sc13dza


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...14.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101. Information to be Included in the Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a))

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

PepsiAmericas, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share, and associated Preferred Share Purchase Rights

(Title of Class of Securities)

71343P200

(CUSIP Number)

Michael J. Reinarts
Vice President
Starquest Securities, LLC
Suite 3900
60 South Sixth Street
Minneapolis, MN 55402
(612) 661-3700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 1, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

13D


CUSIP No.		71343P200		Page		2		of		10


1	NAMES OF REPORTING PERSONS Starquest Securities, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Minnesota

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,916,087

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			11,916,087

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,916,087

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

13D


CUSIP No.		71343P200		Page		3		of		10


1	NAMES OF REPORTING PERSONS Dakota Holdings, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Minnesota

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,916,087

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			11,916,087

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,916,087

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

13D


CUSIP No.		71343P200		Page		4		of		10


1	NAMES OF REPORTING PERSONS Pohlad Companies


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Minnesota

		7	SOLE VOTING POWER

NUMBER OF			102

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,916,087

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			102

WITH		10	SHARED DISPOSITIVE POWER

			11,916,087

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,916,189

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

13D


CUSIP No.		71343P200		Page		5		of		10

NAMES OF REPORTING PERSONS

Robert C. Pohlad

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

826,317*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

11,916,189

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

668,717**

WITH

SHARED DISPOSITIVE POWER

11,916,189

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,742,506 *

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Includes 425,392 shares of common stock purchasable pursuant to the exercise of options and 157,600 shares of common stock underlying unvested restricted stock awards, over which the reporting person has sole voting power but no dispositive power.

** Includes 425,392 shares of common stock purchasable pursuant to the exercise of options.

Explanatory Statement

Starquest Securities, LLC, a Minnesota limited liability company (“Starquest”), Dakota Holdings, LLC, a Minnesota limited liability company (“Dakota”), Pohlad Companies, a Minnesota corporation (“Pohlad Companies”), and Robert C. Pohlad (collectively, the “Reporting Persons”) hereby file this Amendment No. 2 to the Schedule 13D originally filed on January 5, 2006, and amended on February 27, 2007 with respect to their beneficial ownership of shares of common stock, par value $0.01 per share, and associated preferred share purchase rights (collectively, the “Shares”), of PepsiAmericas, Inc. (the “Company” or “PepsiAmericas”), which class of securities is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended.

This amendment is being filed to report Starquest’s intention to acquire up to $10 million of additional Shares and Starquest’s purchase, pursuant to such intention, of 200,000 Shares on February 4, 2008. This amendment also reports the additional vesting of Mr. Pohlad’s restricted stock awards and the unvested restricted stock awards over which Mr. Pohlad has voting power but no dispositive power. The Schedule 13D is hereby restated in its entirety.


Item 1.		Security and Issuer

This statement relates to the common stock, par value $0.01 per share, and associated preferred share purchase rights, of PepsiAmericas, which class of securities is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended. The Company’s address is Suite 4000, 60 South Sixth Street, Minneapolis, MN 55402.


Item 2.		Identity and Background.

(a), (b) and (c) This statement is filed on behalf of the Reporting Persons. Starquest’s members are (1) Dakota, (2) the Trust for Carl R. Pohlad Created Under the 2000 Amendment and Restatement of the Revocable Trust of Eloise O. Pohlad dated October 12, 2000, as amended and (3) the Revocable Trust No. 2 of Carl R. Pohlad Created Under Agreement Dated May 28, 1993, as Amended. Dakota holds 100% of the Class A Units of Starquest, and in combination with its Class B Units, holds a total of approximately 51.4% of the equity in Starquest. Class A Units carry the same rights as Class B Units, with the exception that Class A Units carry voting rights in Starquest. Therefore, Dakota possesses 100% of the voting rights and approximately 51.4% of the equity of Starquest. Based on Dakota’s ownership of Starquest, Dakota is the controlling member of Starquest.

Dakota’s members are (1) Pohlad Companies, (2) Robert C. Pohlad, (3) William M. Pohlad, (4) James O. Pohlad, (5) Beverage Investment, LLC, a Minnesota limited liability company (“Beverage Investment”), (6) James O. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad created under Agreement, dated December 20, 1999, (7) Robert C. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad created under Agreement, dated December 20, 1999 (the “RCP Trust Share”), and (8) William M. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad created under Agreement, dated December 20, 1999. Pohlad Companies owns approximately 73.3% of the Class A Units and approximately 73.3% of the Class B Units of Dakota. Class A Units carry the same rights as Class B Units, with the exception that Class A Units carry voting rights in Dakota. Pohlad Companies therefore possesses approximately 73.3% of the voting rights of Dakota and approximately 73.3% of the equity in Dakota. Based on Pohlad Companies’ ownership of Dakota, Pohlad Companies is the controlling member of Dakota.

