-----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, TJxxUESoDYHX99eGfro6AUqjCA0xrXM786eNWD8uodaNwu/2bB+9OaYspx0fG9i9 67DLC72iRVvQCYr5PteEDw== 0000950114-95-000184.txt : 19951003 0000950114-95-000184.hdr.sgml : 19951003 ACCESSION NUMBER: 0000950114-95-000184 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950929 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-44425 FILM NUMBER: 95577729 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 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 1 SCHEDULE 13D 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1995. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ------- ) SIERRA TAHOE BANCORP - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK NO PAR VALUE - ------------------------------------------------------------------------------- (Title of Class of Securities) 826497-10-9 ------------------------------------------- (CUSIP Number) 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 /X/. (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 12 PAGES AND THE EXHIBIT INDEX IS ON PAGE 6. 2 SCHEDULE 13D - --------------------------- ---------------------------- CUSIP NO. 826497-10-9 PAGE 2 OF 12 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 OFA GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS BK, AF, 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 BRITISH WEST INDIES - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 30,400 Common SHARES 282,900 Common - Right to Acquire (Convertible Debentures) ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 30,400 Common REPORTING 282,900 Common - Right to Acquire (Convertible Debentures) ----------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH NONE - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 313,300 (Includes Right to Acquire Common Shares) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% - ------------------------------------------------------------------------------- 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 ITEM 1. SECURITY AND ISSUER This statement relates to 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 ("Sierra"), whose principal executive offices are located at 10181 Truckee Tahoe Airport Road, Truckee, California 96161. The Debentures are convertible at any time prior to maturity, unless previously redeemed, into shares of the Common Stock of Bancorp at a conversion price of $10.00 per share, subject to adjustment in certain events. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by Tidal Insurance Limited, a British West Indies corporation ("Tidal"). The controlling shareholder of Tidal is Dierberg Four, L.P., a Delaware limited partnership ("Dierberg Four"). The general partner of Dierberg Four is First Securities America, Inc., a Missouri corporation. James F. Dierberg is the controlling shareholder of First Securities America, Inc. The directors and officers of Tidal and First Securities America, Inc. are James F. Dierberg (President and Director) and Mary W. Dierberg (Secretary, Treasurer and Director). The information required by Item 2 with respect to each of the above named persons is attached to this statement as Exhibits 2A through 2E, and is incorporated herein by reference. The information disclosed in Exhibits 2A through 2E is included pursuant to General Instruction C to Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate purchase price of the 30,400 shares of Common Stock and $2,829,000 principal amount of Debentures covered by this Schedule 13D was $3,496,682.50. Additionally, interest adjustments in the amount of $23,822.90 were disbursed. Tidal purchased the Common Stock and Debentures with a loan in the amount of $1,308,543.75 from its controlling shareholder, a loan pursuant to a margin account held at Stifel, Nicolaus & Company, Incorporated and resources drawn from an existing line of credit negotiated in the ordinary course of business with an unaffiliated bank, as defined in Section 3(a)(6) of the Securities Exchange Act of 1934. ITEM 4. PURPOSE OF TRANSACTION The shares of Common Stock and Debentures covered by this statement are being held for investment purposes. Tidal has the following plans with respect to the Common Stock and Debentures: (a) Tidal intends to continually assess the market for the Common Stock and Debentures. Tidal or an affiliate may purchase additional shares of the Common Stock and/or Debentures from 3 4 time to time depending on such continuing assessment and upon future developments, including the then market price of such shares. However, it is recognized that if, in the future, certain levels of share ownership are exceeded, certain banking regulatory approvals may be required. (b-j) None. