UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. ___)*
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NATIONAL RESEARCH CORPORATION
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(Name of Issuer)
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Common Stock, $.001 par value
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(Title of Class of Securities)
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637372 10 3
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(CUSIP Number)
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March 31, 2009
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(Date of Event Which Requires Filing of this Statement
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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[ ] |
Rule 13d-1(b) |
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[X] |
Rule 13d-1(c) |
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[ ] |
Rule 13d-1(d) |
* |
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 the disclosures provided in a
prior cover page. |
The information required in 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).
(Continued on following page(s))
Page 1 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffery T. Peetz, as Special Holdings Direction Adviser under the Michael D. Hays 2009 Two-Year GRAT Agreement dated March 9, 2009
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ] (b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
500,000
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
500,000
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trust created under the Michael D. Hays 2009 Two-Year GRAT Agreement dated March 9, 2009
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ] (b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
500,000
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
500,000
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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Page 3 of 7 Pages
Item 1(a). |
Name
of Issuer: |
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National
Research Corporation |
Item 1(b). |
Address
of Issuer’s Principal Executive Offices: |
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1245
“Q” Street Lincoln, Nebraska 68508 |
Item 2(a). |
Name
of Person Filing: |
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The
persons filing this Schedule 13G are: (i) Jeffery T. Peetz, as Special Holdings Direction
Adviser (the “Adviser”) under the Michael D. Hays 2009 Two-Year GRAT Agreement
dated March 9, 2009 (the “Trust Agreement”); and (ii) the Trust created under
the Trust Agreement (the “GRAT”). |
Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
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(i) |
The
Adviser: Woods & Aitken LLP, 301 South 13th Street, Suite 500,
Lincoln, NE 68508 |
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(ii) |
The
GRAT: 1245 “Q” Street, Lincoln, Nebraska 68508 |
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(i) |
The
Adviser is a United States citizen. |
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(ii) |
The
GRAT is governed by the laws of the State of Delaware. |
Item 2(d). |
Title
of Class of Securities: |
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Common
Stock, $.001 par value |
Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: Not Applicable |
Page 4 of 7 Pages
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(a) |
Amount
Beneficially Owned: 500,000 |
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(b) |
Percent
of Class: 7.5% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 500,000 |
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(ii) |
shared
power to vote or to direct the vote: 0 |
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(iii) |
sole
power to dispose or to direct the disposition of: 500,000 |
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(iv) |
shared
power to dispose or to direct the disposition of: 0 |
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(a) |
Amount
Beneficially Owned: 500,000 |
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(b) |
Percent
of Class: 7.5% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 500,000 |
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(ii) |
shared
power to vote or to direct the vote: 0 |
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(iii) |
sole
power to dispose or to direct the disposition of: 500,000 |
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(iv) |
shared
power to dispose or to direct the disposition of: 0 |
Item 5. |
Ownership
of Five Percent or Less of a Class. |
Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Item 8. |
Identification
and Classification of Members of the Group. |
Page 5 of 7 Pages
Item 9. |
Notice
of Dissolution of Group. |
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By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect. |
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.
Date: April 7, 2009
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/s/ Jeffery T. Peetz |
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Jeffery T. Peetz, as the Special |
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Holdings Direction Advisor |
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THE TRUST CREATED UNDER THE MICHAEL D. HAYS 2009 TWO-YEAR GRAT |
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AGREEMENT DATED MARCH 9, 2009 |
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By: /s/ Jeffery T. Peetz |
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Jeffery T. Peetz |
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Special Holdings Direction Adviser |
Page 6 of 7 Pages
EXHIBIT 1
AGREEMENT
dated as of April 7, 2009 by and among Jeffery T. Peetz, as the Special Holdings Direction
Adviser (the “Adviser”), a citizen of the United States, and the Trust created
under the Michael D. Hays 2009 Two-Year GRAT Agreement dated March 9, 2009 (the
“GRAT”).
WHEREAS,
in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the
“Act”), only one such statement need be filed whenever two or more persons are
required to file a statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such statement is filed on
behalf of each of them.
NOW,
THEREFORE, in consideration of the premises and mutual agreements herein contained, the
parties hereto agree as follows:
The
Adviser and the GRAT, hereby agree, in accordance with Rule 13d-1(k) under the Act, to
file one Statement on Schedule 13G relating to their ownership of the Common Stock of
National Research Corporation, and hereby further agree that said Statement shall be filed
on behalf of the Adviser and the GRAT. Nothing herein shall be deemed to be an admission
that the parties hereto, or any of them, are members of a “group” (within the
meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to
any securities of National Research Corporation.
IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first written
above.
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/s/ Jeffery T. Peetz |
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Jeffery T. Peetz, as the Special |
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Holdings Direction Advisor |
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THE TRUST CREATED UNDER THE MICHAEL D. HAYS 2009 TWO-YEAR GRAT |
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AGREEMENT DATED MARCH 9, 2009 |
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By: /s/ Jeffery T. Peetz |
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Jeffery T. Peetz |
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Special Holdings Direction Adviser |
Page 7 of 7 Pages