the Stock is rendered impracticable or inadvisable because (i)
additional material governmental restrictions not in force and
effect on the date hereof shall have been imposed upon the trading
in securities generally, or trading in securities generally on any
established stock exchange or over the counter markets shall have
been suspended, or a general moratorium shall have been established
by federal or state authorities, or (ii) any material adverse
change in market conditions, including but not limited to war or
other national calamity, shall have occurred, or (iii) the
condition of the market (either generally or with reference to the
sale of the Stock to be offered hereby) or the condition of any
matter affecting the Company or any other circumstance is such that
it would be undesirable, impracticable, or inadvisable in the
judgment of the Underwriter to proceed with this Agreement or with
the public offering.
9.03. Except as to the reimbursement of expenses pursuant to
Paragraph 3.02 hereof, any termination of this Agreement pursuant
to this Section 9 shall be without liability of any character
(including, but not limited to, loss of anticipated profits or
consequential damages) on the part of any party thereto. No party
shall be liable under this Agreement or for any matter related to
the public offering for loss of anticipated profits or
consequential damages.
SECTION 10
Underwriter's Representations and Warranties
The Underwriter represents and warrants to and agrees with the
Company that:
10.01. The Underwriter is registered as a broker-dealer with
the Securities and Exchange Commission and is registered as a
broker-dealer in the State of North Dakota and is a member in good
standing of the National Association of Securities Dealers, Inc.
10.02. There is not now pending or, to the knowledge of the
Underwriter, threatened against the Underwriter any material action
or proceeding of which the Underwriter has been advised, either in
any court of competent jurisdiction, before the Securities and
Exchange Commission or any state securities commission concerning
the Underwriter's activities as a broker or dealer, nor has the
Underwriter been named as a "cause" in any material action or
proceeding (except as set forth in the Registration Statement or by
letter to the Company from the Underwriter).
<PAGE>
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Page 17
SECTION 11
Notice
Except as otherwise expressly provided in this Agreement:
11.01. Whenever Notice is required by the provisions of this
Agreement to be given to the Company, such notice shall be in
writing addressed to the Company as follows:
ND Holdings, Inc.
1 North Main
Minot, ND 58701
with a copy to:
Gordon Dihle, Esq.
1720 S. Bellaire Street, Suite 108
Denver, Colorado 80222
11.2 Whenever notice is required by the provisions of this
Agreement to be given to the Underwriter, such notice shall be
given in writing addressed to the Underwriter at the address set
out at the beginning of this Agreement.
Bradley Wells, President
Financial Advantage Brokerage Services, Inc.
17 South Main (PO BOX 1934)
Minot, ND 58702
SECTION 12
Miscellaneous
12.01. Benefit. This Agreement is made solely for the benefit
of the Underwriter, the Company, their respective officers and
directors and any controlling person referred to in Section 15 of
the Act, and their respective successors and assigns, and no other
person shall acquire or have any right under or by virtue of this
Agreement. The term "successor" or the term "successors and
assigns" as used in this Agreement shall not include any
purchasers, as such, of any of the Stock.
12.02. Survival. The respective indemnities, agreements,
representations, warranties, covenants and other statements of the
Company or its officers as set forth in or made pursuant to this
Agreement and the indemnity agreements of the Company and the
Underwriter contained in Section 7 hereof shall survive and remain
in full force and effect, regardless of (i) any investigation made
by or on behalf of the Company or the Underwriter or any such
officer or director thereof or any controlling person of the
Company or of the Underwriter, (ii) delivery of or payment for
Stock, or (iii) the Closing, and any successor of the Company and
the Underwriter or any controlling person, officer or director
thereof, as the case may be, shall be entitled to the benefit
thereof.
12.03. Governing Law and Venue. The validity, interpretation
and construction of this Agreement and of each part hereof will be
governed by the laws of the State of North Dakota. Any action
arising from or related to this Agreement or the Public Offering of
the stock shall be venued only in the District Court in and for the
County of Ward, State of North Dakota, or the United States
District Court for the District of North Dakota.
<PAGE>
XX, 1997
Page 18
12.04. Underwriter's Information. The statements with respect
to the public offering of the Stock on the cover page of the
Prospectus and under the caption "Underwriting" in the Prospectus
constitute the written information furnished by or on behalf of the
Underwriter referred to in subsection 2.02 hereof.
12.05. Counterparts. This Agreement may be executed in any
number of counterparts, each of which may be deemed an original and
all of which together will constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the
Agreement between you and the Company.
Very truly yours,
ND HOLDINGS, INC.
__________________________________
Robert Walstad, President
We hereby confirm as of the date hereof that the above letter
sets forth the agreement between the Company and us:
FINANCIAL ADVANTAGE BROKERAGE SERVICES, INC.