Pohlad Companies’ shareholders are (1) Robert C. Pohlad, (2) William M. Pohlad and (3) James O. Pohlad. Robert C. Pohlad, William M. Pohlad and James O. Pohlad each hold a one-third interest in

Pohlad Companies. Robert C. Pohlad, Chairman and Chief Executive Officer of PepsiAmericas, is the President of Pohlad Companies. By virtue of his ownership of Pohlad Companies, Robert C. Pohlad holds an indirect interest of approximately 24.5% in Dakota. Robert C. Pohlad holds a direct interest of approximately 6.3% in Dakota. The RCP Trust Share has a direct interest of approximately 0.284% in Dakota. Beverage Investment holds approximately 7.1% of Dakota. The Revocable Trust of Robert C. Pohlad Created Under Agreement Dated August 9, 1991, As Amended (the “Robert C. Pohlad Trust”) holds approximately 31.3% of Beverage Investment. By virtue of its interest in Beverage Investment, the Robert C. Pohlad Trust holds an indirect interest of approximately 2.2% of Dakota. By virtue of his beneficial interest in the Robert C. Pohlad Trust and the RCP Trust Share, Robert C. Pohlad has an additional indirect interest of approximately 2.484% in Dakota. Together with his direct interest in Dakota, his indirect interest through Pohlad Companies, his indirect interest through the Robert C. Pohlad Trust and his indirect interest through the RCP Trust Share, Robert C. Pohlad holds an approximately 33.284% equity interest in Dakota, directly and indirectly. As noted above, Dakota holds 100% of the voting rights and approximately 51.4% of the equity in Starquest.

Starquest, Dakota and Pohlad Companies are all principally engaged as holding companies with ownership interests, directly or indirectly, in various operating entities and marketable securities. The principal business address of Starquest, Dakota, Pohlad Companies and Robert C. Pohlad is Suite 3900, 60 South Sixth Street, Minneapolis, Minnesota 55402. The principal business address of the Trust for Carl R. Pohlad Created Under the 2000 Amendment and Restatement of the Revocable Trust of Eloise O. Pohlad dated October 12, 2000, as amended and the Revocable Trust No. 2 of Carl R. Pohlad Created Under Agreement Dated May 28, 1993, as Amended is Suite 3800, 60 South Sixth Street, Minneapolis, Minnesota 55402.

The name, residence or business address, principal occupation or employment, and the name, principal business and address of the corporation or other organization in which such employment is conducted, of (1) each executive officer and governor of Starquest, including Robert C. Pohlad, (2) each executive officer and governor of Dakota, including Robert C. Pohlad, and (3) each executive officer and director of Pohlad Companies, including Robert C. Pohlad, is set forth on Appendix I attached hereto and incorporated herein by reference.

(d) During the last five years, none of the persons set forth in Appendix I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the persons set forth in Appendix I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each person set forth on Appendix I is a citizen of the United States.


Item 3.		Source and Amount of Funds or Other Consideration.

Starquest used working capital to purchase 200,000 Shares on February 4, 2008. Starquest intends to use working capital for the remaining anticipated purchases.

Starquest obtained the other Shares it holds pursuant to a contribution agreement by and between Starquest and Dakota dated effective as of January 1, 2006. Pursuant to this agreement, all Shares previously held directly by Dakota became Shares held directly by Starquest. In exchange for the Shares and other consideration, Starquest assumed debts owed by Dakota of approximately $68.1 million and

issued 43,736 Class A units and 2,203,340 Class B units of Starquest to Dakota. Starquest’s Class A Units carry the same rights as its Class B Units, with the exception that Class A Units carry voting rights in Starquest.


Item 4.		Purpose of Transaction.

None of the Reporting Persons have any plans or proposals that relate to or would result in the actions listed under Items 4(a)-(j) of Schedule 13D, except that the Reporting Persons intend to acquire up to $10 million of additional Shares (including the 200,000 Shares purchased on February 4, 2008 and reported herein). On February 1, 2008, the Reporting Persons received approval from the Affilitated Transaction Committee of the Company for such additional investment. Starquest may in the future determine to purchase additional Shares in the ordinary course of its investment activities, as market and other conditions dictate.


