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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Legal Research Center, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
524636-10-7
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(CUSIP Number)
Darla L. Keller
Dellwood Financial Services Company
105 South Fifth Street, Suite 712
Minneapolis, Minnesota 55402
(612) 339-2163
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
July 28, 1997
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Date of Event Which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 524636-10-7
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<S> <C>
(1) Names of Reporting Persons. Robin A. Moles
I.R.S Identification Nos. Of Above Persons
Darla L. Keller
(a) / /
(2) Check the Appropriate Box if a Member of a
Group (See Instructions) (b) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions) PF
(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
(7) Sole Voting Power: Robin A. Moles - 0
Darla L. Keller - 1,000
Number of Shares
Beneficially Owned (8) Shared Voting Power: Robin A. Moles - 193,492
by Each Reporting Person Darla L. Keller - 196,492
with:
(9) Sole Dispositive Power: Robin A. Moles - 0
Darla L. Keller - 1,000
(10) Shared Dispositive Power: Robin A. Moles - 193,492
Darla L. Keller - 196,492
(11) Aggregate Amount Beneficially Owned by Each Robin A. Moles - 193,492
Reporting Person Darla L. Keller - 197,492
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
(13) Percent of Class Represented by Amount in Robin A. Moles - 5.81%
Row (9) Darla L. Keller - 5.93%
(14) Type of Reporting Person IN
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ITEM 1. SECURITY AND ISSUER
Class of stock: Common Stock, par value $.01 per share
Name and address of issuer: Legal Research Center, Inc.
700 Midland Square Building
331 Second Avenue South
Minneapolis, Minnesota 55401
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this Statement are Robin A. Moles and Darla L. Keller,
each a citizen of the United States.
Ms. Moles' business address is c/o Darla L. Keller, Dellwood Financial
Services Company, 105 South Fifth Street, Suite 712, Minneapolis, Minnesota
55402. Ms. Moles' principal occupation is a private investor.
Ms. Keller's business address is Dellwood Financial Services Company, 105
South Fifth Street, Suite 712, Minneapolis, Minnesota 55402. Ms. Keller's
principal occupation is the owner and President of Dellwood Financial Services
Company which provides financial assistance to private investors and which is
located at the foregoing stated address.
Neither Ms. Moles nor Ms. Keller has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) during the
last five years. Neither Ms. Moles nor Ms. Keller has during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which either of them was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Ms. Moles used personal holdings/funds to purchase the securities of the
Issuer for which she is claiming beneficial ownership. Ms. Keller used personal
holdings/funds to purchase 1,000 shares of the Issuer for which she is claiming
beneficial ownership. No other consideration was required by Ms. Keller for the
remaining shares for which she claims beneficial ownership because she claims
beneficial ownership as an attorney-in-fact pursuant to powers-of-attorney.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the securities was to acquire additional
securities of the Issuer for investment. Each Reporting Person has no current
plan to acquire or dispose of any additional securities of the Company which
would cause any material change in the business, operations or corporate
structure of the Issuer.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The aggregate number of shares of the Issuer's Common Stock beneficially
owned by Ms. Moles is 193,492 shares, or 5.81% of the outstanding Common Stock
(the "Shares").
Ms. Keller also is the beneficial owner of such Shares, and 4,000
additional shares. The aggregate number of shares of the Issuer's Common Stock
beneficially owned by Ms. Keller is 197,492 or 5.93% of the outstanding Common
Stock. With respect to the additional shares, Ms. Keller owns sole voting and
dispositive power over 1,000 shares, and shares voting and dispositive power
over 3,000 shares with a non-reporting person.
Ms. Moles and Ms. Keller also share voting power with respect to 142,337 of
the Shares with Christopher R. Ljungkull, who is the Chief Executive Officer, a
director and 10% beneficial owner of the Issuer. Each of Ms. Moles and Ms.
Keller disclaims that they are acting with each other or, jointly or singly,
with Mr. Ljungkull as a "Group," as defined by Rule 13d-5(b) of the Securities
Exchange Act of 1934, as amended.
The transactions pursuant to which this Report is required are as
follows:
DATE ACQUIRED NO. OF SHARES PRICE
7/15/97 2,500 $1.040
7/18/97 7,500 $1.040
7/28/97 31,155 $1.040
7/28/97 10,000 $1.040
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Ms. Moles granted to Ms. Keller a power-of-attorney on August 4, 1997 as to
all of the Shares. The power-of-attorney provides that Ms. Keller has the
authority to act for Ms. Moles in anyway that Ms. Moles could act with respect
to the Shares under Minnesota Statutes Sections 523.23 et. seq.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Joint Statement required by Rule 13d-1(f).
(2) Power of Attorney granted to Darla L Keller
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 14, 1997
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Date
By: /s/ Robin A. Moles
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Darla L. Keller, Attorney-In-Fact
By: /s/ Darla L. Keller
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Darla L. Keller
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Agreement Pursuant to Rule 13d-1(f)(1)
The undersigned hereby agree that the statement contained on the Schedule
13D executed by the undersigned on August 14, 1997 is filed on behalf of each of
them.
