-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JBMBFb4GoUslqpuTH/3Am3Zb7illdPVwjfWFqlvSLClrXDRYU7M8my8YYlEJ/nHI FgojD0I8PI82hwF05/0/fg== 0000895345-01-500708.txt : 20020412 0000895345-01-500708.hdr.sgml : 20020412 ACCESSION NUMBER: 0000895345-01-500708 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POHLAD JAMES O CENTRAL INDEX KEY: 0001060442 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 S SIXTH ST STREET 2: #8800 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 MAIL ADDRESS: STREET 1: 60 S SIXTH ST STREET 2: #8800 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HMN FINANCIAL INC CENTRAL INDEX KEY: 0000921183 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 411777397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46195 FILM NUMBER: 1809155 BUSINESS ADDRESS: STREET 1: 101 N BROADWAY CITY: SPRING VALLEY STATE: MN ZIP: 55975-1223 BUSINESS PHONE: 5073461100 SC 13D/A 1 cm13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* HMN Financial, Inc. - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - --------------------------------------------------------------------------- (Title of Class of Securities) 40424G108000 - --------------------------------------------------------------------------- (CUSIP Number) Craig F. Miller, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 212-859-8108 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 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 Rule 13d-l(b)(3) or (4), check the following box. |_| Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) 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). CUSIP No. 4024G109000 13D 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James O. Pohlad 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 4024G108000 13D 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert C. Pohlad 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 4024G108000 13D 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William M. Pohlad 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 4024G108000 13D 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Texas Financial Bancorporation, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION MN NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 to the Schedule 13D filed on April 24, 1998, relates to shares of common stock, $0.01 par value (the "Common Stock"), of HMN Financial, Inc., a Delaware corporation (the "Issuer"). ITEM 1. SECURITY AND ISSUER Unchanged. ITEM 2. IDENTITY AND BACKGROUND Item 2(a), (b), and (c) are amended to read as follows; (a), (b) and (c). This statement is being filed by James O. Pohlad, Robert C. Pohlad, William M. Pohlad, each an individual and a United States citizen, with his business address at 60 South Sixth Street #3800, Minneapolis, MN 55402, and by Texas Financial Bancorporation, Inc., a Minnesota corporation ("Texas Financial") (each a "Reporting Person"), with its principal office located at 60 South Sixth Street, #3800, Minneapolis, MN 55402. James O. Pohlad's principal occupation is as Executive Vice President and Director of Marquette Bancshares, Inc. Robert C. Pohlad is Vice Chairman and Chief Executive Officer of PepsiAmericas, Inc. (formerly Whitman Corporation), a Pepsi-Cola bottling company, which is located at 60 South Sixth Street, Suite 3880, Minneapolis, MN 55402. William M. Pohlad is principally employed as the President and Chief Executive Officer of the River Road Entertainment, LLC, a media production company located at 60 South Sixth Street, Suite 4050, Minneapolis, MN 55402. The principal business of Texas Financial is that of a bank holding company engaged, through subsidiaries, in the banking industry. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Unchanged. ITEM 4. PURPOSE OF TRANSACTION Unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended in its enitrety as follows; (a) James O. Pohlad, Robert C. Pohlad, William M. Pohlad and Texas Financial each owns 0 shares of Common Stock, which represents 0% of the outstanding shares of Common Stock. As a group, the Reporting Persons in the aggregate own 0 shares, which represents 0% of the outstanding shares of Common Stock. (b) Not Applicable. (c) On December 5, 2001, the Reporting Persons sold all 449,999 shares of Common Stock beneficially owned over the NASDAQ National Market for $15 per share of Common Stock. James O. Pohlad received $1,874,985 for his 124,999 shares of Common Stock, Robert C. Pohlad received $1,874,985 for his 124,999 shares of Common Stock, William M. Pohlad received $1,875,015 for his 125,001 shares of Common Stock, and Texas Financial received $1,125,000 for its 75,000 shares of Common Stock. