-----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, GKukHjcRfUabao0uikTQQm15Xg9DzPNKN+a7ftMN40a0i+l8D5fn5A2ScsS3VXaj xnp12gv5c6XwQBhekqmgIw== 0000946275-98-000266.txt : 19980504 0000946275-98-000266.hdr.sgml : 19980504 ACCESSION NUMBER: 0000946275-98-000266 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980501 SROS: NONE GROUP MEMBERS: MISSISSIPPI VIEW HOLDING CO GROUP MEMBERS: MISSISSIPPI VIEW HOLDING CO STOCK EMPLOY COMP. TRS 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-45477 FILM NUMBER: 98608430 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: 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 13E3/A 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 SC 13E3/A 1 FORM SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ AMENDMENT NO. 1 TO SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) MISSISSIPPI VIEW HOLDING COMPANY -------------------------------- (Name of Issuer) MISSISSIPPI VIEW HOLDING COMPANY MISSISSIPPI VIEW HOLDING COMPANY STOCK EMPLOYEE COMPENSATION TRUST ------------------------------------------------------------------ (Name of Person(s) Filing Statement) Common Stock, $.10 par value ---------------------------- (Title of Class of Securities) 605785 10 4 -------------------------- (CUSIP Number of Class of Securities) Thomas J. Leiferman 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 on Behalf of the Person(s) Filing Statement) This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1993. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of filing fee $4,773,00 $954.60 - -------------------------------------------------------------------------------- *For purposes of calculating the filing fee only. This assumes the purchase of 222,000 shares of common stock of the Issuer at the maximum tender offer price per share of $21.50. The amount of the filing fee, calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, equals 1/50th of one percentum of the value of the shares to be purchased. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $954.60 Filing Party: Mississippi View Holding Company Form or Registration No.: Schedule 13E-4 Date Filed: April 14, 1998
This Statement amends and supplements the Rule 13e-3 Transaction Statement filed by Mississippi View Holding Company, a Minnesota corporation (the "Company"), and the Mississippi View Holding Company Stock Employee Compensation Trust (the "Trust") on April 14, 1998, in connection with the issuer tender offer to be made by the Company to its stockholders to purchase up to 222,000 shares of its outstanding Common Stock, par value $0.10 per share (the "Shares") at prices of not greater than $21.50 nor less than $19.50 per Share net to the Seller in cash, upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated April 13, 1998 (the "Offer to Purchase") and in the accompanying Letter of Transmittal, which together constitute the "Offer," copies of which are filed as Exhibits (d)(1) and (d)(2) hereto, respectively. Unless otherwise indicated, all references in this Statement are to the Offer to Purchase. In addition, the Company and the Trust have entered into a Common Stock Purchase Agreement pursuant to which the Trust will purchase approximately 9.9% of the outstanding shares of Common Stock after the Offer. The cross-reference sheet below is being supplied pursuant to General Instruction F to Schedule 13E-3 and shows the location in the Schedule 13E-4 filed by the Company with the Securities and Exchange Commission concurrently herewith required to be included in response to the items of this Statement. The information in such Schedule 13E-4, as amended, is hereby expressly incorporated herein by reference. A copy of such Schedule 13E-4, as amended, of the Company (excluding exhibits) is attached hereto as Exhibits (f)(1) and (f)(3). CROSS REFERENCE SHEET Item in Location in Schedule 13E-3 Schedule 13E-4 -------------- -------------- Item 1(a) Item 1(a) Item 1(b) Item 1(b) Item 1(c) Item 1(c) Item 1(d) * Item 1(e) * Item 1(f) * Item 2 Item 1(d) Item 3 * Item 4 * Item 5 Item 3 Item 6 Item 2 Item 7 Item 3 Item 8 * Item 9 * Item 10(a) * Item 10(b) Item 4 Item 11 Item 5 Item 12 * Item 13 * Item 14 Item 7 Item in Location in 2 Schedule 13E-3 Schedule 13E-4 -------------- -------------- Item 15(a) * Item 15(b) Item 6 Item 16 Item 8 Item 17 Separately included herewith * This Item is inapplicable or the answer thereto is in the negative. 6. Source and Amount of Funds or Other Consideration.
(a) Information as to the source and amount of funds to be used in the Rule and (c-d) 13e-3 transaction is set forth in the section titled "THE OFFER -- Source and Amount of Funds" in the Offer to Purchase, which is incorporated herein by reference. The information set forth in the Letter to Stockholders from the President and Chief Executive Officer dated May 1, 1998 is incorporated herein by reference. (b) Information as to the itemized expenses to be incurred in connection with the Offer is set forth in the section titled "THE OFFER -- Fees and Expenses" in the Offer to Purchase, which is incorporated herein by reference.
