0000950137-01-503694.txt : 20011009
0000950137-01-503694.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950137-01-503694
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20010924
GROUP MEMBERS: GERALD E. BROWN
GROUP MEMBERS: JAMES J. KAMP
GROUP MEMBERS: NOLA D. CALL
GROUP MEMBERS: PAUL R. HOLZHUETER
GROUP MEMBERS: RALPH I. CALL
GROUP MEMBERS: ROBERT L. RING
GROUP MEMBERS: STEVEN A. FRALEY
GROUP MEMBERS: THOMPSON H. DAVIS
GROUP MEMBERS: VALERIE HOLZHUETER
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: WINLAND ELECTRONICS INC
CENTRAL INDEX KEY: 0000749935
STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823]
IRS NUMBER: 410992135
STATE OF INCORPORATION: MN
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-41503
FILM NUMBER: 1743761
BUSINESS ADDRESS:
STREET 1: 1950 EXCEL DR
CITY: MANKATO
STATE: MN
ZIP: 56001
BUSINESS PHONE: 5076257231
MAIL ADDRESS:
STREET 1: 1950 EXCEL DRIVE
CITY: MANKATO
STATE: MN
ZIP: 56001
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DYNA TECHNOLOGY INC
CENTRAL INDEX KEY: 0001102226
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 411854537
STATE OF INCORPORATION: UT
FISCAL YEAR END: 0101
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 225 SOUTH CORDOVA AVENUE
CITY: LECENTER
STATE: MN
ZIP: 56057
BUSINESS PHONE: 5053576821
MAIL ADDRESS:
STREET 1: 225 SOUTH CORDOVA AVENUE
CITY: LECENTER
STATE: MN
ZIP: 56057
SC 13D/A
1
c65118a3sc13da.txt
AMENDMENT #3 TO SCHEDULE 13D
1
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*(1)
Winland Electronics, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Winland Electronics, Inc. Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
974241 10 1
--------------------------------------------------------------------------------
(CUSIP Number)
ATTN: Ralph I. Call
Dyna Technology, Inc.
225 South Cordova Avenue
LeCenter, MN 56057
(507) 357-6821
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 21, 2001
--------------------------------------------------------------------------------
(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 ss240.13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
ss240.13d-7(b) for other parties to whom copies are to be sent.
*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).
---------------
(1) As to Dyna Technology, Inc., Ralph I. Call and Nola D. Call, this
filing is the third amendment to the original Schedule 13D filed on
November 22, 2000. As to Steven A. Fraley and Paul R. Holzhueter, and
Valerie Holzhueter, this is the second amendment to the Schedule 13D file
on March 19, 2001 and is a final filing. This is the second amendment to
Schedule 13D filed on March 19, 2001 with respect to all other Reporting
Persons.
2
CUSIP NO. 974241 10 1 13D PAGE 2 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Dyna Technology, Inc.
41-1854537
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC, (This Reporting Person's beneficial interest in the shares as disclosed
in parts 7, 8, 9 and 10 below were purchased with Dyna Technology, Inc.
working capital.)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of Utah
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
404,800
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
404,800
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
404,800
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
404,800
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
3
CUSIP NO. 974241 10 1 13D PAGE 3 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Ralph I. Call
N/A
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO, AF (This Reporting Person's beneficial interest in the shares as
disclosed in parts 8 and 10 below were purchased with Dyna Technology, Inc.
working capital.)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
404,800
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
404,800
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
4
CUSIP NO. 974241 10 1 13D PAGE 4 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Nola D. Call
N/A
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
404,800
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
404,800
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
5
CUSIP NO. 974241 10 1 13D PAGE 5 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Gerald E. Brown
NA
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO (This Reporting Person's beneficial interest in the shares as disclosed
in parts 8 and 10 below were purchased with Dyna Technology, Inc. working
capital.)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
404,800
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
404,800
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
6
CUSIP NO. 974241 10 1 13D PAGE 6 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Thompson H. Davis
NA
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO (This Reporting Person's beneficial interest in the shares as disclosed
in parts 8 and 10 below were purchased with Dyna Technology, Inc. working
capital.)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
404,800
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
404,800
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
7
CUSIP NO. 974241 10 1 13D PAGE 7 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Steven A. Fraley
NA
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
00.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
8
CUSIP NO. 974241 10 1 13D PAGE 8 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Paul R. Holzhueter
NA
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF, PF, BK, (This Reporting Person's beneficial interest in the shares as
disclosed in parts 8 and 10 below were purchased with personal and bank
funds of Paul R. Holzhueter and Valerie Holzhueter.)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
85,100
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
85,100
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,100
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
9
CUSIP NO. 974241 10 1 13D PAGE 9 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Valerie Holzhueter
NA
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF, BK
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
85,100
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
85,100
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,100
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
10
CUSIP NO. 974241 10 1 13D PAGE 10 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
James J. Kamp
NA
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO (This Reporting Person's beneficial interest in the shares as disclosed
in parts 8 and 10 below were purchased with Dyna Technology, Inc. working
capital.)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
404,800
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
404,800
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
11
CUSIP NO. 974241 10 1 13D PAGE 11 OF 32 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Robert L. Ring
NA
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO (This Reporting Person's beneficial interest in the shares as disclosed
in parts 8 and 10 below were purchased with Dyna Technology, Inc. working
capital.)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
404,800
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
404,800
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
12
ITEM 1.
(a) Name of Issuer: Winland Electronics, Inc.
