ND Holdings, Inc.
#1 North Main
Minot, North Dakota 58703
April 20, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D. C. 20549
Attention: Filing Desk
Re: ND Holdings, Inc. Definitive Proxy Materials
File No. 0-25958
Ladies and Gentlemen:
On behalf of ND Holdings, Inc. (the "Company"), pursuant to Rule 14a-6
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
there are hereby transmitted for filing, pursuant to the Electronic Data
Gathering, Analysis and Retrieval System, a definitive copy of the Letter to
Stockholders, Notice of Annual Meeting of Stockholders, Proxy Statement and
form of proxy with respect to the Annual Meeting of Stockholders of the
Company scheduled to be held on May 28, 1999, together with a copy of the cover
page required by Rule 14a-6(m). Copies of the definitive proxy materials are
scheduled to be mailed on or about April 20, 1999 to all stockholders of
record on April 14, 1999. There is no filing fee for this filing, pursuant to
Rule 14a-6(i) under the Exchange Act.
By copy of this letter and pursuant to Rule 14a-3(c) under the Exchange
Act, seven copies of the Company's 1998 Annual Report to Stockholders are being
sent to you solely for your information. The financial statements in the 1998
Annual Report to Stockholders do not reflect a change from the preceding year
in any accounting principles or practices or in the method of applying any
such principles or practices.
By copy of this letter, I am sending three copies of the Company's 1998
Annual Report to Stockholders to The NASDAQ Stock Market, by reason of the
quotation of the Company's Common Stock on OTC Bulletin Board, and am
requesting that they confirm such filing by stamping the enclosed copy of
this letter and returning it to me in the enclosed self-addressed, stamped
envelope.
Very truly yours,
/s/ Jacqueline L. Picken
Jacqueline L. Picken
JP
Enclosures
cc: The NASDAQ Stock Market
NASDAQ Regulatory Filings
1735 K Street, NW
Washington, DC 20006-1500
Attn: Mr. Larry Kopp
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ND HOLDINGS, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
April 20, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held at the International Inn, 1505 N. Broadway, Minot, North Dakota,
commencing at 10:00 a.m., local time, on Friday, May 28, 1999.
The Secretary's Notice of Annual Meeting and the Proxy Statement which
follow describe the matters to come before the meeting. During the meeting,
we will also review the activities of the past year and items of general
interest about the Company.
We hope that you will be able to attend the meeting in person and we look
forward to seeing you. Please mark, date and sign the enclosed Proxy and
return it in the accompanying envelope as quickly as possible, even if you
plan to attend the Annual Meeting. You may revoke the Proxy and vote in person
at the time if you so desire.
Sincerely,
/s/
Robert E. Walstad
President
ND Holdings, Inc.
1 North Main
Minot, North Dakota 58703
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD May 28, 1999
Notice is hereby given that the Annual Meeting of the Shareholders of ND
Holdings, Inc. (the "Company"), will be on Friday, May 28, 1999, at 10:00
a.m. local time at the International Inn, 1505 N. Broadway, Minot, North
Dakota, for the following purposes:
1. To elect seven directors for terms of one year;
2. To ratify the appointment of Brady, Martz and Associates, P.C., Certified
Public Accountants, as the Independent Auditors for the Company for the
year ending December 31, 1999; and
3. To transact any other business which may properly come before the Meeting
or any adjournments thereof.
Only Shareholders of record on the close of business on April 14, 1999, are
entitled to vote at the Meeting or any adjournments thereof.
Enclosed are a copy of the Company's Annual Report to Shareholders for the year
ended December 31, 1998, your proxy and the Company's Proxy Statement.
If you are unable to be present at the meeting in person, please mark, date,
sign, and return the enclosed proxy in the stamped, self-addressed envelope.