17. Material to be filed as Exhibits.
(a)(1) Loan agreement with First Federal FSB (b)(1) Opinion of FinPro, Inc. dated April 9, 1998 delivered to the Board of Directors and the Special Committee of the Board (the "Special Committee")* (b)(2) April 1998 FinPro, Inc. Report delivered to the Board of Directors and the Special Committee* (c)(1) Mississippi View Holding Company Stock Employee Compensation Trust Agreement* (c)(2) Common Stock Purchase Agreement* (d)(1) Offer to Purchase dated April 13, 1998* (d)(2) Letter of Transmittal* (d)(3) Notice of Guaranteed Delivery* (d)(4) Letter from Securities Dealers, Commercial Banks and Trust Companies to their Clients* (d)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees* (d)(6) Letter to Stockholders dated April 13, 1998 from Thomas J. Leiferman, President and Chief Executive Officer of the Company* (d)(7) Letter to Participants in the Community Federal Savings and Loan Association of Little Falls Employee Stock Ownership Plan* (d)(8) Letter to Participants in the Community Federal Savings and Loan Association of Little Falls Profit Sharing Plan* (d)(9) Letter to Participants in the Community Federal Savings and Loan Association of Little Falls Management Stock Bonus Plan* (d)(10) Letter to Stockholders dated May 1, 1998 from Thomas J. Leiferman, President and Chief Executive Officer of the Company. (e) Not applicable (f)(1) Schedule 13E-4 of the Company dated April 13, 1998 (excluding exhibits)* (f)(2) Press Release issued by the Company on April 13, 1998.* (f)(3) Amendment No. 1 to Schedule 13E-4 dated May 1, 1998 (excluding exhibits) (f)(4) Press Release issued by the Company on April 30, 1998.
3 SIGNATURE After due 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: May 1, 1998 MISSISSIPPI VIEW HOLDING COMPANY By: /s/ Thomas J. Leiferman Name: Thomas J. Leiferman Title: President Dated: May 1, 1998 MISSISSIPPI VIEW HOLDING COMPANY STOCK EMPLOYEE COMPENSATION TRUST By: /s/ Gerald R. Peterson Name: Gerald R. Peterson Title: Trustee 4 EXHIBIT INDEX
Exhibit - ------- (a)(1) Loan agreement with First Federal FSB (b)(1) Opinion of FinPro, Inc. dated April 9, 1998 delivered to the Board of Directors and the Special Committee of the Board (the "Special Committee")* (b)(2) April 1998 FinPro, Inc. Report delivered to the Board of Directors and Special Committee* (c)(1) Mississippi View Holding Company Stock Employee Compensation Trust Agreement* (c)(2) Common Stock Purchase Agreement* (d)(1) Offer to Purchase dated April 13, 1998* (d)(2) Letter of Transmittal* (d)(3) Notice of Guaranteed Delivery* (d)(4) Letter from Securities Dealers, Commercial Banks and Trust Companies to their Clients* (d)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees* (d)(6) Letter to Stockholders dated April 13, 1998 from Thomas J. Leiferman, President and Chief Executive Officer of the Company* (d)(7) Letter to Participants in the Community Federal Savings and Loan Association of Little Falls Employee Stock Ownership Plan* (d)(8) Letter to Participants in the Community Federal Savings and Loan Association of Little Falls Profit Sharing Plan* (d)(9) Letter to Participants in the Community Federal Savings and Loan Association of Little Falls Management Stock Bonus Plan* (d)(10) Letter to Stockholders dated May 1, 1998 from Thomas J. Leiferman, President and Chief Executive Officer of the Company. (e) Not applicable (f)(1) Schedule 13E-4 of the Company dated April 13, 1998 (excluding exhibits)* (f)(2) Press Release issued by the Company on April 13, 1998* (f)(3) Amendment No. 1 to Schedule 13E-4 dated May 1, 1998 (excluding exhibits) (f)(4) Press Release issued by the Company on April 30, 1998.
