-----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, WYBxxSDo/lPXX7lhOtERUtu8bwQtgfRVuPhS2xSOGbJQ5fBc8hykF6BHO/1+11Ms mfCixJGh7UBepGj9BMoLbw== 0000896017-05-000016.txt : 20050413 0000896017-05-000016.hdr.sgml : 20050413 20050413163956 ACCESSION NUMBER: 0000896017-05-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050413 DATE AS OF CHANGE: 20050413 GROUP MEMBERS: ANDREW DAKOS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HECTOR COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000863437 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 411666660 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41134 FILM NUMBER: 05748660 BUSINESS ADDRESS: STREET 1: 211 S MAIN ST STREET 2: P O BOX 428 CITY: HECTOR STATE: MN ZIP: 55342 BUSINESS PHONE: 6128486611 MAIL ADDRESS: STREET 1: P O BOX 428 STREET 2: 211 S MAIN ST CITY: HECTOR STATE: MN ZIP: 55342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPORTUNITY PARTNERS L P CENTRAL INDEX KEY: 0000896017 IRS NUMBER: 113132092 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLESANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 hctthirdthree.txt SCHEDULE 13DA DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 4/12/05 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 72,200 8. SHARED VOTING POWER 6,000 9. SOLE DISPOSITIVE POWER 247,600_______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 247,600 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.8% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 65,000 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 65,000__________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 65,000 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 1.79% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ This statement constitutes amendment No.3 to the Schedule 13D filed on October 29, 2004. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4 is amended as follows: Item 4. The reporting persons have sent the attached letter (Exhibit 1) to the Board Members. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the quarterly report filed on August 13, 2004 there were 3,639,068 shares outstanding as of July 31, 2004. The percentage set forth in this item (5a) was derived using such number. Mr. Phillip Goldstein is deemed to be the beneficial owner of 247,600 shares of HCT or 6.8% of the outstanding shares. Mr. Dakos is deemed to be the beneficial owner of 65,000 shares of HCT or 1.79% of the outstanding shares. b. Power to dispose of securities resides solely with Mr. Phillip Goldstein for 274,600 shares. Power to vote securities resides solely with Mr. Phillip Goldstein for 72,200 shares and jointly for 6,000 shares. Power to dispose and vote securities resides solely with Mr. Dakos for 65,000 shares. c. During the last sixty days the following shares of common stock were purchased (unless already disclosed)(there were no sales): Andrew Dakos 3/23/05 2,000 @ 21.5 3/23/05 1,000 @ 22 3/29/05 200 @ 21.9 Phillip Goldstein 2/23/05 800 @ 20.94 2/24/05 600 @ 20.99 2/25/05 6000 @ 21 3/14/05 300 @ 21 3/16/05 100 @ 21 4/5/05 3000 @ 20.99 4/6/05 1000 @ 21 d. Beneficiaries of accounts managed by Mr. Phillip Goldstein and Mr. Dakos are entitled to receive any dividends or sales proceeds. e. NA 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. Dated: 4/13/05 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit 1. Letter to Board Members Opportunity Partners L.P., 60 Heritage Drive, Pleasantville, NY 10570 (914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net April 12, 2005 Curtis A. Sampson Ronald J. Bach James O. Ericson Luella Gross Goldberg Paul N. Hanson Paul A. Hoff Gerald D. Pint Wayne E. Sampson Steven H. Sjogren Hector Communications Corporation 211 South Main St Hector, MN 55342 Dear Board Members: As you know, at last year's annual meeting, shareholders approved a proposal requesting the board to either redeem Hector's poison pill or put it to a shareholder vote. Since we have not seen an announcement since the meeting, we must assume that the board has determined not to implement the proposal. We believe the market price of Hector's shares is significantly less than their intrinsic value and that a merger or a sale of Hector's operating business could yield a package of cash and securities worth more than $35 per share. We request that the board consider whether it is time to pursue a transaction designed to maximize shareholder value. We respectfully ask you to give serious consideration to this matter at your next board meeting and, if necessary, to postpone the annual meeting to allow shareholders adequate time to reflect on the board's determination. While we sincerely hope it will not be necessary, we are prepared to conduct a proxy solicitation in opposition to the board rather than allow the 2005 annual meeting to go forward without resolving this matter. We look forward to a prompt response. Thank you. Very truly yours, Phillip Goldstein President Kimball & Winthrop, Inc. General Partner -----END PRIVACY-ENHANCED MESSAGE-----