EXHIBIT 12(a)(9)
Exhibit (a)(9)
ND HOLDINGS ANNOUNCES SELF TENDER OFFER AT $1.25 PER SHARE
December 21, 2000. ND Holdings, Inc. today announced its intent
to commence a self tender offer to purchase 750,000 outstanding shares of its
common stock at a price of $1.25 per share, net in cash to the seller. There
are currently 7,444,687 common shares outstanding.
The purpose of the tender offer is primarily to increase stockholder value by
providing shareholders with an opportunity for cash liquidity at a premium
above recent traded prices. The Company cited low prices, low trading volume
and an inequitable spread between the bid and the ask price with respect to
the market for its stock on the public market. With this tender offer
announcement, a first step in what has recently been established as one of the
Company's long term goals, that of seeking to increase stockholder value, is
being taken. The stock buyback is being pursued by the Company because the
Company's financial position coupled with market conditions makes this an
attractive time to repurchase the shares said CEO Robert Walstad. The
750,000 shares represent approximately 10 per cent of the Company's currently
outstanding shares.
Despite consistent gains in company growth and strong cash flow performance,
the average NDHI stock bid price the first three quarters of the year 2000
was approximately $.69 per share. The $1.25 per share tender will offer a
premium of 81 per cent above that average bid price. The Company has been
advised that none of its directors or executive officers intend to tender
any shares pursuant to the tender offer.
The board of directors has approved this tender offer. However, neither the
board of Directors of the Company, the Dealer Manager or the information agent
is making any recommendation to shareholders as to whether they should tender
any shares pursuant to the offer.
ND Resources, Inc., the Company's Transfer Agent will act as the Depositary,
and Morrow & Co., Inc. will be the independent information agent for the
tender offer.
Each Shareholder must make his or her own decision whether to tender shares
and, if so, how many shares. Shareholders should read carefully the offer
to purchase and related materials that the Company's information agent will
be sending out shortly because they contain important information, including
various terms and conditions of the offer. Shareholders can obtain the offer
to purchase and related materials free at the SEC's website at www.sec.gov or
from Morrow & Co., Inc. 445 Park Avenue, 5th Floor, New York, New York
10022-2606, the Company's information agent. Shareholders are urged to
carefully read these materials prior to making any decision with respect
to the offer.
The offer will expire at midnight , Central Standard Time, on Monday,
January 22, 2001, unless extended by the Company.
This press release is for informational purposes only and is not intended to
serve as a solicitation to buy securities. Any solicitation to buy securities
is made only pursuant to the Offer to Purchase and the Letter of Transmittal,
as amended from time to time.
ND Holdings, Inc. has assets under management of $315 million and is publicly
traded over the OTC Bulletin Board under the symbol NDHI. With its
subsidiaries, ND Capital, ND Management, ND Resources, and Ranson Capital
Corporation, the firm sponsors, manages, and advises nine mutual funds. These
include state-specific tax-exempt municipal bond funds in Montana, North
Dakota, South Dakota, Nebraska, Kansas, and Oklahoma. The firm also sponsors
two equity funds of funds that invest in stock mutual funds managed by other
firms. NDHI also owns ARM Securities Corporation, a broker-dealer with mutual
fund and annuity distribution in several Midwest states and California.
This press release contains "forward looking statements" which are identified
by words such as "expects", " intends", and variations of such words and
expressions. Because forward-looking statements are based on a number of
beliefs, estimates, and assumptions by management that could ultimately prove
inaccurate, there is no assurance that forward looking statements will prove
to be accurate. Many factors could cause ND Holdings to delay or modify its
self tender offer, including the following: changes in stock price, changes
in operating results, the continued availability and terms of financing,
alternate investment or acquisition opportunities, inflation, interest rates
and other general economic conditions that effect the Company's operations and
cash flows. ND Holdings undertakes no obligation to update publicly any
forward looking statements, whether as a result of new information, future
events, or otherwise.
Source: ND Holdings, Inc.
CONTACT INFORMATION: Robert Walstad of ND Holdings, Inc., 701-852-5292; or
Erick Kanter, 703-534-2150, Kanter & Associates
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