(b) Address of Issuer's Principal Executive Offices: 1950 Excel
Drive, Mankato, MN 56001
ITEM 2.
i. (a) Name of Person Filing: Dyna Technology, Inc., a Utah Corporation
(b) Business Address: 225 South Cordova Avenue, LeCenter, MN 56057
(c) Occupation: N/A
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: N/A
ii. (a) Name of Person Filing: Ralph I. Call
(b) Address: 585 Canyon Road, Providence, Utah 84332
(c) Occupation: President, Dyna Technology, Inc. (Item 2i above)
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
iii. (a) Name of Person Filing: Nola D. Call
(b) Address: 585 Canyon Road, Providence, Utah 84332
(c) Occupation: N/A
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
iv. (a) Name of Person Filing: Gerald E. Brown
(b) Address: 2707 N. 1008 Street, Suite 100, Omaha, NE 68164
(c) Occupation: President, American HealthNet, Inc., 2707 N. 108th Street,
Omaha, NE 68164
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
v. (a) Name of Person Filing: Thompson H. Davis
(b) Address: 8089 Deer Creek Road, Salt Lake City, UT 84121
(c) Occupation: Pilot, Delta Airlines, Salt Lake City Int'l Airport,
Salt Lake City, UT 84121
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
vi. (a) Name of Person Filing: Steven A. Fraley
(b) Address: 225 South Cordova Ave., LeCenter, MN 56057
(c) Occupation: Vice-President and Chief Financial Officer, Winco, Inc.,
225 South Cordova Ave., LeCenter, MN 56057
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
Page 12 of 32
13
vii. (a) Name of Person Filing: Paul R. Holzhueter
(b) Address: 101 North Second Street, Suite 110, Mankato, MN 56001
(c) Occupation: Director of Business Development, Malt-O-Meal Company,
701 West 5th Street, Northfield, MN 55057
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
viii. (a) Name of Person Filing: Valerie Holzhueter
(b) Address: 1585 Sherwood Drive, North Mankato, MN 56003
(c) Occupation: N/A
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
ix. (a) Name of Person Filing: James J. Kamp
(b) Address: 7580 Quattro Drive, Chanhassen, MN 55317
(c) Occupation: Chief Financial Officer, Peripheral Technology Group;
Controller, Innovative Marketing Solutions,
7580 Quattro Drive, Chanhassen, MN 55317
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
x. (a) Name of Person Filing: Robert L. Ring
(b) Address: P.O. Box 4067, Wichita, KS 67204
(c) Occupation: Independent Business Consultant
(d) Criminal Proceedings: None
(e) Civil Securities Proceedings: None
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As to Dyna Technology, Inc.: The beneficial interest of Dyna
Technology, Inc. in the shares disclosed
in Item 5 below were purchased with Dyna
Technology, Inc. working capital.
As to Ralph I. Call: Mr. Call's beneficial interest in the
shares as disclosed in Item 5 below were
purchased with Dyna Technology, Inc.
working capital.
As to Nola D. Call: Mrs. Call's beneficial interest in the
shares as disclosed in Item 5 below were
purchased with Dyna Technology, Inc.
working capital. Mrs. Call disclaims any
beneficial interest in the shares held
by members of the Shareholders'
Protective Committee other than those
beneficially owned by Mr. Call.
As to Gerald E. Brown: Mr. Brown's beneficial interest in the
shares as disclosed in Item 5 below were
purchased with Dyna Technology, Inc.
working capital.
Page 13 of 32
14
As to Thompson H. Davis: Mr. Davis's beneficial interest in the
shares as disclosed in Item 5 below were
purchased with Dyna Technology, Inc.
working capital.
As to Steven A. Fraley: Mr. Fraley terminated his affiliation
with the Shareholder's Protective
Committee effective September 21, 2001
and accordingly disclaims any beneficial
interest in the shares held by any
remaining member of the Shareholder's
Protective Committee.
As to Paul R. Holzhueter: Mr. Holzhueter terminated his
affiliation with the Shareholder's
Protective Committee effective September
10, 2001 and accordingly disclaims any
beneficial interest in the shares held
by any remaining member of the
Shareholder's Protective Committee. Mr.
Holzhueter's beneficial interest in the
shares as disclosed in Item 5 below were
purchased with the personal and bank
funds of Paul R. Holzhueter and Valerie
Holzhueter. All bank loans were borrowed
from a commercial lending institution
upon arms-length terms. As of the date
of this filing, all such funds have been
repaid.
As to Valerie Holzhueter: Mrs. Holzhueter disclaims any beneficial
interest in the shares held by members
of the Shareholders' Protective
Committee other than those beneficially
owned by Mr. Holzhueter. Mrs.
Holzhueter's beneficial interest in the
shares as disclosed in Item 5 below were
obtained with the personal and bank
funds of Paul R. Holzhueter and Valerie
Holzhueter. All bank loans were borrowed
from a commercial lending institution
upon arms-length terms. As of the date
of this filing, all such funds have been
repaid.
As to James J. Kamp: Mr. Kamp's beneficial interest in the
shares as disclosed in Item 5 below were
purchased with Dyna Technology, Inc.
working capital.
As to Robert L. Ring: Mr. Ring's beneficial interest in the
shares as disclosed in Item 5 below were
purchased with Dyna Technology, Inc.
working capital.
ITEM 4. PURPOSE OF TRANSACTION
State the purpose or purposes of the acquisition of securities of the issuer.
Describe any plans or proposals which the reporting persons may have which
relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer:
Dyna Technology, Inc. intends to acquire such
additional securities of the issuer as may be
necessary to influence the election of directors to
the Board of Directors of the issuer.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of
its subsidiaries;
NONE.
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
NONE.
Page 14 of 32
15
(d) Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
The individual Reporting Persons identified in the
cover page of this Schedule 13D, with the exception
of Nola D. Call and Valerie Holzhueter, organized a
Shareholders' Protective Committee (the "Committee")
on March 15, 2001 to engage in a proxy solicitation
of shareholders of the Issuer to elect its members to
the Board of Directors of the Issuer with the effect
that the present Board of Directors of the Issuer
will be replaced by the members of the Committee.
Effective September 10, 2001, Paul R. Holzhueter
terminated his affiliation with the Committee and
hereby disclaims any beneficial interest in the
shares held by any remaining member of the Committee;
and effective September 21, 2001, Steven A. Fraley
terminated his affiliation with the Committee and
hereby disclaims any beneficial interest in the
shares held by any remaining member of the Committee.
(e) Any material change in the present capitalization or dividend
policy of the issuer;
NONE.
(f) Any other material change in the issuer's business or
corporate structure including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
NONE.
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
The individual Reporting Persons and the
Shareholders' Protective Committee no longer intend
to submit the shareholder proposals identified in
Amendment No. 2 to Schedule 13D filed March 19, 2001.
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
NONE.
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
NONE.
(j) Any action similar to any of those enumerated above.
NONE.
Page 15 of 32
16
ITEM 5.