By:_______________________________
Bradley Wells, President
FINANCIAL ADVANTAGE BROKERAGE SERVICES, INC.
17 S Main St.
PO Box 1934
Minot, North Dakota 58702-1934
EXHIBIT DRAFT
SELECTED DEALER AGREEMENT
3,000,000 SHARES
ND Holdings, Inc.
No Par Common Stock
(Registration on Form S-1
File No. 333-11509)
To:
fax:
Dear Sirs: Dated , 1997
The Underwriter named in the prospectus mentioned below (the
"Underwriter") has agreed, subject to the terms and conditions of
the Underwriting Agreement (the "Underwriting Agreement"), to offer
on "Best Efforts" basis no par common stock of ND Holdings, Inc.
(the "Company"), at the price set forth on the cover of said
prospectus, an aggregate of 3,000,000 Shares (the "Shares"). The
Shares are more particularly described in the enclosed prospectus
(the "Prospectus"), additional copies of which will be supplied in
reasonable quantities upon request.
The Underwriters is offering a part of the Shares for best
efforts offer through selected dealers (the "Selected Dealers") as
agents for their customers, among whom they are pleased to include
you, at the public offering price, with a commission of 8% to the
Selling Broker Dealer as set forth in the Prospectus under
"Underwriting". This offering is made subject to delivery of the
Shares and their acceptance by the Underwriter, to the approval of
all legal matters by counsel, and to the terms and conditions
herein set forth.
We have advised you by facsimile of the method and terms of the
offering. Acceptances should be sent to Financial Advantage
Brokerage Services, Inc., 17 S Main St., PO Box 1934, Minot, North
Dakota 58702-1934, fax number (701) 852-3108. We reserve the right
to reject any acceptances in whole or in part. Checks shall be
made payable to "ND Holdings, Inc. Escrow Account-First Western
Bank and Trust".
Any of the Shares offered by you hereunder are to be offered by
you to the public at the public offering price, except as herein
otherwise provided and except that the reallowance from such public
offering price of not in excess of the amount set forth in the
Prospectus under "Underwriting" may be allowed to dealers who are
members in good standing of the National Association of Securities
Dealers, Inc. or foreign banks, dealers or institutions not
eligible for membership said Association who represent to you that
they will promptly offer such Shares to unrelated persons at the
public offering price and will abide by the conditions with respect
to foreign banks, dealers and institutions set forth in
confirmation below.
Shares purchased by your customers hereunder shall be paid for
by bank check payable in New York Clearing House funds to the
order of ND Holdings, Inc., Escrow Account-First Western Bank and
Trust at the offices of Financial Advantage Brokerage Services,
Inc., 17 S Main St, PO Box 1934, Minot, North Dakota 58702-1934, or
at such other place as instructed. Net proceeds and commissions
will be distributed from the escrow at regular intervals as
proceeds are received. Delivery to the purchaser of certificates
for Shares will be made as soon as is practicable thereafter.
The Underwriter has been advised by the Company that a
Registration Statement for the Shares, filed under the Securities
Act of 1933, has become effective. You agree that in selling
Shares pursuant hereto (which agreement shall also be for the
benefit of the Company) you will comply with the applicable
requirements of the Securities Act of 1933 and of the Securities
Exchange Act of 1934. No person is authorized by the Company or by
the Underwriter to give any information or make any representations
not contained in the Prospectus in connection with the sale of
Shares. You are not authorized to act as agent for the Company or
the Underwriters in offering Shares to the public or otherwise.
Nothing contained herein shall constitute the Selected Dealers
partners with the Underwriter or with one another.
Upon application to us, we will inform you as to the advice we
have received from the Company's counsel concerning the
jurisdictions in which Shares have been qualified for sale or are
exempt under the respective securities or blue sky laws of such
jurisdictions, but we have not assumed and will not assume any
obligation or responsibility as the right of any Selected Dealer to
sell Shares in any such jurisdiction.
As Underwriter, we shall have full authority to take such action
as we may deem advisable in respect of all matters pertaining to
the offering or arising thereunder. The Underwriter shall be under
no obligation to you except for obligations expressly assumed by us
in this Agreement.
You agree, upon our request, at any time or times prior to the
termination of this Agreement, to report to us the number of Shares
sold by you pursuant to the provisions hereof.
Selected Dealers will be governed by the condition herein set
forth under this Agreement, to report to us the number of Shares
sold by you pursuant to the provisions hereof until this agreement
is terminated.
Selected Dealers will be governed by the conditions herein set
forth until this Agreement is terminated. This Agreement will
terminate at the close of business on the 30th day after the date
hereof but, in our discretion, may be extended by us for such
further periods not exceeding 150 days and in our discretion,
whether or not extended, may be terminated at any earlier time.
