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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
ND HOLDINGS, INC
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(Name of Issuer)
COMMON SHARES
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(Title of Class of Securities)
628945 10 7
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(CUSIP Number)
RICHARD BARONE
ANCORA CAPITAL INC
ONE CHAGRIN HIGHLANDS
2000 AUBURN DRIVE, SUITE 420
CLEVELAND, OHIO 44122
(216) 825-4000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
January 31, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |__|.
Check the following box if a fee is being paid with the statement |___|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(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).
SCHEDULE 13D
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CUSIP NO. 628945 10 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Barone / SS # 285-42-9172
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
NUMBER OF 250,000
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 250,000
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10 SHARED DISPOSITIVE POWER
307,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.52 %
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Amendment to Schedule 13D
Item 1. Security and Issuer
This Statement relates to the shares of Common Stock (the "Shares") of ND
Holdings, Inc. The address of Issuer's principal officers is One North Main,
Minot, ND 58703.
Item 2. Identity and Background
This Statement is filed on behalf of all persons and entities and
participants of Richard A. Barone, an individual (hereinafter "Mr. Barone"). The
aforementioned person and entities are collectively referred to herein as the
"Filing Persons". The business address of the aforementioned persons and
entities is One Chagrin Highlands, 2000 Auburn Drive, Suite 420, Cleveland, Ohio
44122.
The Filing Persons each disclaim membership in a Group as such term is
defined in Section 13(d)(3) of the Securities Exchange Act of 1934 and the Rules
and Regulations promulgated thereunder. However, because of the relationships
between and among the Filing Persons described herein, they determined to make
this filing.
Ancora Capital Inc is a holding company whereby businesses and individuals
at the address indicated above are operating. Ancora Capital Inc is a legal
entity but is not associated with Fifth Third Investment Advisors or Fifth Third
Bankcorp. Rather, Mr. Barone is doing business under the organization name of
Ancora Capital Inc. Anocra Security Inc, an entity incorporated under the laws
of the State of Nevada (hereinafter "ASI"), formerly B/D Holdings, Inc., is a
broker-dealer and a wholly owned subsidiary of Ancora Capital Inc. Mr. Barone is
the controlling shareholder of Ancora Capital Inc; an individual investor;
portfolio manager of the Fifth Third (Maxus) Multi Cap Value Fund, Fifth Third
(Maxus) Micro Cap Value Fund, and the Fifth Third (Maxus) Strategic Income Fund,
all of which are registered under the Investment Company Act of 1940; and
portfolio manager of Fifth Third Investment Advisors for privately managed
client accounts managed by Fifth Third Investment Advisors.
The Fifth Third (Maxus) Multi Cap Value Fund, Fifth Third (Maxus) Micro Cap
Value Fund, Fifth Third (Maxus) Strategic Income Fund and Fifth Third Investment
Advisors are managed by Fifth Third Bankcorp. Fifth Third Bancorp (hereinafter
"FTB"), an Ohio corporation, is a registered financial holding company and a
bank holding company. FTB provides a diversified range of banking and nonbanking
services and products. FTB's principal office is located in Cincinnati, Ohio and
its common stock is traded in the over-the-counter market through The Nasdaq
National Market under the symbol ``FITB.''
Item 3. Source and Amount of Funds or Other Consideration
ASI owns no Shares directly but ASI may be deemed to own (within the
meaning of Rule 13(d)(3) of the Securities Exchange Act of 1934) 557,500 Shares
purchased by ASI for the account of its investment clients. ASI disclaims
beneficial ownership of such Shares.
Item 4. Purpose of Transaction
The Filing Persons acquired Shares to establish investment positions in the
Issuer. The Filing Persons acquired a net total of 87,500 shares between
November 1, 2001 and January 31, 2002. Shares were purchased with prices ranging
from $0.77 to $0.92. Subject to market and business conditions and other
factors, the Filing Persons may purchase additional shares, maintain their
present ownership of shares or sell some or all of the shares.