(a) State the aggregate number and percentage of the class of
securities identified pursuant to Item 1 (which may be based on the
number of securities outstanding as contained in the most recently
available filing with the Commission by the issuer unless the filing
person has reason to believe such information is not current)
beneficially owned (identifying those shares which there is a right to
acquire) by each person named in Item 2. The above mentioned
information should also be furnished with respect to persons who,
together with any of the persons named in Item 2, comprise a group
within the meaning of Section 13(d)(3) of the Act:
Dyna Technology, Inc.: 404,800 shares/13.7% which are held by
it directly (See Item 6)
Ralph I. Call: Beneficial ownership of 404,800
shares/16.6% by reason of his directorship
and controlling interest in Dyna Technology,
Inc. and by reason of his membership in the
Shareholders' Protective Committee (See Item 6)
Nola D. Call: Beneficial ownership of 404,800 shares/
13.7% by reason of her controlling
interest in Dyna Technology, Inc.
Gerald E. Brown: Beneficial ownership of 404,800
shares/13.7% by reason of his membership
in the Shareholders' Protective
Committee (See Item 6)
Thompson H. Davis: Beneficial ownership of 404,800
shares/13.7% by reason of his membership
in the Shareholders' Protective
Committee (See Item 6)
Steven A. Fraley: Mr. Fraley terminated his affiliation with
the Shareholder's Protective Committee
effective September 21, 2001 and accordingly
disclaims any beneficial interest in the
shares held by any remaining member of the
Shareholder's Protective Committee (See Item 6)
Paul R. Holzhueter: Beneficial ownership of 85,100 shares/2.9%
beneficially owned by reason of his marriage to
Valerie Holzhueter. Mr. Holzhueter terminated his
affiliation with the Shareholder's Protective
Committee effective September 10, 2001 and
accordingly disclaims any beneficial interest
in the Shares held by any remaining member of the
Shareholder's Protective Committee (See Item 6).
Valerie Holzhueter: 85,100 shares/ 2.9% by reason of her
marriage to Paul R. Holzhueter.
Page 16 of 32
17
James J. Kamp: Beneficial ownership of 404,800
shares/13.7% by reason of his membership
in the Shareholders' Protective
Committee (See Item 6).
Robert L. Ring: Beneficial ownership of 404,800
shares/13.7% by reason of his membership
in the Shareholders' Protective
Committee (See Item 6).
All Reporting Persons, Aggregated: 489,900/16.6%.
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or to
direct the disposition. Provide the applicable information required by
Item 2 with respect to each person with whom the power to vote or to
direct the vote or to dispose or direct the disposition is shared:
Dyna Technology, Inc.: Sole Power to Vote: 404,800
Shared Power to Vote: 404,800
Sole Power to Dispose: 404,800
Shared Power to Dispose: 404,800
Ralph I. Call: Sole Power to Vote: -0-
Shared Power to Vote: 404,800
Sole Power to Dispose: -0-
Shared Power to Dispose: 404,800
Nola D. Call: Sole Power to Vote: -0-
Shared Power to Vote: 404,800
Sole Power to Dispose: -0-
Shared Power to Dispose: 404,800
Gerald E. Brown: Sole Power to Vote: -0-
Shared Power to Vote: 404,800
Sole Power to Dispose: -0-
Shared Power to Dispose: 404,800
Thompson H. Davis: Sole Power to Vote: -0-
Shared Power to Vote: 404,800
Sole Power to Dispose: -0-
Shared Power to Dispose: 404,800
Steven A. Fraley: Sole Power to Vote: -0-
Shared Power to Vote: -0-
Sole Power to Dispose: -0-
Shared Power to Dispose: -0-
Paul R. Holzhueter: Sole Power to Vote: -0-
Shared Power to Vote: 85,100
Sole Power to Dispose: -0-
Shared Power to Dispose: 85,100
Page 17 of 32
18
Valerie Holzhueter: Sole Power to Vote: -0-
Shared Power to Vote: 85,100
Sole Power to Dispose: -0-
Shared Power to Dispose: 85,100
James J. Kamp: Sole Power to Vote: -0-
Shared Power to Vote: 404,800
Sole Power to Dispose: -0-
Shared Power to Dispose: 404,800
Robert L. Ring: Sole Power to Vote: -0-
Shared Power to Vote: 404,800
Sole Power to Dispose: -0-
Shared Power to Dispose: 404,800
(c) Describe any transactions in the class of securities reported on
that were effected during the past sixty days or since the most recent
filing of Schedule 13D (ss.240.13d-191), whichever is less, by the
persons named in response to paragraph (a).
NONE
Instruction. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the identity of
the person covered by Item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved; (4) the
price per share or unit; and (5) where and how the transaction was
effected.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than
five percent of the class, such person should be identified. A listing
of the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person
ceased to be the beneficial owner of more than five percent of
the class of securities.
N/A
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
Page 18 of 32
19
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer,
including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies, naming the persons with whom such
contracts, arrangements, understandings or relationships have been
entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of
which would give another person voting power or investment power over
such securities except that disclosure of standard default and similar
provisions contained in loan agreements need not be included.
The sole stockholders of Dyna Technology, Inc. are Ralph I. Call and
Nola D. Call, 585 Canyon Road, Providence, UT 84332. Mr. Call is also
the President and Chief Executive Officer of Dyna Technology, Inc. and
serves on its Board of Directors. Steven A. Fraley is the
Vice-President and Secretary-Treasurer of Dyna Technology, Inc. and
serves on its Board of Directors.
The individual Reporting Persons identified in the cover page of this
Schedule 13D, with the exception of Nola D. Call and Valerie
Holzhueter, organized a Shareholders' Protective Committee (the
"Committee") on March 15, 2001 to engage in a proxy solicitation of
shareholders of the Issuer to elect its members to the Board of
Directors of the Issuer with the effect that the present Board of
Directors of the Issuer will be replaced by the members of the
Committee. The Committee was organized pursuant to the terms of the
Shareholders' Protective Committee Letter Agreement dated March 15,
2001 (the "Agreement"). Under the terms of the Agreement, Ralph I. Call
and Dyna Technology, Inc. have agreed to pay out-of pocket costs
incurred by the members of the Committee in connection with their
services on and to the Committee, and have further agreed to indemnify
each member of the Committee from and against any and all costs and
liabilities (excluding actions resulting from the bad faith, willful
misconduct or gross negligence of such member) the members may become
subject to based upon or arising out of the members' actions related to
the proxy solicitation of shareholders of the Issuer.