Notwithstanding the termination of this Agreement, you shall remain
liable for your proportionate amount of any claim, demand or
liability which may be asserted against you alone, against you
together with other dealers selling Shares upon the terms hereof,
or against us, based upon the claim that the Selected Dealers, or
any of them, constitute an association, an unincorporated business
or other entity.
This Agreement shall be governed by and construed and enforced
in accordance with internal laws of the State of North Dakota, and
you consent and will submit to NASD Industry Arbitration to be
heard in the City of Minot with respect to any controversies
arising under this Agreement.
In the event that you agree to offer and sell Shares in
accordance with the terms hereof, kindly confirm such agreement by
completing and signing the form provided for the purpose herewith
and returning it to us promptly, even though you may have
previously advised us of your acceptance by telephone or facsimile.
All communications from you should be addressed to Bradley
Wells, Financial Advantage Brokerage Services, Inc., 17 S Main St,
PO Box 1934, Minot, North Dakota 58702-1934, phone number (701)
852-3090, fax number (701) 852-3108. Any notice from us to you
shall be deemed to have been fully authorized by the Underwriter
and to have been duly given if mailed or faxed to you at the
address and or facsimile number to which this letter is delivered.
Very truly yours,
Financial Advantage Brokerage Services, Inc.
BY:
Bradley Wells, President
SELECTED DEALER - ACCEPTANCE OF ALLOTMENT
Date:
To: Bradley Wells
Financial Advantage Brokerage Services, Inc.
17 S Main St
PO Box 1934
Minot, ND 58702-1934
fax: (701) 852-3108
Dear Sirs:
We hereby confirm our agreement to offer to the public
Shares (on a best efforts basis) of ND Holdings, Inc., no par
common stock allotted to us subject to the terms and conditions of
the foregoing Agreement and your fax to us referred to therein. We
hereby acknowledge receipt of the Prospectus relating to the
Shares, and we confirm that we have relied upon no statements
whatsoever, written or oral, other than the statements in such
Prospectus. We have made a record of our distribution of
preliminary prospectuses and, when furnished with copies of any
revised preliminary prospectus, we have upon your request, promptly
thereafter distributed preliminary prospectus'. We hereby
represent that we are a member in good standing of the National
Association of Securities Dealers, Inc. and agree to comply with
the Rules of Fair Practice of said Association, and in particular,
Sections 8, 24, 25 and 36 of Article III thereof, or, if we are not
such a member, we are a foreign bank, dealer or institution not
eligible for membership in said Association and agree to make no
sales within the United States, its territories or possessions or
to persons who are citizens thereof or residents therein, and in
making any sales to comply with said Association's Rules and
Interpretations to the extent applicable to us.
Dated as of the date first above written.
Name of Selected Dealer
By:______________________
(Authorized Signature)
Address:
Phone Number:
Facsimile Number:
Selected Dealer Preliminary Allotment Request
January ___, 1997
To: Bradley Wells
Financial Advantage Brokerage Services, Inc.
17 S Main St.
PO Box 1934
Minot, ND 58702-1934
phone-(701) 852-3090
fax-(701) 852-3108
RE: ND Holdings, Inc. Best Efforts Offering of 3,000,000
shares of no par common stock.
SEC Registration No. 333-11509
Dear Sirs:
We the undersigned NASD Member Broker/Dealer hereby request the
opportunity to participate and to reserve on a nonbinding basis an
allocation of __________ shares of the above referenced offering. Said
shares to be sold by us on a best efforts basis in accordance with
the terms and conditions of the registrant's Form S-1 registration
when said registration is declared effective by the SEC.
We hereby acknowledge receipt of the registration statement and
preliminary prospectus relating to the Shares, and we confirm that
we have relied upon no statements whatsoever, written or oral,
other than the statements in such preliminary prospectus. We
hereby represent that we are a member in good standing of the
National Association of Securities Dealers, Inc. and agree to
comply with the Rules of Fair Practice of said Association, and in
particular, Sections 8, 24, 25 and 36 of Article III thereof.
Dated as of the date first above written.
Name of Selected Dealer
By: ______________________
(Authorized Signature)
Address:
Contact Name:
Phone Number:
Facsimile Number:
Dihle & Co., P.C.
1720 Bellaire St, Ste 108 Denver, CO 80222 (800) 737-0632
January 27, 1997
ND Holdings, Inc.
1 N Main St
Minot, ND 58701
RE: Registration Statements on Form S-1 File No. 333-11509 9-6
Under Securities Act of 1933 (Exhibit 5.1)
Gentlemen:
We are furnishing this opinion and consent with a view to our filing
the same with the Securities and Exchange Commission (the "SEC") as an
exhibit to a Registration Statement on Form S-1 (the "Registration
Statement") filed with the SEC on September 6, 1996 and Amendment No.