5 EX-99.(A)(1) 2 EXHIBIT 99.(A)(1) Exhibit 99.(a)(1)
- ------------------------------------------------------------------------------------------------------------------------------------ First Federal fsb Mississippi View Holding Company 201 Main Street South 35 East Broadway Loan Number Hutchinson MN 55350 Little Falls MN 56345-3093 Date April 30, 1998 Maturity Date May 10, 1999 LENDER's NAME AND ADDRESS BORROWER's NAME AND ADDRESS Loan Amount $225,000.00 "You" means the Lender, "I" includes each Borrower above, Renewal Of its successors and assigns together and separately. - ------------------------------------------------------------------------------------------------------------------------------------
TERMS FOLLOWING A [_} APPLY ONLY IF CHECKED NOTE-For value received, I promise to pay to you, or your order, at your address above, the principal sum of:Two Hundred Twenty-Five Thousand and No/100----------------------------------------------------------------------------------------------Dollars $225,000.00 plus interest from May 10, 1998 at the rate of 9.0% per year until paid in full [_} LOAN ADMINISTRATIVE FEE - I also agree to pay a loan administrative fee of $_____, and it will be [_] paid in cash. [_] paid pro rata over the loan term. [_] withheld from the proceeds. (If this fee is withheld from the proceeds, the amount is included in the principal sum.) Upon prepayment in full (or acceleration). I will not be entitled to a rebate of part of the loan administrative fee. PAYMENT - I will pay this note as follows: (a) [X] Interest due: 3 payments of interest quarterly commencing August 10, 1998 Principal due: 1 payment of $225,000.00 plus remaining interest due on May 10, 1999 (b) [_] This note has ________ payments. The first payment is $_________ and is due: ________. A payment of $________ is due on the ________ day of each ________. The final payment of the entire unpaid balance of principal and interest will be due _________.
INTEREST - Interest accrues on a 365-day basis. [_] RETURN CHECK CHARGE - I agree to pay a service charge for each [_} LATE CHARGE - If a payment is not paid in full on or returned check or returned automatic payment request. The amount before the tenth day after its due date, I will be charged of the service charge will generally be $20.00, but if you use a a late fee of .5% of the amount of the payment or $_______ law enforcement agency to collect payment and the service charge is whichever is greater. [_} This amount may then increase so used to reimburse the law enforcement agency, the amount of the as to always be the highest amount allowed by law under service charge will be $25.00. Minnesota Statutes ss.47.50. THE PURPOSE OF THIS LOAN IS ______________________________________. - ------------------------------------------------------------------------------------------------------------------------------------ SECURITY - You have certain rights that may affect my property as explained on page 2. This loan [_} is [_] is not further secured. (a) [_] This loan is secured by __________________________________________________, dated ____________________________________. (b) [X] Security Agreement - I give you a security interest in the Property described below: The rights I am giving you in this Property and the obligations this agreement secures are defined on page 2 of this agreement. 25,000 shares of Mississippi View Holding Company Stock to be safekept at First Federal fsb * ADDITIONAL TERMS: Borrower must maintain loan to value at or below .50% at all times. This Property will be used for _______________________ purposes.
- ------------------------------------------------------------------------------------------------------------------------------------ ANNUAL PERCENTAGE RATE FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS I have the right to The cost of my credit The dollar amount the The amount of credit The amount I will have paid when receive at this time an as a yearly rate credit will cost me. provided to me or on I have made all scheduled payments. itemizataion of the my behalf. Amount Financed. 9.000 $ 20,250.00 $ 225,000.00 $ 245,250.00 X YES - I want an --- itemization. ___ NO - I do not want an itemization. - ------------------------------------------------------------------------------------------------------------------------------------ My Payment Schedule will be:____________________________________________________ Number of Payments Amount of Payments When Payments are Due 3 $ VARYING INTEREST PAID QUARTERLY "e" means an estimate. $ COMMENCING AUGUST 10, 1998 $___ Filing Fees. 1 $ 230,062.50 MAY 10, 1999 $___ Nonfiling insurance. $ - ------------------------------------------------------------------------------------------------------------------------------------ [X] This note has a demand feature: [_] This note is payable on demand and all disclosures are based on an assumed maturity of one year. Security - I am giving a security interest in: [X] (brief description of other property) [_] the goods or property being purchased. Assignment of Mississippi View Holding Company Stock [_] collateral securing other loans with you may also secure this loan. [_] my deposit accounts and other rights to the payment of money from you. [_] Late Charge - If a payment is not paid in full on or before the tenth day after its due date, I will be charged a late fee of .5% of the amount of the payment or $ ________ whichever is greater. [_] The amount may then increase so as to always be the highest amount allowed by law under Minnesota Statutes ss.47.59. [_] Required Deposit - The annual percentage rate does not take into account my required deposit. Prepayment - If I pay off this note early, I will not have to pay a penalty. [_] If I pay off this note early, I will not be entitled to a refund of part of the loan administrative fee. Assumption-Someone buying the property securing this obligation, cannot assume the remainder of the obligation on the original terms I can see my contract documents for any additional information about nonpayment, default, any required repayment before the scheduled date, and prepayment refunds and penalized. - ------------------------------------------------------------------------------------------------------------------------------------