Effective September 10, 2001, Paul R. Holzhueter terminated his
affiliation with the Shareholder's Protective Committee pursuant to the
terms and conditions of that certain Termination Agreement effective
September 10, 2001. Effective September 21, 2001, Steven A. Fraley
terminated his affiliation with the Shareholder's Protective Committee
pursuant to the terms and conditions of that certain Termination
Agreement effective September 21, 2001. The Shareholder's Protective
Committee now consists of Ralph I. Call, Gerald E. Brown, Thompson H.
Davis, James J. Kamp and Robert L. Ring.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by
ss.240.13d-1(k) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to: (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3;
(2) the acquisition of issuer control, liquidation, sale of assets,
merger, or change in business or corporate structure or any other
matter as disclosed in Item 4; and (3) the transfer or voting of the
securities, finder's fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.
Exhibit 7.1: Shareholders' Protective Committee Letter
Agreement dated March 15, 2001, incorporated
by reference to Exhibit 7.1 to Amendment No. 2
to Schedule 13D filed March 19, 2001.
Exhibit 7.2: Notice of Shareholder Nominees and Business
Proposals; Demand for Shareholder List,
incorporated by reference to Exhibit 7.2 to
Amendment No. 2 to Schedule 13D filed March 19,
2001.
Exhibit 7.3: Termination Agreement, terminating Paul R.
Holzhueter's affiliation with the Shareholders'
Protective Committee, effective September 10,
2001 (attached).
Exhibit 7.4: Termination Agreement, terminating Steven A.
Fraley's affiliation with the Shareholders'
Protective Committee, effective September 21,
2001 (attached).
Exhibit 7.5: Notice of Nominees for Vacant Seats on Board
of Directors and Notice of Shareholder Nominees
and Demand for Shareholder List dated September
21, 2001 (attached).
Page 19 of 32
20
SIGNATURES
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.
September 21, 2001
---------------------------
Date
Dyna Technology, Inc.
By: /s/ Ralph I. Call
------------------------------
Signature
Ralph I. Call Its: President
-------------------------------------
Name/Title
By: /s/ Ralph I. Call
------------------------------
Signature
Ralph I. Call, Director, President and
controlling stockholder of Dyna Technology,
Inc. and member of Shareholders' Protective
Committee
--------------------------------------------
Name/Title
By: /s/ Nola D. Call
------------------------------
Signature
Nola D. Call, controlling stockholder of
Dyna Technology, Inc.
--------------------------------------------
Name/Title
By: /s/ Gerald E. Brown
------------------------------
Signature
Gerald E. Brown, member of Shareholders'
Protective Committee
--------------------------------------------
Name/Title
By: /s/ Thompson H. Davis
------------------------------
Signature
Thompson H. Davis, member of Shareholders'
Protective Committee
--------------------------------------------
Name/Title
Page 20 of 32
21
By: /s/ Steven A. Fraley
------------------------------
Signature
Steven A. Fraley, Director, Vice-President
and Secretary-Treasurer of Dyna Technology,
Inc.
--------------------------------------------
Name/Title
By: /s/ Paul R. Holzhueter
------------------------------
Signature
Paul R. Holzhueter
--------------------------------------------
Name/Title
By: /s/ Valerie Holzhueter
------------------------------
Signature
Valerie Holzhueter, Shareholder
--------------------------------------------
Name/Title
By: /s/ James J. Kamp
------------------------------
Signature
James J. Kamp, member of Shareholders'
Protective Committee
--------------------------------------------
Name/Title
By: /s/ Robert L. Ring
------------------------------
Signature
Robert L. Ring, member of Shareholders'
Protective Committee
--------------------------------------------
Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001)
Page 21 of 32
EX-7.3
3
c65118a3ex7-3.txt
TERMINATION AGREEMENT - PAUL R. HOLZHUETER'S
1
EXHIBIT 7.3
TERMINATION AGREEMENT
This Termination Agreement is made between Paul R. Holzhueter (herein
"Holzhueter"), and Ralph I. Call, Director, President and controlling
stockholder of Dyna Technology, Inc., and chairman of Shareholders' Protective
Committee regarding Winland Electronics, Inc. ("Winland").
RECITALS
The parties declare:
A. Holzhueter and Call entered into a Shareholders' Protective
Committee Letter Agreement dated as of March 15, 2001 ( the "Letter Agreement")
regarding Winland.
B. The parties desire to terminate and cancel the Letter Agreement and
to release each other from their respective obligations thereunder.
In consideration of the mutual covenants contained herein, receipt and
sufficiency of which are mutually acknowledged, the parties agree as follows:
AGREEMENT
1. The Letter Agreement is terminated effective as of the date of the
latest Consent signator to this Termination Agreement, subject to the terms and
conditions set forth below.
2. Holzhueter and Call are released from their respective obligations
to observe the terms and conditions of the Letter Agreement.
3. Neither party has any claim for loss, damage, counsel fee or other
liability against the other party, the same being hereby mutually waived and
released.
4. Holzhueter is free to accept election to the Board of Directors of
Winland without any restriction, commitment or liability to Call, Dyna
Technology, Inc., or the Shareholders' Protective Committee other than the usual
fiduciary duty of a director to Winland and its shareholders (if and when
Holzhueter becomes a director of Winland).
5. Holzhueter is free to vote his shares in Winland in all matters as
he sees fit, without any restriction, commitment or liability to Call, Dyna
Technology, Inc., or the Shareholders' Protective Committee.
6. The parties agree to cooperate with each other to effect necessary
amendments to and filing of Form 3 and Schedule 13D with the United States
Securities and Exchange Commission.
7. All of the terms and conditions of this Termination Agreement shall
be binding on and inure to the benefit of the parties, and their respective
heirs, legatees, devisees, legal representatives, successors and assigns of the
parties.
8. This Termination Agreement shall be governed by the laws of the
State of Minnesota.
9. This Termination Agreement may be executed in one or more
counterparts, each of which shall constitute an original but all of which shall
constitute one and the same document. For purposes of the Consent, a fax
signature shall be deemed an original signature.