By Order of the Board of Directors
Jacqueline L. Picken
Secretary
Minot, North Dakota
April 20, 1999
IMPORTANT
YOUR PROXY AND RETURN ENVELOPE ARE ENCLOSED WITH THIS NOTICE. IN ORDER TO
ASSURE A QUORUM FOR THE TRANSACTION OF BUSINESS AT THE MEETING, EACH
SHAREHOLDER IS ASKED TO SIGN AND RETURN HIS OR HER PROXY IN THE ENCLOSED
ENVELOPE. EVERY PROXY IS IMPORTANT, WHETHER YOU OWN A FEW OR MANY SHARES.
PLEASE DO IT TODAY.
ND HOLDINGS, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is being solicited by the Board of Directors of ND
Holdings, Inc., a North Dakota corporation, (the "Company") for use in
connection with the Annual Meeting of Shareholders on May 28, 1999 at 10:00
a.m. local time (the "Meeting"), at the International Inn, 1505 N. Broadway,
Minot North Dakota and at any adjournment thereof. Only Shareholders of record
as of the close of business on April 14, 1999 (the "Record Date") will be
entitled to vote at the Meeting or adjournment. When the accompanying proxy
is properly executed and returned, the shares it represents will be voted at
the Meeting in the manner specified.
ANY PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY WRITTEN NOTICE
MAILED OR DELIVERED TO THE SECRETARY, BY A RECEIPT OF A PROXY PROPERLY SIGNED
AND DATED SUBSEQUENT TO AN EARLIER PROXY AND BY REVOCATION OF A WRITTEN PROXY
BY REQUEST IN PERSON AT THE ANNUAL MEETING OF SHAREHOLDERS. IF NOT SO REVOKED,
THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE PROXY FORM.
The address of the principal executive office of the Company is 1 North
Main, Minot, North Dakota 58703. This Proxy Statement and the Board of
Directors' form of proxy are being mailed to Shareholders on or about April
20, 1999. Concurrently with the mailing of this Statement, the Company is
furnishing to Shareholders its Annual Report for its fiscal year ended December
31, 1998.
The Company is bearing all costs of soliciting proxies and expressly
reserves the right to solicit proxies otherwise than by mail. The solicitation
of proxies by mail may be followed by telephone, telegraph, facsimile or other
personal solicitations of certain Shareholders and brokers by one or more of
the Directors, by Officers or by employees of the Company. The Company may
make requests to trusts, banks and brokers or other similar agents or
fiduciaries for the voting instructions of beneficial owners and reimburse
the expenses incurred by such agents or fiduciaries in obtaining such
instructions. As of the date of this mailing, however, the Company has not
made any contracts or arrangements for such solicitations; hence, it cannot
identify any parties or estimate the cost of such solicitation.
As of April 14, 1999, the Company had outstanding 7,713,187 shares of
common stock, with each share being entitled to one vote, except for the
election of directors when Shareholders are entitled to cumulate their votes.
Representation of a majority of the Company's shares outstanding on such date,
either in person or by proxy, constitutes a quorum for the Meeting. When a
quorum is present, the vote by the holders of a majority of the shares present
and entitled to vote at the Meeting shall decide the proposals to be voted upon
at the Meeting. A shareholder voting through a proxy who abstains with respect
to a certain proposal is considered to be present and entitled to vote on such
proposal at the meeting, and is in effect casting a negative vote, but a
shareholder (including a broker) who does not give authority to a proxy to
vote, or withholds authority to vote, on a certain proposal shall not be
considered present and entitled to vote on such proposal.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth, as of March 31, 1999, the ownership of
Common Stock of the Company by each shareholder who is known by the Company to
own beneficially more than 5% of the outstanding Common Stock of the Company,
each director, each executive officer named in the Summary Compensation Table
on page 5, and all executive officers and directors as a group. At March 31,
1999 there were 7,772,687 shares of Common Stock, no par value, issued and
outstanding.
