-----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, GLuJEeF+tW0aXgfr9P9c8fj8N3RPAVIGkQQgdh2KVCCByi/18k1Ql7B2s6W6AZ/s HELCkHTP/LsLkdZoHp8Xkg== 0000950114-95-000187.txt : 19951023 0000950114-95-000187.hdr.sgml : 19951023 ACCESSION NUMBER: 0000950114-95-000187 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951020 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIERRA TAHOE BANCORP CENTRAL INDEX KEY: 0000790555 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 680091859 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44425 FILM NUMBER: 95582981 BUSINESS ADDRESS: STREET 1: 10181 TRUCKEE TAHOE AIRPORT RD STREET 2: P O BOX 61000 CITY: TRUCKEE STATE: CA ZIP: 96161-9010 BUSINESS PHONE: 9165823000 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: TRUCKEE STATE: CA ZIP: 96160 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIDAL INSURANCE LTD CENTRAL INDEX KEY: 0000945315 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 660420778 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 NORTH MREAMEC AVE CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 314854-4600 MAIL ADDRESS: STREET 1: C/O JAMES DIERBERG STREET 2: 135 NORTH MERAMEC AVE CITY: CLAYTON STATE: MO ZIP: 63105 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1995. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 ) ------ SIERRA TAHOE BANCORP - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK NO PAR VALUE - ------------------------------------------------------------------------------- (Title of Class of Securities) 826497-10-9 - ------------------------------------------------------------------------------- (CUSIP Number) Allen H. Blake, Senior Vice President, First Banks, Inc. 135 N. Meramec, Clayton, MO 63105 (314) 854-4600 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 17, 1995 ---------------- (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). THIS STATEMENT CONTAINS SIX (6) PAGES AND THE EXHIBIT INDEX IS ON PAGE FIVE (5). 2 SCHEDULE 13D - ------------------------------ --------------------------- CUSIP NO. 826497-10-9 PAGE 2 OF 6 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TIDAL INSURANCE LIMITED 66-0420778 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / / ITEMS 2(d) OR 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH WEST INDIES - ------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY 282,900 Common - Right to Acquire (Convertible Debentures) ---------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH NONE ---------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 282,900 Common - Right to Acquire (Convertible Debentures) WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 282,900 Right to Acquire Common Shares - (Convertible Debentures) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% Right to Acquire Common Shares - (Convertible Debentures) - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC, CO - ------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION 3 The statement on Schedule 13D filed by the reporting person on September 29, 1995 to report ownership of shares of the Common Stock, no par value (the "Common Stock") and 8-1/2% Convertible Subordinated Debentures due February 1, 2004 (the "Debentures"), issued by Sierra Tahoe Bancorp, 10181 Truckee Tahoe Airport Road, Truckee, California 96161 ("Sierra"), is hereby amended as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. This amended statement is being filed by Tidal to report the disposition of 30,400 shares of Common Stock of Sierra and the purchase and disposition of $235,000 principal amount of Debentures. The aggregate selling price of the Common Stock and the Debentures was $608,800 and the purchase price of the Debentures was $284,350. Additionally, $102.00 was disbursed for commissions and handling and the Debenture accrued interest amounts adjusted. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The aggregate percentage of shares of Common Stock reported owned by Tidal is based upon 2,580,079 shares outstanding at August 31, 1995, as indicated in a response to an inquiry made to the Chief Financial Officer of Sierra, plus 282,900 shares, representing the conversion of Tidal's Debentures to Common Stock at a conversion price of $10.00, or total shares of 2,862,979. On October 20, 1995, Tidal beneficially owned $2,829,000 principal amount of debentures or, based on a conversion price of $10.00, the equivalent of 282,900 Common Stock represented by the Debentures, or approximately 9.88% of such number of shares. (b) Tidal beneficially owns $2,829,000 principal amount of the Debentures and upon conversion of the Debentures, assuming a conversion price of $10.00, Tidal would beneficially own 282,900 shares of Common Stock and have the sole power to vote and dispose of such shares. (c) All transactions in the shares of Common Stock and Debentures effected by Tidal during the past sixty days are described on Exhibit 5(c) attached hereto. All such shares were purchased or sold through a broker-dealer. (d-e) Not Applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 5(c) - Transactions in the Common Stock and Debentures effected during the past sixty days. 3 4 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. TIDAL INSURANCE LIMITED Date: October 20 , 1995 By: /s/ James F. Dierberg -------------------- ---------------------------- James F. Dierberg, President 4 5 EXHIBIT INDEX
EXHIBIT NO. PAGE NO. - ----------- -------- Exhibit 5(c) 6
5 6 EXHIBIT 5(c) TIDAL INSURANCE LIMITED (Transactions Effected Within Past 60 Days) PURCHASES AND SALES OF COMMON STOCK
IDENTITY OF NUMBER OF PRICE PER PURCHASER/SELLER DATE OF PURCHASE SHARES PURCHASED SHARE Tidal Insurance Limited September 5, 1995 10,000 $10.3125 September 6, 1995 5,000 10.3750 September 19, 1995 5,000 10.7500 September 21, 1995 5,000 10.8125 September 22, 1995 2,000 10.8125 September 27, 1995 3,400 11.1250 NUMBER OF PRICE PER DATE OF SALE SHARES SOLD SHARE October 11, 1995 30,400 $10.7500 PURCHASES AND SALES OF 8-1/2% CONVERTIBLE SUBORDINATED DEBENTURES IDENTITY OF PRINCIPAL PRICE PER PURCHASER/SELLER DATE OF PURCHASE AMOUNT PURCHASED UNIT Tidal Insurance Limited September 11, 1995 50,000 $112.00 September 13, 1995 200,000 116.75 September 21, 1995 300,000 113.50 September 27, 1995 250,000 119.00 September 28, 1995 580,000 121.25 September 29, 1995 150,000 121.25 October 2, 1995 235,000 121.00 PRINCIPAL PRICE PER DATE OF SALE AMOUNT SOLD UNIT October 17, 1995 235,000 $120.00
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