-----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, F+qR1M4tsMDEzU0J19ar0/qFUd2XvzNCTSzVYW6zievtAN8vqCwuHxA5an31Tb25 1fUL4D0k5SoZ98JGJkEEGw== 0000946275-98-000255.txt : 19980424 0000946275-98-000255.hdr.sgml : 19980424 ACCESSION NUMBER: 0000946275-98-000255 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980423 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MISSISSIPPI VIEW HOLDING CO CENTRAL INDEX KEY: 0000933404 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 411795363 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45477 FILM NUMBER: 98599621 BUSINESS ADDRESS: STREET 1: 35 E BROADWAY CITY: LITTLE FALLS STATE: MN ZIP: 56345 BUSINESS PHONE: 6126325461 MAIL ADDRESS: STREET 1: 35 EAST BROADWAY CITY: LITTLE FALLS STATE: MN ZIP: 56345-3093 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PETERSON GERALD CENTRAL INDEX KEY: 0001060334 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MN FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 35 EAST BROADWAY CITY: LITTLE FALLS STATE: MN ZIP: 56345 BUSINESS PHONE: 3206325461 SC 13D 1 FORM SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __________) MISSISSIPPI VIEW HOLDING COMPANY ---------------------------------- (Name of Issuer) Common Stock $0.10 Par Value Per Share ------------------------------------------ (Title of Class of Securities) 605785 10 4 ------------------------------------- (CUSIP Number) Gerald Peterson Mississippi View Holding Company 35 East Broadway Little Falls, Minnesota 56345 (320) 632-5461 ------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) January 1997 --------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box ( ). Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages.) (Page 1 of 7 pages) - ------------------------------------ ------------------------- CUSIP No. 605785 10 4 13D Page 2 of 7 Pages - ------------------------------------ -------------------------
- ----------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gerald Peterson - ----------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| N/A - ----------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ----------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| N/A - ----------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 28,290 Shares BENEFICIALLY ------------------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 6,250 Shares REPORTING ------------------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 34,694 Shares ------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 6,250 Shares - ----------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,944 Shares - ----------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| N/A - ----------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - ----------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -----------------------------------------------------------------------------------------
Item 1. Security and Issuer - ---------------------------- The class of equity securities to which this Statement relates is the common stock, $0.10 par value per share (the "Common Stock"), of Mississippi View Holding Company (the "Issuer"), the executive office of which is located at 35 East Broadway, Little Falls, Minnesota 56345. Item 2. Identity and Background - -------------------------------- (a) Name: Gerald Peterson (b) Residence or Business Address: 35 East Broadway, Little Falls, Minnesota 56345. (c) Present Principal Occupation or Employment: Owner of family shoe store. (d) None. (e) None. (f) Citizenship: United States Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- The purchase of the Common Stock was made with the personal funds of Mr. Peterson. Mr. Peterson received 1,209 shares of restricted stock and 6,404 shares underlying options which were granted pursuant to compensation plans of the Issuer. Item 4. Purpose of Transaction - ------------------------------- All of the shares reported on this Schedule 13D as beneficially owned by Mr. Peterson were acquired for investment. Mr. Peterson may, from time to time, depending upon market conditions and other investment considerations, purchase additional securities of the Issuer for investment or dispose of securities of the Issuer. As a director of the Issuer, Mr. Peterson from time to time, explores and is presented with potential actions and transactions which may be -3- advantageous to the Issuer and its stockholders, including possible mergers, acquisitions and other business combinations. On April 13, 1998, the Issuer commenced an issuer tender offer for approximately 30% of its outstanding shares of Common Stock. Assuming all such shares are purchased pursuant to the offer, officers and directors (including Mr. Peterson) and affiliates of the Company will own approximately 49.5% of the outstanding Common Stock after the offer. In addition, the Company has indicated that it is eligible to terminate its registration under the Securities Exchange Act of 1934, as amended, and that it intends to do so regardless of the results of the offer. Other than as discussed above and in the performance of his duties as a director of the Issuer, Mr. Peterson has no current plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; -4- (g) changes in the Issuer's articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any persons; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer - --------------------------------------------- (a) 40,944 shares are beneficially owned by the reporting person as of the date of this statement, representing 5.6% of the issued and outstanding shares. The shares beneficially owned include 6,404 shares which the reporting person has a right to acquire within sixty days pursuant to the exercise of stock options. The shares beneficially owned also include 6,250 shares held by Mr. Peterson's spouse and 25 shares owned by a trust under the Uniform Gifts to Minors Act for which the reporting person is custodian. (b) Other than 6,250 shares held by Mr. Peterson's spouse, all such shares are owned directly or beneficially, over which shares the reporting person exercises sole voting and dispositive power. Reference is made to Items 7, 8, 9, 10, and 11 of the cover page of this statement. -5- (c) No transactions in the class of securities reporting on have been effected during the past sixty days. (d) No other person has any interest in the securities reported on pursuant to his Schedule 13D. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding, or Relationships With Respect to Securities of the Issuer - -------------------------------------------------------------------------------- There are no contracts, arrangements, understandings, or relationships between the undersigned and any other person with respect to the issuer's securities, including but not limited to the transfer or voting of securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise. Item 7. Material to be Filed as Exhibits - ----------------------------------------- Not applicable. -6- SIGNATURE --------- 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. Date: April 21, 1998 /s/ Gerald Peterson -------------------------------------- Gerald Peterson -----END PRIVACY-ENHANCED MESSAGE-----