AMOUNT AND NATURE OF PERCENTAGE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OUTSTANDING
OR IDENTITY OF GROUP AS OF March 31, 1999 SHARES
Robert E. Walstad 796,147 (2) 9.2%
Vance A. Castleman 140,375 (3) 1.8
Daniel L. Feist 23,100 (4) *
Lyle E. McLain 20,573 (5) *
Peter A. Quist 119,342 (6) 1.5
Myron Thompson 130,500 1.7
Richard H. Walstad 42,197 (7) *
Executive officers and
directors as a group
(8 persons) 1,295,219 (8) 15.3
* Less than 1% owned.
(1) Unless otherwise indicated in the footnotes to this table, the listed
beneficial owner has sole voting power and investment power with
respect to such shares.
(2) Of these shares, 8,527 are held in Mr. Walstad's 401(k) account, and
Mr. Walstad's wife holds 2,420. Includes 675,200 shares covered by
warrants which are currently exercisable or exercisable within 60 days
of March 31, 1999 of which 675,000 are held by Mr. Walstad and 200 are
held by Mr. Walstad's wife.
(3) Of these shares, 140,375 are held as tenants in common with Mr.
Castleman's wife
(4) Includes 11,000 shares covered by warrants which are currently
exercisable or exercisable within 60 days of March 31, 1999 held by
Mr. Feist.
(5) Of these shares, 3,210 are held as joint tenants with Mr. McLain's
wife, 3,023 are held in an IRA for Mr. McLain, 1,000 are held by Mr.
McLain's wife, 160 shares are held by Mr. McLain's wife as custodian
under the North Dakota Uniform Gifts to Minors Act and 3,080 are held
in an IRA for Mr. McLain's wife. Includes 10,100 shares covered by
warrants which are currently exercisable or exercisable within 60 days
of March 31, 1999 held as joint tenants with Mr. McLain's wife.
(6) Includes 56,000 shares covered by warrants which are currently
exercisable or exercisable within 60 days of March 31, 1999 held by Mr.
Quist.
(7) Of these shares, Mr. Walstad's wife holds 6,667. Includes 11,300
shares covered by warrants which are currently exercisable or
exercisable within 60 days of March 31, 1999,
(8) Includes 701,298 shares covered by warrants which are currently
exercisable or exercisable within 60 days of March 31, 1999.
DIRECTORS & EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Directors have voted to nominate seven (7) Directors for election to
hold office for a one year term until the next Annual Meeting of Shareholders
or until their successors are elected and qualified. Each of the following
nominees has consented to serve as a Director of the Company for a one year
term. All of the nominees are currently Directors of the Company. Proxies
solicited by the Board of Directors will, unless otherwise directed, be
voted to elect the seven nominees named below. In case any nominee is not
a candidate for any reason, the proxies named in the enclosed form of proxy
may vote for a substitute nominee in their discretion.
Following is certain information regarding the nominees for
the office of director:
<TABLE>
<CAPTION>
Term of Office Positions and
with the Offices with
Name Age Company the Company
<S> <C> <C> <C>
Vance A. Castleman 55 3-25-94 to Present Director
Daniel L. Feist 66 5-04-88 to Present Director
Lyle E. McLain 65 5-04-88 to Present Director
Peter A. Quist 65 5-04-88 to Present Vice President and Director
Myron D. Thompson 54 3-20-98 to Present Director
Robert E. Walstad 54 9-22-87 to Present President and Director
Richard H. Walstad 59 5-04-88 to Present Director
</TABLE>
The Company's Articles of Incorporation allow cumulative voting only
under the following procedure:
Each Shareholder entitled to vote for Directors has the right to cumulate
those votes in the election of Directors by giving written notice of such
intent to any Officer of the Corporation before the Annual Meeting or the
presiding Officer at the Annual Meeting at any time before the election
of Directors, in which case:
1. The presiding Officer at the Meeting shall announce, before the election of
Directors, that Shareholders may cumulate their votes; and
2. Each Shareholder shall cumulate those votes either by casting for one
candidate the number of votes equal to the number of Directors to be
elected multiplied by the number of votes represented by the shares
entitled to vote, or by distributing all of those votes on the same
principle among any number of candidates.
