EXHIBIT 12(a)(3)
ND HOLDINGS, INC.
1 NORTH MAIN STREET
MINOT, NORTH DAKOTA 58703
December 21, 2000
To Our Stockholders:
IF YOU HAVE ANY QUESTIONS REGARDING THE OFFER OR NEED ASSISTANCE IN
TENDERING YOUR SHARES, PLEASE CONTACT Morrow & Co., Inc., THE INFORMATION AGENT
FOR THE OFFER, TOLL FREE AT (800) 607-0088.
ND Holdings, Inc. (the "Company") is offering to purchase up to 750,000
shares of its common stock (the "Shares") from existing stockholders. The
purchase price will be $1.25 per Share. The Company is conducting the offer
through a procedure commonly referred to as an "Issuer Self-Tender Offer."
This procedure allows the Company to purchase its Shares at a pre-determined
price, in accordance with the terms of the offer.
Any stockholder whose Shares are properly tendered directly to ND
Resources, Inc., the depositary for the offer, and purchased pursuant to the
offer, will receive the net purchase price in cash, without interest, and
will not incur the usual transaction costs associated with open market sales.
If more than 750,000 Shares (or such greater number of Shares as the Company
elects to purchase) are tendered, the Shares will be purchased on a pro rata
basis from each stockholder who properly tendered their Shares.
The terms and conditions of the offer are explained in detail in the
enclosed Offer to Purchase and the related Letter of Transmittal. We encourage
you to read these materials carefully before making any decision with respect
to the offer. The instructions on how to tender Shares are also explained in
detail in the accompanying materials.
Neither the Company nor the Board of Directors of the Company makes any
recommendation to stockholders as to whether to tender or refrain from
tendering their Shares. Each stockholder must make the decision whether to
tender such stockholder's Shares and, if so, how many Shares to tender. The
Company has been advised that none of its directors or executive officers
intend to tender Shares pursuant to the offer.
The offer will expire at 5:00 p.m., Central Standard Time, on Monday,
January 22, 2001, unless extended by the Company.
Very Truly Yours,
Robert Walstad
President and Chief Executive Officer
Enclosures:
website: www.ndholdings.com
email: [email protected]
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