Page 22 of 32
2
In witness, each party to this Termination Agreement has caused it to
be executed at Mankato, Minnesota, effective as of the date hereinabove stated.
Date: 9/4, 2001 /s/ Paul R. Holzhueter
------------------------ -----------------------------------------
Paul R. Holzhueter
Date: 9/8, 2001 /s/ Ralph I. Call
------------------------ -----------------------------------------
Ralph I. Call, individually, and as
Director, President and controlling
stockholder of Dyna Technology, Inc.,
and as Chairman of Shareholders'
Protective Committee for Winland
Electronics, Inc.
CONSENT
Each of the undersigned hereby consents to the terms and conditions of
the foregoing Termination Agreement and execution and delivery thereof by the
parties thereto.
Date: Sept. 6, 2001 /s/ James J. Kamp
------------------------ -----------------------------------------
James J. Kamp
Date: 9/9, 2001 /s/ T.H. Davis
------------------------ -----------------------------------------
Thompson H. Davis
Date: 9-10, 2001 /s/ Robert L. Ring
------------------------ -----------------------------------------
Robert L. Ring
Date: September 7, 2001 /s/ Gerry Brown
------------------------ -----------------------------------------
Gerald E. Brown
Date: 9/6, 2001 /s/ Steven A. Fraley
------------------------ -----------------------------------------
Steven A. Fraley
Page 23 of 32
EX-7.4
4
c65118a3ex7-4.txt
TERMINATION AGREEMENT - STEVEN A. FRALEY'S
1
EXHIBIT 7.4
TERMINATION AGREEMENT
This Termination Agreement is made between Steven A. Fraley (herein
"Fraley"), and Ralph I. Call, Director, President and controlling stockholder of
Dyna Technology, Inc., and chairman of Shareholders' Protective Committee
regarding Winland Electronics, Inc. ("Winland").
RECITALS
The parties declare:
A. Fraley and Call entered into a Shareholders' Protective Committee
Letter Agreement dated as of March 15, 2001 ( the "Letter Agreement") regarding
Winland.
B. The parties desire to terminate and cancel the Letter Agreement and
to release each other from their respective obligations thereunder.
In consideration of the mutual covenants contained herein, receipt and
sufficiency of which are mutually acknowledged, the parties agree as follows:
AGREEMENT
1. The Letter Agreement is terminated effective as of the date of the
latest Consent signator to this Termination Agreement, subject to the terms and
conditions set forth below.
2. Fraley and Call are released from their respective obligations to
observe the terms and conditions of the Letter Agreement.
3. Neither party has any claim for loss, damage, counsel fee or other
liability against the other party, the same being hereby mutually waived and
released.
4. The parties agree to cooperate with each other to effect necessary
amendments to and filing of Form 3 and Schedule 13D with the United States
Securities and Exchange Commission.
5. All of the terms and conditions of this Termination Agreement shall
be binding on and inure to the benefit of the parties, and their respective
heirs, legatees, devisees, legal representatives, successors and assigns of the
parties.
6. This Termination Agreement shall be governed by the laws of the
State of Minnesota.
7. This Termination Agreement may be executed in one or more
counterparts, each of which shall constitute an original but all of which shall
constitute one and the same document. For purposes of the Consent, a fax
signature shall be deemed an original signature.
Page 24 of 32
2
In witness, each party to this Termination Agreement has caused it to
be executed at Mankato, Minnesota, effective as of the date hereinabove stated.
Date: September 20, 2001 /s/ Steven A. Fraley
------------------------ -----------------------------------------
Steven A. Fraley
Date: 9-19, 2001 /s/ Ralph I. Call
------------------------ -----------------------------------------
Ralph I. Call, individually, and as
Director, President and controlling
stockholder of Dyna Technology, Inc.,
and as Chairman of Shareholders'
Protective Committee for Winland
Electronics, Inc.
CONSENT
Each of the undersigned hereby consents to the terms and conditions of
the foregoing Termination Agreement and execution and delivery thereof by the
parties thereto.
Date: Sept. 20, 2001 /s/ James J. Kamp
------------------------ -----------------------------------------
James J. Kamp
Date: , 2001 /s/ Thompson H. Davis
------------------------ -----------------------------------------
Thompson H. Davis
Date: 9/20, 2001 /s/ Robert L. Ring
------------------------ -----------------------------------------
Robert L. Ring
Date: 9/21, 2001 /s/ Gerry Brown
------------------------ -----------------------------------------
Gerald E. Brown
Page 25 of 32
EX-7.5
5
c65118a3ex7-5.txt
NOTICE OF NOMINEES FOR VACANT SEATS
1
EXHIBIT 7.5
DYNA TECHNOLOGY, INC.
225 SOUTH CORDOVA AVENUE
LECENTER, MN 56057
September 21, 2001
Winland Electronics, Inc.
Attn. Secretary
1950 Excel Drive
Mankato, MN 56001
RE: NOTICE OF NOMINEES FOR VACANT SEATS ON BOARD OF DIRECTORS;
Notice of Shareholder Nominees;
DEMAND FOR SHAREHOLDER LIST
Dear Mr. or Madam Secretary:
I. NOTICE OF NOMINEES FOR VACANT SEATS ON BOARD OF DIRECTORS
Dyna Technology, Inc., with its business offices at 225 South Cordova Ave.,
LeCenter, MN 56057 is the single largest shareholder of Winland Electronics,
Inc. ("Winland" or the "Company"). At the present time, there are two or more
vacant seats on the Board of Directors of the Company, and we propose the
nominees set forth below for consideration by the Company's Nomination
Committee. We understand that pursuant to materials previously published by the
Company, the Nomination Committee is bound to consider each of the candidates
proposed, all of whom have broad training and experience in their chosen fields
and all of whom have achieved distinction in their activities:
Ralph I. Call, same address as Dyna Technology
Gerald E. Brown, 2619 North 160th St., Omaha, NE 68116
Robert L. Ring, P.O. Box 4067, Wichita, KS 67204.