Dated: August 14, 1997
By: /s/ Robin A. Moles
------------------
Darla L. Keller, Attorney-In-Fact
By: /s/ Darla L. Keller
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Darla L. Keller
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FORM NO. 2063--Statutory Short Form Power of Attorney
(Minnesota Statutes Section 523.23)
Minnesota Uniform Conveyancing Blanks (1995)
STATUTORY SHORT FORM POWER OF
ATTORNEY
MINNESOTA STATUTES SECTION 523.23 IMPORTANT NOTICE: THE POWERS GRANTED BY
THIS DOCUMENT ARE BROAD AND SWEEPING. THEY ARE DEFINED IN MINNESOTA STATUTES
SECTION 523.24. IF YOU HAVE ANY QUESTIONS ABOUT THESE POWERS, OBTAIN
COMPETENT ADVICE. THIS POWER OF ATTORNEY MAY BE REVOKED BY YOU IF YOU WISH TO
DO SO. THIS POWER OF ATTORNEY IS AUTOMATICALLY TERMINATED IF IT IS TO YOUR
SPOUSE AND PROCEEDINGS ARE COMMENCED FOR DISSOLUTION, LEGAL SEPERATION OR
ANNULMENT OF YOUR MARRIAGE. THIS POWER OF ATTORNEY AUTHORIZES, BUT DOES NOT
REQUIRE, THE ATTORNEY-IN-FACT TO ACT FOR YOU.
PRINCIPAL (Name and address of person granting the power)
Robin A. Moles
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163 East 81st Street, Unit 10C
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New York, NY 10028
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ATTORNEY(S)-IN-FACT
(Name and Address)
Darla L. Keller
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c/o Dellwood Financial Services Company
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105 South Fifth Street, Suite 712
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Minneapolis, MN 55402
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NOTICE: If more than one attorney-in-fact is designated, make a check or "x" on
the line in front of one of the following statements:
- --------- Each attorney-in-fact may independently
exercise the powers granted.
- --------- All attorneys-in-fact must jointly exercise
the powers granted.
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(reserved for recording data)
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SUCCESSOR ATTORNEY(S)-IN-FACT (Optional)
To act if any named attorney-in-fact dies, resigns or is otherwise
unable to serve
(Name and Address)
First Successor not applicable
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- ---------------------------------------------------------
- ---------------------------------------------------------
Second Successor not applicable
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- ---------------------------------------------------------
- ---------------------------------------------------------
EXPIRATION DATE (Optional)
not applicable
- ---------------- -----, ----------
Use specific Month Day Year Only
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I (the above named Principal), appoint the above named Attorney(s)-in-Fact to
act as my attorney(s)-in-fact:
FIRST: To act for me in any way I myself could act with respect to the
following matters, as each of them is defined in Minnesota Statutes, Section
523.24:
(To grant to the attorney-in-fact any of the following powers, make a
check or "x" on the line in front of each power being granted. You may, but
need not, cross out each power not granted. Failure to make a check or "x" on
the line in front of the power will have the effect of deleting the power
unless the line in front of the power of (N) is checked or x-ed.)
CHECK OR "X"
- ------- (A) real property transactions;
I choose to limit this power to real property in _______________
County, Minnesota, described as follows: (Use legal description.
Do not use street address.)
(If more space is needed, continue on the back or on an attachment)
- ------- (B) tangible personal property transactions;
- ------- (C) bond, share, and commodity transactions;
- ------- (D) banking transactions;
- ------- (E) business operating transactions;
- ------- (F) insurance transactions;
- ------- (G) beneficiary transactions;
- ------- (H) gift transactions;
- ------- (I) fiduciary transactions;
- ------- (J) claims and litigation;
- ------- (K) family maintenance;
- ------- (L) benefits from military service;
- ------- (M) records, reports, and statements;
xxx
- ------- (N) all of the powers listed in (A) through (M) above
and all other matters.
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SECOND: (You must indicate below whether or not this power of attorney
will be effective if you become incapacitated or incompetent. Make a check or
"x" on the line in front of the statement that expresses your intent.)
xxx
- ------- This power of attorney shall continue to be effective if I become
incapacitated or incompetent.
- ------- This power of attorney shall not be effective if I become
incapacitated or incompetent.
THIRD: (You must indicate below whether or not this power of attorney
authorizes the attorney-in-fact to transfer your property to the
attorney-in-fact. Make a check or "x" on the line in front of the statement
that expresses your intent.)
- ------- This power of attorney authorizes the attorney-in-fact to transfer my
property to the attorney-in-fact.
xxx
- ------- This power of attorney does not authorize the attorney-in-fact to
transfer my property to the attorney-in-fact.
FOURTH: (You may indicate below whether or not the attorney-in-fact is
required to make an accounting. Make a check or "x" on the line in front of the
statement that expresses your intent.)(optional)
- ------- My attorney-in-fact need not render an accounting unless I request it
or the accounting is otherwise required by Minnesota Statutes
Section 523.21.
xxx
- ------- My attorney-in-fact must render annual accountings to me
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(Monthly, Quarterly, Annual)
or Christopher R. Ljungkull, 3716 Washburn Avenue South, Minneapolis,
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MN 55410
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(Name and Address)
during my lifetime, and a final accounting to the personal
representative of my estate, if any is appointed, after my death.
In Witness Whereof I have hereunto signed my name this 4th day of August, 1997.
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/s/ Robin A. Moles
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(Signature of Principal)
ACKNOWLEDGMENT OF PRINCIPAL
STATE OF MINNESOTA )
) ss.
COUNTY OF ---------------- )
The foregoing instrument was acknowledged before me this 4th day of August,
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1997, by Robin A. Moles.
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(Insert Name of Principal)
NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK)
[SEAL] /s/ Eric C. Thayer
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SIGNATURE OF NOTARY PUBLIC OR OTHER OFFICIAL
Specimen Signature of Attorney(s)-in-Fact
(Notarization not required)
/s/ Darla L. Keller
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----------------------------
THIS INSTRUMENT WAS DRAFTED BY (NAME AND ADDRESS):
Darla L. Keller
Dellwood Financial Services Company
105 South Fifth Street, Suite 712
Minneapolis, MN 55402-1251