Item 5.		Interest in Securities of the Issuer.

(a) The responses of each Reporting Person to Items (11) and (13) on the cover pages of this Schedule 13D are incorporated herein by reference. By virtue of its interest in Starquest, Dakota may be deemed to beneficially own the shares held by Starquest. Such shares are included in the beneficial ownership total of Dakota presented above. By virtue of their respective interests in Dakota, Pohlad Companies and Robert C. Pohlad may be deemed to beneficially own the shares held by Dakota. Such shares are included in the beneficial ownership total of Pohlad Companies and Robert C. Pohlad presented above. By virtue of his interest in Pohlad Companies and Dakota, Robert C. Pohlad may be deemed to beneficially own the shares held by Pohlad Companies and Dakota. Such shares are included in the beneficial ownership total of Robert C. Pohlad presented above. See Appendix I attached hereto and incorporated herein by reference for the beneficial ownership of each executive officer and governor of Starquest, each executive officer and governor of Dakota and each executive officer and director of Pohlad Companies.

(b) The responses of each Reporting Person to Items (7) through (10) on the cover pages of this Schedule 13D are incorporated herein by reference. By virtue of its interest in Starquest, Dakota may be deemed to beneficially own the shares held by Starquest. Such shares are included in the beneficial ownership total of Dakota presented above. By virtue of their respective interests in Dakota, Pohlad Companies and Robert C. Pohlad may be deemed to beneficially own the shares held by Dakota. Such shares are included in the beneficial ownership total of Pohlad Companies and Robert C. Pohlad presented above. By virtue of his interest in Pohlad Companies and Dakota, Robert C. Pohlad may be deemed to beneficially own the shares held by Pohlad Companies and Dakota. Such shares are included in the beneficial ownership total of Robert C. Pohlad presented above. See Appendix I attached hereto and incorporated herein by reference for the beneficial ownership of each executive officer and governor of Starquest, each executive officer and governor of Dakota and each executive officer and director of Pohlad Companies.

(d) None.

(e) Not applicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On September 6, 2005, PepsiAmericas entered into an amended and restated shareholder agreement with Pohlad Companies and Robert C. Pohlad. The following summary description of this agreement is qualified in its entirety by reference to the Amended and Restated Shareholder Agreement by and among PepsiAmericas, Inc., Pohlad Companies and Robert C. Pohlad (the “Agreement”), a copy of which is attached as Exhibit A hereto and incorporated herein by reference.

Under the Agreement, any acquisition of the Company’s common stock by Robert C. Pohlad, his affiliates or his family (the “Shareholder Group”) (excluding compensatory awards to Robert C. Pohlad) or issuance of options by the Company to purchase Company common stock, requires approval of the Company’s affiliated transaction committee.

The Agreement specifies that, during the term, the Shareholder Group will not initiate a merger, acquisition or other business combination transaction (other than a combination of a party unaffiliated with the Shareholder Group) with the Company, without prior approval of the affiliated transaction committee.

The Agreement specifies that, during its term, no member of the Shareholder Group may enter into any agreement or commitment with PepsiCo or its affiliates with respect to the holding, voting, acquisition or disposition of the Company’s voting stock.

The Agreement specifies that, during its term, if the Company repurchases Company common stock from the public, the Company shall, contemporaneously with the repurchase, offer to purchase from the Shareholder Group on the same terms and conditions, including price, as the repurchase, a percentage of those shares of common stock beneficially owned by the Shareholder Group equal to the percentage of shares of common stock to be repurchased.


Item 7.		Material to be Filed as Exhibits.


Exhibit A		Amended and Restated Shareholder Agreement, by and among PepsiAmericas, Inc., Pohlad Companies and Robert C. Pohlad, dated September 6, 2005.*

Exhibit B		Agreement to File Joint Statement on Schedule 13D, dated January 5, 2006.*

* Previously Filed.

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.