Therefore, unless the above-described procedure is implemented, the
holders of a majority of the Company's shares could elect all of the Directors.
It is expected that the proxies received by the Directors' nominees will be
voted, except to the extent that authority is withheld on any proxy as to all
of one or more individuals, to elect as Directors the following nominees, whose
principal occupations during the past five (5) years, Directorships and certain
other affiliations and information are set forth below:
Vance C. Castleman - Real Estate Developer (1979 - Present); Former
Commissioner, Ward County Planning Commission; Committee Member, Souris Basin
Revolving Loan Fund; President and CEO of Inn-Vestments, Inc., which owns and
operates four Choice Hotels in Montana, Idaho, and Arizona;
Daniel L. Feist - Contractor (1955 - Present); Owner, Feist Realty Co.
(1963 - Present); President and Treasurer of Feist Construction, Inc. (1952 -
Present); Former Director, First Bank, Minot (1977 -1996); Director, Investors
Real Estate Trust (1985 - Present);
Lyle E. McLain - Farmer (1950 - Present); Director, Excel Manufacturing Co.
(1986 - Present); Chairman, Mohall Industrial Development Corp. (1993 -
Present); President, Renville County Ambulance Association (1996 - Present);
President North Dakota Elk Growers Association (1997 - Present);
Peter A. Quist - Vice President and Director of ND Holdings, Inc. (1988 -
Present); Vice President, Secretary, and Director of ND Money Management, Inc.
(1988 - Present), ND Capital, Inc. (1988 - Present), and ND Resources, Inc.
(1989 - Present); Director, Vice-President and Secretary of ND Tax-Free Fund,
Inc. (1988 - Present), ND Insured Income Fund, Inc. (1990 - 1998), Montana Tax-
Free Fund, Inc. (1993 - Present), Integrity Fund of Funds, Inc. (1994 -
Present) and Integrity Small-Cap Fund of Funds, Inc.(1998 - Present); Vice
President and Secretary of South Dakota Tax-Free Fund, Inc. (1993 - Present);
Director of South Dakota Tax-Free Fund, Inc. (1995 - Present); Vice President,
Secretary and Trustee of Ranson Capital Corporation (1996 - Present); Vice
President and Secretary of Ranson Managed Portfolios (1996 - Present); Vice
President, Secretary, and Trustee of The Ranson Company, Inc. (1996 -1997).
Currently a licensed North Dakota attorney;
Myron D. Thompson - President and Director of Food Management Investors, Inc.,
a.k.a. FMI, Inc., (1990 - Present); President and Director, Apple Core
Enterprises (1990 - Present); President and Director, Labor Forces of MN, Inc.
(1989 to Present).
Robert E. Walstad - President and Director of ND Holdings, Inc. (1988 -
Present); President, Treasurer, and Director of ND Money Management, Inc. (1988
Present), ND Capital, Inc. (1988 - Present), ND Resources (1988 - Present);
President, Treasurer and Director of ND Tax-Free Fund, Inc. (1988 - Present),
ND Insured Income Fund, Inc. (1990 -1998), Montana Tax-Free Fund, Inc. (1993 -
Present), South Dakota Tax-Free Fund, Inc. (1993 - Present), Integrity Fund of
Funds, Inc. (1994 - Present), and Integrity Small-Cap Fund of Funds, Inc. (1998
Present); President, CEO, Treasurer, and Trustee of The Ranson Company, Inc.
