SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ND HOLDINGS, INC.
(NAME OF ISSUER)
ND HOLDINGS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
628945-10-7
(CUSIP NUMBER OF CLASS OF SECURITIES)
MR. ROBERT WALSTAD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1 NORTH MAIN
MINOT, NORTH DAKOTA 58703
(701) 852-5292
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
Copy to:
Dihle & Co., P.C.
10333 Behrens Mile Road
Byers, Co. 80103
(303) 397-1956
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$937,500 $187.50
* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 750,000 shares of Common Stock, no par value per share, of
ND Holdings, Inc. at $1.25 per share.
** The amount of the filing fee equals 1/50th of one percent (1%) of the value
of the securities to be acquired.
/ / Check the box if any part of the fee is offset as provided in Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form of Schedule and the date of its filing.
Amount Previously Paid:...................... Form or Registration No.
:........................... Filing Party:...............................
Date Filed:..........................
/ / Check the box if the filing relates solely to preliminary communications
made before commencement of the tender offer.
Check the appropriate boxes below to designate any transaction to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1
/x/ issuer tender offer subject to Rule 13e-4
/ / going-private transaction subject to Rule 13e-3
/ / amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer / /
TENDER OFFER
This Tender Offer Statement on Schedule TO (the "Schedule TO") relates to
an offer by ND Holdings, Inc., a North Dakota corporation ("NDHI") to purchase
750,000 of its outstanding shares of common stock, no par value per share
(the "Shares"), at $1.25 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase (the "Offer to
Purchase") and in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits 12(a)(1) and 12(a)(2) (which are herein
collectively referred to as the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to the items of this Schedule TO, as set forth below.
ITEM 1. SUMMARY TERM SHEET.
See the section of the Offer to Purchase entitled "Summary Term Sheet."
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) See Section 9 of the Offer to Purchase.
(b) See the Introduction of the Offer to Purchase.
(c) See Section 7 of the Offer to Purchase.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) See Section 10 of the Offer to Purchase.
ITEM 4. TERMS OF THE TRANSACTION.
(a) See Sections 1, 3, 4, 5, 6, 11 and 14 of the Offer to Purchase.
(b) See Section 10 of the Offer to Purchase.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) See Section 10 of the Offer to Purchase.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)-(c) See Section 2 of the Offer to Purchase.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) See Section 8 of the Offer to Purchase.
(b) Not Applicable.
(d) See Sections 8 and 15 of the Offer to Purchase.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) See Section 10 of the Offer to Purchase.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Not Applicable.
ITEM 10. FINANCIAL STATEMENTS.
Financial statements are not material to the transaction.
ITEM 11. ADDITIONAL INFORMATION.
(a) See Sections 11 and 12 of the Offer to Purchase.
(b) Not applicable.
ITEM 12. MATERIAL TO BE FILED AS AN EXHIBIT.
(a)(1) Offer to Purchase dated December 21, 2000.
(a)(2) Letter of Transmittal.
(a)(3) NDHI Letter to Stockholders dated December 21, 2000.
(a)(4) Notice of Guaranteed Delivery.
(a)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(6)Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) NDHI Press Release dated November 8, 2000.
(a)(9) NDHI Press Release dated December 20, 2000.
(b) Not applicable
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable.
SIGNATURE
After due inquiry and to the best knowledge and belief of the undersigned,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: December 21, 2000
ND HOLDINGS, INC.
By: /s/ ROBERT WALSTAD
Name: Robert Walstad
Title: President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
------ -------------------------------------------------------
12(a)(1) Offer to Purchase dated December 21, 2000..................... 1.
12(a)(2) Letter of Transmittal. ........................................21.
12(a)(3) NDHI Letter to Stockholders dated December 21, 2000............30.
12(a)(4) Notice of Guaranteed Delivery. ................................31.
12(a)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.............................................33.
12(a)(6) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees. ...........................35.
12(a)(7) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9. .......................................38.
12(a)(8) NDHI Press Release dated November 8, 2000. ................... 42.
12(a)(9) NDHI Press Release dated December 21, 2000. ...................43.