1 of such registration statement to which this opinion and consent is
included.
The Registration Statement covers the registration of 3,000,000 shares
(the "Shares") of common stock, no par value per share, of ND
Holdings, Inc., a North Dakota corporation (the "Offering Shares").
We have examined such corporate records, certificates and other
documents and matters of law as, in our opinion, are necessary or
appropriate to enable us to express the opinion rendered hereby.
We have assumed the genuineness of all signatures, the conformity to
the originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed by us
in original or copy form and the legal competence of each individual
executing a document.
This opinion is limited solely to the North Dakota Business
Corporation Law.
Based upon the foregoing we are of the opinion that all of the
Offering Shares have been duly authorized and, when delivered and paid
for in accordance with the terms of the Registration Statement and
Underwriting Agreement filed therewith will be validly issued, fully
paid and non-assessable.
We hereby consent to the reference to this firm in the prospectus
included in the Registration Statement We further consent to the use
of this opinion with respect to the state registrations of the above
referenced offering.
Sincerely,
Gordon Dihle
Dihle & Co., P.C.
akb
January 27, 1997
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
ND Holdings, Inc.
As independent public accountants, we hereby consent to the use of our reports
and all references to our Firm included in Amendment #1 of the S-1 Registration
statement.
BRADY, MARTZ & ASSOCIATES, P.C.
Minot, North Dakota
January 28, 1997
Exhibit 23.2
CONSENT OF ALLEN, GIBBS & HOULIK, L.C., INDEPENDENT AUDITORS
We hereby consent to the reference to our firm under the caption "Experts"
and to the use of our report dated January 18, 1996 (except for Notes 1
and 2, as to which the date is July 3, 1996), relating to the Statements
of Assets and Liabilities and Direct Revenues, Direct Expenses and Allocated
Indirect Expenses of the Business Components of The Ranson Company, Inc. and
Subsidiary Acquired in the Registration Statement (Form S-1) of ND Holdings,
Inc.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
January 27, 1997
Exhibit 24-1
Form S-1 ND Holdings, Inc.
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert E. Walstad and
Jacqueline L. Picken, and each of them with full power to act without the
other, his attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities, to sign the Registration Statements on
Form S-1 pursuant to the requirements of the Securities Act of 1933 and
all amendments (including post-effective amendments) to said Registration
Statement for ND Holdings, Inc., a North Dakota corporation, and to file
the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated this 31 day of August 1996.
Richard J. Backes
-------------------------
Richard J. Backes
Director, ND Holdings, Inc.
Exhibit 24-1
Form S-1 ND Holdings, Inc.
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert E. Walstad and
Jacqueline L. Picken, and each of them with full power to act without the
other, his attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities, to sign the Registration Statements on
Form S-1 pursuant to the requirements of the Securities Act of 1933 and
all amendments (including post-effective amendments) to said Registration
Statement for ND Holdings, Inc., a North Dakota corporation, and to file
the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated this 30 day of August 1996.
Vance A. Castleman
-------------------------
Vance A. Castleman
Director, ND Holdings, Inc.
Exhibit 24-1
Form S-1 ND Holdings, Inc.
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert E. Walstad and
Jacqueline L. Picken, and each of them with full power to act without the
other, his attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities, to sign the Registration Statements on
Form S-1 pursuant to the requirements of the Securities Act of 1933 and
all amendments (including post-effective amendments) to said Registration
Statement for ND Holdings, Inc., a North Dakota corporation, and to file
the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated this 30 day of August 1996.
Daniel L. Feist
-------------------------
Daniel L. Feist
Director, ND Holdings, Inc.
Exhibit 24-1
Form S-1 ND Holdings, Inc.
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert E. Walstad and
Jacqueline L. Picken, and each of them with full power to act without the
other, his attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities, to sign the Registration Statements on
Form S-1 pursuant to the requirements of the Securities Act of 1933 and
all amendments (including post-effective amendments) to said Registration
Statement for ND Holdings, Inc., a North Dakota corporation, and to file
the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated this 30 day of August 1996.
Lyle E. McLain
-------------------------
Lyle E. McLain
Director, ND Holdings, Inc.
Exhibit 24-1
Form S-1 ND Holdings, Inc.
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert E. Walstad and
Jacqueline L. Picken, and each of them with full power to act without the
other, his attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities, to sign the Registration Statements on
Form S-1 pursuant to the requirements of the Securities Act of 1933 and
all amendments (including post-effective amendments) to said Registration
Statement for ND Holdings, Inc., a North Dakota corporation, and to file
the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated this 30 day of August 1996.
Peter A. Quist
-------------------------
Peter A. Quist
Director, ND Holdings, Inc.