II. NOTICE OF SHAREHOLDER NOMINEES
Furthermore, and pursuant to Article 2, Section 2.2, of the Amended and Restated
Bylaws of the Company, effective as of March 5, 2001, notice of the undersigned
shareholder's intent to make nominations for the election of directors at the
Company's 2001 Annual Meeting (the "Annual Meeting") is hereby given as follows:
(i) The shareholder who intends to make the nominations is Dyna Technology, Inc.
("Dyna Technology"), 225 South Cordova Ave., LeCenter, MN 56057. The persons to
be nominated for election to Winland's Board of Directors and the business
address of their principal occupation or employment are:
Ralph I. Call, same address as Dyna Technology
James J. Kamp, 7580 Quattro Drive, Chanhassen, MN 55317
Thompson H. Davis, 8089 Deer Creek Road, Salt Lake City, UT 84121
Robert L. Ring, P.O. Box 4067, Wichita, KS 67204
Gerald E. Brown, 2619 North 160th St., Omaha, NE 68116
(ii) Dyna Technology is a holder of record of stock of the Company entitled to
vote at the Annual Meeting and, through one of its officers, intends to appear
in person or by proxy at the Meeting to nominate the persons identified above.
Page 26 of 32
2
(iii) Ralph I. Call, one of the owners of Dyna Technology, entered into an
agreement with each of the other proposed nominees and formed the Winland
Shareholders' Protective Committee which presently consists of the nominees (the
"Shareholders' Protective Committee" or the "Committee") to solicit the
shareholders of the Company to elect its members to the Winland Board of
Directors (the "Agreement"). Pursuant to the Agreement, Mr. Call has agreed to
indemnify and hold harmless each of the members of the Committee from any and
all losses, claims, damages, counsel fees and expenses (including fees and
expenses incurred in defending or investigating any such claim) and all
liabilities to which each may become subject under any statute, under common law
or otherwise relating to, based upon or arising out of such person's actions
which relate to serving on the Committee or standing for election to the Board
of Directors of the Company (except to the extent that any such loss, claim,
damage, counsel fee or liability is found in a final judgment by a court, not
subject to further appeal, to have resulted from bad faith, willful misconduct
or gross negligence on the part of an affected Committee member). Except as
specified herein, to date, there are no other arrangements or understandings
between Dyna Technology and the persons identified above.
(iv) Information Regarding Nominees. Information regarding the persons
identified above which would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
such nominees been nominated by the board of directors is as follows:
RALPH I. CALL, age 56, has been the President and Chief Executive
Officer of Dyna Technology, Inc., a Utah-based holding company, since
1996, the Chairman and Chief Executive Officer of Winco, Inc., a
Minnesota-based industrial manufacturer and wholly-owned subsidiary of
Dyna Technology, Inc., since 1992, the Chairman and Chief Executive
Officer of Winpower, Inc., a South Dakota-based industrial manufacturer
and wholly-owned subsidiary of Dyna Technology, Inc., since 1996. From
1989 to 1998, he was also the President of Winco, Inc. The business
address of Mr. Call's principal occupation/employment is 225 South
Cordova Ave., LeCenter, MN 56057. Together with his wife, Nola D. Call,
Mr. Call controls the dispositive and voting power of 404,800 shares of
Winland stock owned by Dyna Technology, Inc.
JAMES J. KAMP, age 41, has been the Chief Financial Officer of the
Peripheral Technology Group, a Minnesota-based distributor of computer
hardware and software, since 1993, and the Controller of Innovative
Marketing Solutions, a Minnesota-based fulfillment organization, since
1995. The business address of his principal occupation/employment is
7580 Quattro Drive, Chanhassen, MN 55317. Solely by reason of his
membership on the Shareholders' Protective Committee, Mr. Kamp shares
in the dispositive and voting power of 404,800 shares of Winland stock
owned by Dyna Technology, Inc. Mr. Kamp does not directly own any
shares of Winland stock.
THOMPSON H. DAVIS, age 55, has been a pilot for Delta Airlines since
1977. He has also been a real estate agent/broker since 1978 and an
owner of Colorado Business Associates, Inc., a Colorado-based
commercial real estate and property management company, since 1981. The
business address of Mr. Davis' principal occupation/employment is 8089
Deer Creek Road, Salt Lake City, UT 84121. Solely by reason of his
membership on the Shareholders' Protective Committee, Mr. Davis shares
in the dispositive and voting power of 404,800 shares of Winland stock
owned by Dyna Technology, Inc. Mr. Davis does not directly own any
shares of Winland stock.
ROBERT L. RING, age 58, has been an independent business process and
strategic planning consultant since 1994. Mr. Ring presently serves as
a director for a number of privately held companies, including Bass
Pro, Inc. and Fiberglass Engineering, Incorporated, d/b/a Cobalt Boats.
Mr. Ring was employed by the Coleman Company for 32 years and served as
President and Chief Operating Officer of Coleman at the time of his
resignation in 1994. The business address of his principal
occupation/employment is P.O. Box 4067, Wichita, KS 67204. Solely by
reason of his membership on the Shareholders' Protective Committee, Mr.
Ring shares in the dispositive and voting power of 404,800 shares of
Winland stock owned by Dyna
Page 27 of 32
3
Technology, Inc. Mr. Ring does not directly own any shares of Winland
stock.
GERALD E. BROWN, age 53, has been the President of American HealthNet,
a Nebraska-based medical systems developer, since 1999. From 1994 to
1997, he served as Executive Vice President of the Coleman Company, a
Kansas-based manufacturer of recreational and other consumer goods.
From 1986 to 1997, Mr. Brown served in various capacities with Coleman
Powermate, a Nebraska-based affiliate of the Coleman Company and
manufacturer of portable generators, most recently as President and
Chief Executive Officer. The business address of his principal
occupation/employment is 2619 North 160th St., Omaha, NE 68116. Solely
by reason of his membership on the Shareholders' Protective Committee,
Mr. Brown shares in the dispositive and voting power of 404,800 shares
of Winland stock owned by Dyna Technology, Inc. Mr. Brown does not
directly own any shares of Winland stock.
Nominee ownership of Company Common Stock is as follows:
Nominee Number of Shares Percent of Class
------- ---------------- ----------------
Ralph I. Call 404,800(1) 13.7%
Steven A. Fraley -- --
James J. Kamp -- --
Thompson H. Davis -- --
Robert L. Ring -- --
Gerald E. Brown -- --
All Nominees as a Group(2) 404,800 13.7%
-----------------
1. Represents shares owned of record by Dyna Technology, Inc., which is
owned and controlled by Mr. Call and his spouse.