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The aggregate percentage of shares of Common Stock reported owned by Tidal is based upon 2,571,829 shares outstanding at June 30, 1995, as indicated by the Chief Financial Officer of Sierra, plus 1,000,000 shares, representing the conversion of Debentures to Common Stock at a conversion price of $10.00, or total shares of 3,571,829. On September 29, 1995, Tidal beneficially owned 30,400 shares of Common Stock and the equivalent of 282,900 Common Stock represented by the Debentures, or approximately 8.77% of such number of shares, of Common Stock. (b) Tidal beneficially owns 30,400 shares of the Common Stock and has the sole power to vote and dispose of such shares. Upon conversion of the Debentures, assuming a conversion price of $10.00, Tidal would beneficially own 282,900 additional shares 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 through a broker-dealer. (d-e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Dierberg Four, Tidal's controlling shareholder, is under the control of James F. Dierberg. See Item 2. above. James F. Dierberg and Mary W. Dierberg are husband and wife. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 5(c) - Transactions in the Common Stock and Debentures effected during the past sixty days. Exhibit 7 - Copy of line of credit and demand note, pursuant to request of Tidal and instructions to the Form 13D, are included in the Confidential Exhibit Volume filed with the Secretary of the Commission and dated September 29, 1995. 4 5 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: September 29, 1995 By: /s/ James F. Dierberg ------------------------------------- James F. Dierberg, President 5 6 EXHIBIT INDEX
EXHIBIT NO. PAGE NO. - ----------- -------- Exhibit 2A 7 Exhibit 2B 8 Exhibit 2C 9 Exhibit 2D 10 Exhibit 2E 11 Exhibit 5(c) 12 Exhibit 7 - ------------------------------------------------------------------------------- Confidential Exhibit, dated September 29, 1995, Filed with the Secretary of the Commission
6 7 EXHIBIT 2A TIDAL INSURANCE LIMITED State or Other Place of Organization: British West Indies Principal Business: Insurance Address of Principal Business: c/o S.T.A.R. Corporate Management, Hibiscus Square, Grand Turk, Turks & Caicos Islands, British West Indies Address of Principal Office: c/o S.T.A.R. Corporate Management, Hibiscus Square, Grand Turk, Turks & Caicos Islands, British West Indies Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None 7 8 EXHIBIT 2B DIERBERG FOUR, L.P. State or Other Place of Organization: Delaware Principal Business: Investment in real estate and stocks Address of Principal Business: c/o First Securities America, Inc. Suite 404 135 North Meramec, Clayton, Missouri 63105 Address of Principal Office: c/o First Securities America, Inc. Suite 404 135 North Meramec, Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None 8 9 EXHIBIT 2C FIRST SECURITIES AMERICA, INC. (General Partner of Dierberg Four, L.P.) State or Other Place of Organization: Missouri Principal Business: Insurance and investments Address of Principal Business: Suite 404 135 North Meramec, Clayton, Missouri 63105 Address of Principal Office: Suite 404 135 North Meramec, Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None 9 10 EXHIBIT 2D JAMES F. DIERBERG (Director, President and controlling shareholder of First Securities America, Inc.) Residence or Business Address: 39 Glen Eagles Drive, St. Louis, Missouri 63124 Principal Occupation or Employment: Financial services Name of Employer: First Banks, Inc. Principal Business: Bank holding company Address: 135 North Meramec, Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U.S.A. 10 11 EXHIBIT 2E MARY W. DIERBERG (Director, Secretary and Treasurer of First Securities America, Inc.) Residence or Business Address: 39 Glen Eagles Drive, St. Louis, Missouri 63124 Principal Occupation or Employment: Housewife Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U.S.A. 11 12 EXHIBIT 5(c) TIDAL INSURANCE LIMITED (Transactions Effected Within Past 60 Days)
PURCHASES OF COMMON STOCK IDENTITY OF NUMBER OF PRICE PER PURCHASER 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 PURCHASES OF 8-1/2% CONVERTIBLE SUBORDINATED DEBENTURES IDENTITY OF PRINCIPAL PRICE PER PURCHASER DATE OF PURCHASE AMOUNT PURCHASED UNIT Tidal Insurance Limited August 7, 1995 1,175,000 104.50 August 9, 1995 124,000 108.00 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
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