	Starquest Securities, LLC
Dated: February 5, 2008	By:	/s/ Michael J. Reinarts
		Michael J. Reinarts, Vice President


	Dakota Holdings, LLC
Dated: February 5, 2008	By:	/s/ Michael J. Reinarts
		Michael J. Reinarts, Vice President


	Pohlad Companies
Dated: February 5, 2008	By:	/s/ Michael J. Reinarts
		Michael J. Reinarts, Vice President



Dated: February 5, 2008	/s/ Robert C. Pohlad
	Robert C. Pohlad

APPENDIX I

STARQUEST SECURITIES, LLC

The principal business address of each governor and executive officer of Starquest set forth below is Suite 3900, 60 South Sixth Street, Minneapolis, MN 55402. The principal occupation and beneficial ownership of shares of PepsiAmericas, Inc. common stock for each governor and executive officer of Starquest is set forth below.

GOVERNORS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage
Robert C. Pohlad	Vice President of Starquest and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	President and Chief Manager of Starquest		11,092	(3)		*

William M. Pohlad	Vice President of Starquest		11,092	(3)		*

Donald E. Benson	Executive Vice President of Starquest		0			—

Raymond W. Zehr, Jr.	Executive Vice President of Starquest		0			—

EXECUTIVE OFFICERS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage
Robert C. Pohlad	Vice President of Starquest and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	President and Chief Manager of Starquest		11,092	(3)		*

William M. Pohlad	Vice President of Starquest		11,092	(3)		*

Donald E. Benson	Executive Vice President of Starquest		0		—

Raymond W. Zehr, Jr.	Executive Vice President of Starquest		834	(4)		*

Michael J. Reinarts	Vice President, Chief Financial Officer, Treasurer and Secretary of Starquest		0		—


*		Represents less than one percent.

(1)		The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is incorporated herein by reference.

(2)		The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is incorporated herein by reference.

(3)		Represents shares of common stock purchasable pursuant to the exercise of options.

(4)		Includes 556 shares of common stock purchasable pursuant to the exercise of options.

I-1

DAKOTA HOLDINGS, LLC

The principal business address of each governor and executive officer of Dakota set forth below is Suite 3900, 60 South Sixth Street, Minneapolis, MN 55402. The principal occupation and beneficial ownership of shares of PepsiAmericas, Inc. common stock for each governor and executive officer of Dakota is set forth below.

GOVERNORS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage
Robert C. Pohlad	President, Chief Manager and Vice President of Dakota and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	Vice President of Dakota		11,092	(3)		*

William M. Pohlad	Vice President of Dakota		11,092	(3)		*

EXECUTIVE OFFICERS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage
Robert C. Pohlad	President, Chief Manager and Vice President of Dakota and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	Vice President of Dakota		11,092	(3)		*

William M. Pohlad	Vice President of Dakota		11,092	(3)		*

Raymond W. Zehr, Jr.	Vice President of Dakota		834	(4)		*

Michael J. Reinarts	Vice President, Treasurer and Secretary of Dakota		0		—


*		Represents less than one percent.

(1)		The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is incorporated herein by reference.

(2)		The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is incorporated herein by reference.

(3)		Represents shares of common stock purchasable pursuant to the exercise of options.

(4)		Includes 556 shares of common stock purchasable pursuant to the exercise of options.

I-2

POHLAD COMPANIES

The principal business address of each director and executive officer of Pohlad Companies set forth below is Suite 3900, 60 South Sixth Street, Minneapolis, MN 55402. The principal occupation and beneficial ownership of shares of PepsiAmericas, Inc. common stock for each director and executive officer of Pohlad Companies is set forth below.

DIRECTORS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage

Robert C. Pohlad	President of Pohlad Companies and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	Executive Vice President of Pohlad Companies		11,092	(3)		*

William M. Pohlad	Executive Vice President of Pohlad Companies		11,092	(3)		*

EXECUTIVE OFFICERS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage
Robert C. Pohlad	President of Pohlad Companies and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	Executive Vice President of Pohlad Companies		11,092	(3)		*

William M. Pohlad	Executive Vice President of Pohlad Companies		11,092	(3)		*

Raymond W. Zehr, Jr.	Executive Vice President and Treasurer of Pohlad Companies		834	(4)		*

Carl R. Pohlad	Vice President of Pohlad Companies		0		—

Michael J. Reinarts	Vice President and Secretary of Pohlad Companies		0		—


*		Represents less than one percent.

(1)		The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is incorporated herein by reference.

(2)		The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is incorporated herein by reference.

(3)		Represents shares of common stock purchasable pursuant to the exercise of options.

(4)		Includes 556 shares of common stock purchasable pursuant to the exercise of options.

I-3