(1996 - 1997); President, Treasurer and Trustee of Ranson Managed Portfolios
(1996 - Present); President, Treasurer, and Trustee of Ranson Capital
Corporation; associated with securities industry as an NASD licensed registered
representative (1972 - Present)
Richard H. Walstad - Chairman of the Board/CEO, Cook Sign Co. of Fargo
(1978 - Present); Director, Community First Bank, Fargo(1983 - Present);
Vice Chairman, Dakota Certified Development Corp.(1992 - Present); Director,
Fargo Cass County Economic Development Corp., Fargo (1998 - Present); Vice
Chairman, Fargo Municipal Airport Authority (1999 - Present)
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. None of the other
Directors is related to any other Director or to any executive officer of
the Company.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
During the fiscal year ended December 31, 1998, four (4) regular
meetings of the Board of Directors were held. All Directors attended at
least 75% of the board meetings including committee meetings on which the
Board member served during this period.
During the fiscal year ended December 31, 1998, the Company did not have
standing Compensation and Nominating Committees of the Board of Directors.
However, during fiscal 1998 the Company formed an Audit Committee. The
Company's Audit Committee presently consists of Lyle McLain and Robert
Walstad. No member of the Audit Committee will receive any additional
compensation for his service as a member of that Committee. The Audit
Committee is responsible for providing assurance that financial disclosures
made by Management reasonably portray the Company's financial condition,
results of operations, plan and long-term commitments. To accomplish this,
the Audit Committee oversees the external audit coverage, including the annual
nomination of the independent public accountants, reviews accounting policies
and policy decisions, reviews the financial statements, including interim
financial statements and annual financial statements, together with auditor's
opinions, inquires about the existence and substance of any significant
accounting accruals, reserves or estimates made by Management, meets privately
with the independent public accountants to discuss all pertinent matters and
reports to the Board of Directors regarding its activities. The Audit
Committee met twice in 1998.
DIRECTOR COMPENSATION
Directors (other than employees who are also Directors) receive cash
compensation of $450 per meeting attended. In addition, they are reimbursed
for their expenses associated with attendance at meetings or otherwise
incurred in connection with the discharge of their duties as directors of
the Company.
EXECUTIVE OFFICERS
The Executive Officer of the Company is Robert E. Walstad, whose
biography appears on page four of the director nominees as set forth above.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to all annual
and long term compensation provided to the Company's Chief Executive Officer
("CEO"). None of the Company's other executive officers received remuneration
in excess of $100,000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
------------------------------
Name and Salary Bonus
Principal Position Year ($) ($)
Robert E. Walstad, 1996 60,000 10,836(1)
Chairman, President 1997 60,000 35,929(1)
and CEO 1998 54,000 37,516(1)
(1) Reflects compensation paid under an incentive compensation arrangement
between Mr. Walstad and the Company, pursuant to which Mr. Walstad receives,
in addition to his base salary and other regular employment benefits,
additional compensation equal to two basis points on the first $100 million of
assets under management annualized and one basis point on assets in excess of
$100 million and standard commissions based on sales of securities.
AGGREGATE OPTION/WARRANT
EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/WARRANT VALUES
The purpose of the following table is to report exercises of stock
options by the Named Executive Officers during 1998 and the value of their
unexercised stock options as of December 31, 1998.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Options/warrants at In The Money
Acquired Value Fiscal Year-End Options/warrants
at Fiscal Year-End(1)
<S> <C> <C> <C> <C> <C> <C>
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexer
cisable
Robert E.
Walstad -- 675,200(2) -- --
- -------------------------------------------------------------------------------
- -------
</TABLE>
(1) Value is based on a share price of $.75 which was the closing bid
price for a share of Common Stock on the OTC Bulletin Board on December 31,
1998, minus the warrant exercise price of $1.65.