Item 5. Interest in Securities of the Issuer
Set forth below for the Filing Persons, in the aggregate, is the number of
Shares which may be deemed to be beneficially owned as of January 31, 2002, and
the percentage of the Shares outstanding represented by such ownership (based on
6,542,740 shares outstanding):
Name: No. of Shares Percent of Class
Ancora Security Inc(1) 307,500 4.70 %
Richard Barone(2) 250,000 3.82 %
Fifth Third Mutual 0 0.00 %
Funds(3)
Fifth Third Managed 0 0.00 %
Accounts(4)
Total(5) 557,500 8.52 %
(1) These Shares are owned by investment clients of ASI who may be deemed to
beneficially own these Shares by reason of their power to dispose of such
Shares. ASI disclaims beneficial ownership of all such Shares.
(2) Shares owned directly by Mr. Barone as an individual investor and are held
at ASI.
(3) Mr. Barone owns no shares directly but, by virtue of his positions as
Portfolio Manager of the Fifth Third (Maxus) Multi Cap Value Fund, Fifth Third
(Maxus) Micro Cap Value Fund, and the Fifth Third (Maxus) Strategic Income Fund,
all of which are registered under the Investment Company Act of 1940, he may be
deemed to beneficially own 0 shares. Mr. Barone disclaims beneficial ownership
of all such Shares.
(4) Mr. Barone owns no shares directly but, by virtue of his positions as
portfolio manager of Fifth Third Investment Advisors for privately managed
client accounts managed by Fifth Third Investment Advisors, he may be deemed to
beneficially own 0 shares. Mr. Barone disclaims beneficial ownership of all such
Shares.
(5) Mr. Barone owns 250,000 shares directly but, by virtue of his position as
the controlling shareholder of Ancora Captial Inc; an individual investor;
portfolio manager of the Fifth Third (Maxus) Multi Cap Value Fund, Fifth Third
(Maxus) Micro Cap Value Fund, and the Fifth Third (Maxus) Strategic Income Fund;
and portfolio manager of Fifth Third Investment Advisors for privately managed
client accounts managed by Fifth Third Investment Advisors, he may be deemed to
beneficially own 557,500 Shares. Mr. Barone disclaims beneficial ownership of
307,500 such shares.
Item 6. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities of the Issuer.
Except as set forth in this Statement, there are no contracts,
arrangements, understanding or relationships (legal or otherwise) among the
Filing Persons or between any of the Filing Persons and any other person, with
respect to any Shares.
Item 7. Material to be Filed as Exhibits
Exhibit A Relevant Transactions in Shares.
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, compete and
correct.
Richard Barone
Date: 02/11/2002 by: /S/ Richard A. Barone
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Richard A. Barone
1 Each individual listed above is a United States citizen.
2 The business address of the Filing Persons are as follows: Richard A. Barone:
One Chagrin Highlands, 2000 Auburn Drive, Suite 420, Cleveland, Ohio 44122.
EXHIBIT A
ND Holdings Inc. (NDHI)
SECURITY CROSS REFERENCE
Date Unit
Purchased Quantity Cost
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11/08/01 5,000 0.86
11/08/01 5,000 0.86
11/08/01 2,000 0.86
11/08/01 2,500 0.86
11/28/01 3,000 0.86
12/03/01 3,000 0.81
12/03/01 3,000 0.81
12/03/01 3,000 0.81
12/06/01 5,000 0.77
12/14/01 9,000 0.80
12/21/01 8,000 0.80
12/21/01 6,000 0.80
12/28/01 2,500 0.92
12/28/01 2,500 0.90
12/28/01 2,500 0.90
12/28/01 5,000 0.90
12/28/01 3,000 0.90
12/28/01 2,000 0.90
12/28/01 5,000 0.90
12/28/01 8,000 0.90
12/28/01 3,000 0.85
01/10/02 2,500 0.85
01/10/02 3,500 0.83
01/11/02 4,500 0.85
01/11/02 3,000 0.85
01/24/02 2,500 0.87
01/24/02 2,500 0.80
01/24/02 2,500 0.80
01/31/02 2,500 0.88
01/31/02 5,000 0.88
01/31/02 2,500 0.91
01/31/02 3,000 0.88
01/31/02 5,000 0.90
01/31/02 5,000 0.91
01/31/02 5,000 0.90
01/31/02 2,500 0.90
01/31/02 2,500 0.90
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137,500
The Filing Persons had 50,000 shares moved out of the number of shares
beneficially owned with shared dispositive power between November 1, 2001
and January 31, 2002.