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Unchanged. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Unchanged. 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. Date: December 7, 2001 /s/ James O. Pohlad - --------------------------- Signature James O. Pohlad Date: December 7, 2001 /s/ Robert C. Pohlad - --------------------------- Signature Robert C. Pohlad Date: December 7, 2001 /s/ William M. Pohlad - --------------------------- Signature William M. Pohlad Date: December 7, 2001 By: /s/ Jay L. Kim ---------------------- Name: Jay l. Kim Title: Vice President SCHEDULE I DIRECTORS, EXECUTIVE OFFICERS AND SHAREHOLDERS OF TEXAS FINANCIAL BANCORPORATION, INC. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors, executive officer and shareholders of Texas Financial Bancorporation, Inc. is set forth below. Directors and Executive Officers: - --------------------------------
NAME POSITION WITH TEXAS PRESENT PRINCIPAL OCCUPATION AND BUSINESS ADDRESS FINANCIAL ADDRESS Christopher E. Clouser Director Executive Vice President and 17777 Old Cutler Road Chief Marketing Officer Miami, FL 33157 Burger King Corporation 17777 Old Cutler Road Miami, FL 33157 Albert J. Colianni, Jr. Director, Executive Vice Executive Vice President and 60 South Sixth Street # 3800 President and Chief Chief Operating Officer Minneapolis, MN 55402 Operating Officer Marquette Bancshares, Inc. 60 South Sixth Street # 3800 Minneapolis, MN 55402 John H. Dasburg Director President and Chief Executive 17777 Old Cutler Road Officer Miami, FL 33157 Burger King Corporation 17777 Old Cutler Road Miami, FL 33157 Stephen J. Hemsley Director President and Chief Operating 9900 Bren Road East Officer Minnetonka, MN 55343 UnitedHealth Group 9900 Bren Road East Minnetonka, MN 55343 Thomas A. Herbst Director and Executive Vice Executive Vice President 60 South Sixth Street # 3800 President Marquette Bancshares, Inc. Minneapolis, MN 55402 60 South Sixth Street # 3800 Minneapolis, MN 55402 Jay L. Kim Senior Vice President Senior Vice President and 60 South Sixth Street # 3700 General Counsel Minneapolis, MN 55402 Marquette Bancshares, Inc. 60 South Sixth Street # 3700 Minneapolis, MN 55402 William P. McKnight Senior Vice President Senior Vice President 1650 West 82nd Street #800 Marquette Bancshares, Inc. Bloomington, NM 55431 60 South Sixth Street # 3800 Minneapolis, MN 55402 Janice Ozzello Wilcox Senior Vice President and Senior Vice President and C.F.O. 60 South Sixth Street # 3800 Chief Financial Officer Marquette Bancshares, Inc. Minneapolis, MN 55402 60 South Sixth Street # 3800 Minneapolis, MN 55402 C.N. Papadopoulos, M.D. Director President 3939 Hartsdale Drive Delta Troy, Inc. Houston, TX 77063 3939 Hartsdale Drive Houston, TX 77063 Carl R. Pohlad Director Director and President 60 South Sixth Street #3800 Marquette Bancshares, Inc. Minneapolis, MN 55042 60 South Sixth Street #3800 Minneapolis, MN 55042 James O. Pohlad Director and President Director and Executive Vice 60 South Sixth Street # 3800 President Minneapolis, MN 55402 Marquette Bancshares, Inc. 60 South Sixth Street # 3800 Minneapolis, MN 55402
Shareholders: - ------------ Carl R. Pohlad, Trustee of Director and President 60 South Sixth Street # 3800 the Revocable Trust of Carl Marquette Bancshares, Inc. Minneapolis, MN 55402 R. Pohlad Created U/A dated 60 South Sixth Street # 3800 6/28/91, as Amended Minneapolis, MN 55402 Eloise O. Pohlad, Trustee Retired 60 South Sixth Street # 3800 of the Revocable Trust of Minneapolis, MN 55402 Eloise O. Pohlad U/A dated 6/28/91, as Amended James O. Pohlad See Schedule 13D Robert C. Pohlad See Schedule 13D William M. Pohlad See Schedule 13D
EX-99.1 3 ex1.txt Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) with respect to the common stock, par value $0.01 per share, of HMN Financial, Inc., a Delaware corporation, and that this agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 7th day of December, 2001. /s/ James O. Pohlad ------------------------------- James O. Pohlad /s/ Robert C. Pohlad ------------------------------- Robert C. Pohlad /s/ William M. Pohlad ------------------------------- William M. Pohlad Texas Financial Bancorporation, Inc. By: /s/ Jay L. Kim ----------------------- Name: Jay L. Kim Its: Vice President -----END PRIVACY-ENHANCED MESSAGE-----