2. For purposes hereof, each of the Nominees is deemed an associate of
each of the other Nominees and of Dyna Technology.
During the two year period ended September 21, 2001, the Nominees purchased
and/or sold shares of the Company's Common Stock as follows (All purchases were
made with the particular nominee's personal funds):
Amount of WEX Purchase or Price per
Nominee Date of Transaction Shares Sold Share
------- ------------------- ------------- ----------- ---------
Dyna Technology Oct. 14, 1999 2,500 Purchase $2.00
Dyna Technology Oct. 21, 1999 17,500 Purchase $2.00
Dyna Technology Oct. 21, 1999 5,500 Purchase $2.25
Dyna Technology Oct. 21, 1999 1,000 Purchase $2.24
Dyna Technology Nov. 09, 1999 4,200 Purchase $2.25
Dyna Technology Nov. 10, 1999 5,200 Purchase $2.25
Dyna Technology Nov. 10, 1999 4,100 Purchase $2.25
Dyna Technology Nov. 11, 1999 4,600 Purchase $2.25
Dyna Technology Nov. 12, 1999 2,000 Purchase $2.25
Dyna Technology Nov. 16, 1999 900 Purchase $2.25
Dyna Technology Nov. 18, 1999 2,100 Purchase $2.25
Dyna Technology Nov. 19, 1999 200 Purchase $2.25
Dyna Technology Nov. 22, 1999 9,600 Purchase $2.25
Dyna Technology Nov. 23, 1999 1,900 Purchase $2.25
Dyna Technology Nov. 24, 1999 1,100 Purchase $2.25
Dyna Technology Nov. 29, 1999 1,100 Purchase $2.25
Dyna Technology Nov. 30, 1999 4,400 Purchase $2.25
Dyna Technology Dec. 02, 1999 500 Purchase $2.25
Dyna Technology Dec. 08, 1999 6,700 Purchase $2.25
Dyna Technology Dec. 10, 1999 17,900 Purchase $2.25
Dyna Technology Dec. 10, 1999 500 Purchase $2.19
Dyna Technology Dec. 13, 1999 8,100 Purchase $2.25
Dyna Technology Dec. 14, 1999 3,200 Purchase $2.25
Dyna Technology Dec. 14, 1999 4,000 Purchase $2.31
Dyna Technology Dec. 15, 1999 11,200 Purchase $2.375
Dyna Technology Dec. 17, 1999 9,100 Purchase $2.375
Dyna Technology Dec. 17, 1999 200 Purchase $2.31
Dyna Technology Dec. 20, 1999 1,800 Purchase $2.375
Dyna Technology Dec. 20, 1999 500 Purchase $2.31
Dyna Technology Dec. 21, 1999 1,400 Purchase $2.375
Dyna Technology Dec. 23, 1999 7,000 Purchase $2.375
Page 28 of 32
4
Dyna Technology Dec. 23, 1999 7,500 Purchase $2.25
Dyna Technology Dec. 27, 1999 500 Purchase $2.25
Dyna Technology Dec. 30, 1999 100 Purchase $2.19
Dyna Technology Dec. 30, 1999 100 Purchase $2.22
Dyna Technology Dec. 30 1999 5,000 Purchase $2.25
Dyna Technology Dec. 31, 1999 200 Purchase $2.25
Dyna Technology Jan. 3, 2000 2,600 Purchase $2.25
Dyna Technology May 3, 2000 5,800 Purchase $2.00
Dyna Technology May 5, 2000 18,200 Purchase $2.00
Dyna Technology May 24, 2000 20,000 Purchase $2.00
Dyna Technology May 24, 2000 1,000 Purchase $1.875
Dyna Technology May 26, 2000 19,000 Purchase $1.875
Dyna Technology May 31, 2000 1,000 Purchase $1.875
Dyna Technology June 1, 2000 2,000 Purchase $1.875
Dyna Technology July 27, 2000 25,400 Purchase $1.875
Dyna Technology Aug. 1, 2000 6,100 Purchase $1.875
Dyna Technology Aug. 2, 2000 5,000 Purchase $1.875
Dyna Technology Aug. 3, 2000 500 Purchase $1.875
Dyna Technology Aug. 4, 2000 1,000 Purchase $1.875
Dyna Technology Sept. 6, 2000 39,000 Purchase $1.94
Dyna Technology Sept. 7, 2000 2,500 Purchase $1.94
Dyna Technology Sept. 8, 2000 4,600 Purchase $1.94
Dyna Technology Sept. 12, 2000 200 Purchase $1.94
Dyna Technology Sept. 14, 2000 2,600 Purchase $1.94
Dyna Technology Sept. 15, 2000 3,900 Purchase $1.94
Dyna Technology Sept. 21, 2000 2,000 Purchase $1.94
Dyna Technology Sept. 22, 2000 4,200 Purchase $1.94
Dyna Technology Sept. 25, 2000 8,000 Purchase $1.94
Dyna Technology Sept. 26, 2000 500 Purchase $1.94
Dyna Technology Sept. 28, 2000 3,500 Purchase $1.94
Dyna Technology Sept. 29, 2000 8,000 Purchase $1.94
Dyna Technology Oct. 12, 2000 10,000 Purchase $1.50
Dyna Technology Oct. 13, 2000 1,500 Purchase $1.50
Dyna Technology Nov. 2, 2000 500 Purchase $1.56
Dyna Technology Nov. 3, 2000 8,000 Purchase $1.625
Dyna Technology Nov. 7, 2000 1,700 Purchase $1.625
Dyna Technology Nov. 9, 2000 1,000 Purchase $1.625
Dyna Technology Nov. 14, 2000 1,000 Purchase $1.625
Dyna Technology Nov. 16, 2000 3,000 Purchase $1.625
Dyna Technology Nov. 20, 2000 400 Purchase $1.625
Dyna Technology Dec. 5, 2000 23,000 Purchase $1.25
Dyna Technology Dec. 6, 2000 600 Purchase $1.25
Dyna Technology Dec. 21, 2000 14,700 Purchase $1.25
Dyna Technology Dec. 22, 2000 300 Purchase $1.25
Dyna Technology Dec. 26, 2000 6,000 Purchase $1.25
Dyna Technology Dec. 28, 2000 4,300 Purchase $1.25
Dyna Technology Dec. 29, 2000 4,700 Purchase $1.25
Dyna Technology Jan. 5, 2001 4,700 Purchase $1.25
Dyna Technology Jan. 9, 2001 100 Purchase $1.25
Except as set forth herein, none of the nominees or their respective
associates (i) directly or indirectly beneficially owns any securities
of the Company; (ii) has had any relationship with the Company in any
capacity other than as a shareholder; (iii) knows of any transactions,
or series of similar transactions, since the beginning of the Company's
last fiscal year, or any currently proposed transaction, or series of
similar transactions, to which the Company or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $60,000
and in which any of them or their respective affiliates had, or will
have, a direct or indirect material interest; (iv) is, or within the
past year was, a party to any contract, arrangement or understanding
with any person with respect to any securities of the Company; or (v)
has any arrangement or understanding with any person with respect to
any future employment by the Company or its known affiliates or any
future transactions to which the Company or any of its known affiliates
will or may be a party. Other than the compensation regularly paid by
the Company to its directors, the nominees will not receive any
compensation for their services as directors of the Company.