(2) Includes warrants held by Mr. Walstad's wife for 200 shares of Common
Stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company's directors and executive officer file initial
reports of ownership and reports of changes in ownership with the Securities
and Exchange Commission. Directors and executive officers are required to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely upon a review of the copies of such forms furnished to the Company and
written representations from the Company's directors and executive officers,
all Section 16(a) filing requirements were met for the fiscal year ended
December 31, 1998.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The firm of Brady, Martz & Associates, P.C. has been the auditor for the
Company since the Company's inception in September 1987. The Board of
Directors again has selected Brady, Martz & Associates, P.C to serve as the
Company's independent auditor for the year ending December 31, 1999, subject
to ratification by the shareholders. While it is not required to do so, the
Board of Directors is submitting the selection of that firm for ratification
to ascertain the view of the shareholders. If the selection is not ratified,
the Board of Directors will reconsider its selection. Proxies solicited by
the Board of Directors will, unless otherwise directed, be voted to ratify
the appointment of Brady, Martz & Associates, P.C as independent auditor
for the Company for the year ending December 31, 1999.
A representative of Brady, Martz & Associates, P.C will be present at
the Annual Meeting of Shareholders and will be afforded an opportunity to
make a statement if such representative so desires and will be available to
respond to appropriate questions during the meeting.
OTHER MATTERS
The Company's Management is not aware of the other matters which may come
before the Meeting. The proxies named in the accompanying form of proxy will
vote said proxy in accordance with their judgment if any other matter does
properly come before the Meeting.
A copy of the Annual Report to Shareholders is enclosed with this Proxy
Statement. Copies of the Company's 10-KSB Annual Report are available upon
request, by contacting Jacqueline L. Picken at the Company at 1 North Main,
Minot, ND 58703.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2000 Annual Meeting
Of Shareholders must be received by the Secretary of the Company, One North
Main, Minot, North Dakota 58703, no later than December 19, 1999 for inclusion
in the Proxy Statement and form of proxy for such meeting. If notice of any
other shareholder proposal intended to be presented at the 2000 Annual Meeting
of Shareholders but not intended to be included in the Company's Proxy Statement
and form of proxy for such meeting is not received by the Company on or before
March 5, 2000, the proxy solicited by the Board of Directors of the company for
use in connection with the meeting may confer authority on the proxies named
therein to vote in their discretion on such proposal without any discussion in
the Company's Proxy Statement for that meeting of either the proposal or how
such proxies intend to exercise their voting discretion.
BY ORDER OF THE BOARD OF DIRECTORS
Jacqueline L. Picken, Secretary
Dated: April 20, 1999
ND HOLDINGS, INC.
Annual Meeting of Shareholders
May 28, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Robert E. Walstad or Peter
A. Quist or either of them acting in the absence of the other, with full power
of substitution, to act as attorneys and proxies of the undersigned to vote all
shares of capital stock of the Company that the undersigned is entitled to vote
at the Annual Meeting of the Shareholders of ND Holdings, Inc. (the "Meeting"),
to be held May 28, 1999, at 10:00 a.m., at the International Inn at 1505 N.
Broadway, Minot, ND, and at any and all adjournments and postponements thereof.
ITEM 1. The election as Directors of all nominees listed below (except as
marked to the contrary).
Nominees: Vance A. Castleman, Daniel L. Feist, Lyle E. McLain,
Peter A. Quist, Myron D. Thompson, Robert E. Walstad, Richard H.
Walstad
FOR [ ] WITHHOLD AUTHORITY [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominee's name below:
------------------------------------------------------------
ITEM 2. The ratification of the appointment of Brady, Martz & Associates,
P.C., Certified Public Accountants, as the Company's Independent
Auditors for the fiscal year ending December 31, 1998.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
ITEM 3. In their discretion, the proxies are authorized to vote on any
other business that may properly come before the Meeting or any
adjournment or postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS AND EACH OF THE NOMINEES LISTED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. (PLEASE DATE, SIGN
AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED STAMPED ENVELOPE.)
The undersigned acknowledges receipt from the Company, before execution of this
proxy: (1) Annual Report to Shareholders, (2) Notice of the Meeting and
(3) Proxy Statement for the Meeting.
X
-----------------------------------
Signature
X
-----------------------------------
Signature, if held jointly
X
-----------------------------------
Title (if Applicable)
Date , 1999
Please sign exactly as name(s) appear(s) above. When shares are held
jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporation name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
