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