(v) Consent to Serve as Director. The consent of each nominee to serve as
director of the Company is attached as Exhibit A.
Page 29 of 32
5
III. DEMAND FOR SHAREHOLDER LIST
Pursuant to Minnesota Statutes Section 302A.461, the undersigned hereby demands
the right to inspect, itself or through its attorneys and agents, the Company's
current stock register and a current list of its shareholders and to make copies
or extracts therefrom. The undersigned is entitled to and demands as part of the
foregoing demand for inspection:
(i) a complete record or list of stockholders of the Company certified by its
transfer agent showing the name and address of each stockholder and the number
of shares of stock registered in the name of each stockholder as of the most
recent date available;
(ii) all transfer sheets showing the changes in the list of stockholders of the
Company subsequent to the date of the most recent stockholder list referred to
above which are in the possession or control of the Company or its transfer
agent from the date of the list to the conclusion of the solicitation referred
to below;
(iii) all information in the Company's possession or control, or which can be
reasonably obtained from nominees of any central certificate depository system,
any bank, broker, or any other nominees concerning the number and identity of
the actual beneficial owners of the Company's stock, including a breakdown of
any holders in the name of any securities depository or nominees, and concerning
the number and identity of employees of the Company entitled to direct the
voting of any of the Company's common stock pursuant to any employee stock plan;
(iv) all information in or which comes into the Company's possession or control
or which can reasonably be obtained from brokers, dealers, banks, clearing
agencies, or voting trustees relating to the name of the non-objecting
beneficial owners of the Company's stock ("NOBO's") in the format of a printout
in descending order balance (such information with respect to brokers and
dealers is readily available to the Company under Rule 14b-1 of the Securities
Exchange Act of 1934).
(v) a stop list(s) relating to any shares of the Company's Common Stock as of
the date of the list referred to in the first paragraph of this demand.
(vi) the information and records specified in paragraphs (i), (iii), (iv) and
(v) above as of any record date for stockholder action set by the Board of
Directors, by operation of law or otherwise.
The undersigned will bear the reasonable costs of the Company in connection with
the production of the requested information.
The purpose of this demand is to permit the undersigned to communicate with
other stockholders of the Company on matters relating to their interests as
stockholders, including communicating with such stockholders regarding a
solicitation of proxies to propose an alternate slate of nominees for election
as directors of the Company, and furnishing to such stockholders copies of the
undersigned's proxy materials.
This demand should receive your immediate attention so that all of your
stockholders will have the benefit of information concerning the solicitation to
be made by the undersigned as promptly as possible. Please advise Michael C.
Karp (507/345-1166) where and when the requested information will be available
to the designated agents of the undersigned.
The undersigned hereby designates and authorizes Mr. Karp and his partners and
employees and any other persons to be designated by them, acting together,
individually or in combination, to conduct the inspection and copying herein
demanded.
Page 30 of 32
6
Please acknowledge receipt of this notice and demand by signing the
enclosed copy hereof in the place indicated below.
Very Truly Yours,
Dyna Technology, Inc.
By: /s/ Ralph I. Call
--------------------------------------
Ralph I. Call, President
State of Utah
ss
County of Cache
Ralph I. Call, having been first duly sworn according to law, deposes
and states that he is the President of Dyna Technology, Inc. ("Dyna
Technology"), that he is duly authorized on behalf of Dyna Technology to make
the foregoing demands, designations, authorizations and representations
contained in the foregoing notice of shareholder nominees and business proposals
and demand for shareholder list, and that the facts and statements contained
herein are true and correct.
Dated this 19 day of September, 2001. /s/ Ralph I. Call
---------------------------------------
Ralph I. Call
SUBSCRIBED AND SWORN TO BEFORE ME, this 19 day of September, 2001.
/s/ Brenda Nelson
---------------------------------------
Notary Public
RECEIPT ACKNOWLEDGED:
Receipt of a signed and notarized copy of this letter on the ___ day of
September, 2001 is hereby acknowledged by:
Name:
----------------------------------
Title:
----------------------------------
Winland Electronics, Inc.
Page 31 of 32
7
EXHIBIT A
CONSENT OF NOMINEES
Each of the undersigned hereby consents to serve as a director of Winland
Electronics, Inc., if so elected. This consent may be executed in one or more
counterparts, each of which shall constitute an original but all of which shall
constitute one and the same document. For purposes of this Consent, a fax
signature shall be deemed an original signature.
Dated this 19 day of September, 2001. /s/ Ralph I. Call
---------------------------------------
Ralph I. Call
Dated this 19 day of September, 2001. /s/ James J. Kamp
---------------------------------------
James J. Kamp
Dated this 19 day of September, 2001. /s/ Thompson H. Davis
---------------------------------------
Thompson H. Davis
Dated this 19 day of September, 2001. /s/ Robert L. Ring
---------------------------------------
Robert L. Ring
Dated this 19 day of September, 2001. /s/ Gerry Brown
---------------------------------------
Gerald E. Brown
Page 32 of 32