CREDIT INSURANCE - Credit life insurance and credit disability insurance are not required to obtain credit, ITEMIZATION OF AMOUNT FINANCED and will not be provided unless I sign and agree to pay the additional costs. I may but any insurance from AMOUNT GIVEN TO ME DIRECTLY $ 225,000.00 anyone I choose or I may use existing insurance. AMOUNT PAID ON MY (LOAN) ACCOUNT $________________________ - ------------------------------------------------------- ----------------------------------------------- Type ________________ Premium ______________ Term ____ AMOUNTS PAID TO OTHERS ON MY BEHALF $________________________ Credit Line____________________________________________ to Insurance Companies $________________________ Credit Disability _____________________________________ to Public Officials $________________________ Join Credit Life ______________________________________ _______________________________________________ $________________________ _______________________________________________________ _______________________________________________ $________________________ I [_] do [X] do not want credit life insurance. _______________________________________________ $________________________ I [_] do [X] do not want credit disability insurance. (less) PREPAID FINANCE CHARGES(S) $________________________ I [_] do [X] do not want joint credit life insurance. I [_] do [X] do not want _______________Insurance: Amount Financed $ 225,000.00 x _____________________________________DOB____________ x_______________________________________DOB____________ (Add all items financed and subtract prepaid finance charges.) PROPERTY INSURANCE - I may obtain property insurance __________________________________________________________________________ from anyone I want that is acceptable to you. If I get the insurance from or through you, I will pay $________ SIGNATURES - I AGREE TO THE TERMS SET OUT ON PAGE 1 AND PAGE 2 OF THIS for __________ of coverage. AGREEMENT, I HAVE RECEIVED A COPY OF THIS DOCUMENT ON TODAY'S DATE. SINGLE INTEREST INSURANCE - I may obtain single interest CONSIGNERS - SEE NOTICE ON PAGE 2 BEFORE SIGNING. insurance from anyone I want that is acceptable to you. If I get the insurance from or through you I will pay MISSISSIPPI VIEW HOLDING COMPANY $_________________ for ____________ of coverage. - -------------------------------------------------------- Optional Signature ________________________________________________________________ Signed_______________________________________ For Lender Title __________________________________________________ Signature ________________________________________________________________ - ------------------------------------------------------------------------------------------------------------------------------------ SIMPLE INTEREST NOTE, DISCLOSURE, AND SECURITY AGREEMENT CONSUMER LOAN UNDER MN. STAT. ss47.50 - NOT FOR OPEN-END CREDIT @ 1981, 1988 Bancshare Systems, Inc., St. Cloud, MN (1-800-397-2341) Form NDaS SI-MN 12/20/95 [LOGO] (page 1 of 2)
ASSIGNMENT In this agreement, I, me and my refer to the persons(s) signing below. You and your refer to: First Federal fsb --------------------------------------------------------------------------- My Agreement You gave me Two Hundred Twenty Five Thousand and No/100-----------------Dollars ($225,000.00) today and I acknowledge receipt of that amount of money. In consideration of this sum of money, I agree to, and do in fact, sell, transfer (and assign) to you any and all right, title, claim and interest that I may have in and to the following property: 25,000 shares of Mississippi View Holding Company Stock - -------------------------------------------------------------------------------- My Signature Date Signed Mississippi View Holding Company X /s/Larry D. Hartwig 5-1 1998 --------------------------------------- -------------------------, ------ X /s/Mary Ann Karnowski 5-1 1998 --------------------------------------- -------------------------, ------ WITNESSES: X /s/ --------------------------------------- X /s/ --------------------------------------- (Continued on back) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- STATE OF _____________________________________________________ ss. COUNTY OF ____________________________________________________ On this _________________day of _____________________, 19____________, before me, ____________________________ a Notary Public in and for the County of ________________________, State of ___________ personally appeared _____________ ________________________________________________________________________________ to me known to be the person____ named in and who executed the foregoing instrument, and acknowledged that _____________ executed the same as ___________ ______________ voluntary act and deed. In Witness Whereof, I have hereunto signed my name and affixed my Notarial Seal the day and year last above written. _________________________________________________________________ Notary Public in and for _____________________ County, __________ STATE OF _____________________________________________________ ss. COUNTY OF ____________________________________________________ On this __________day of _________________, 19____________, before me, ____________________________ a Notary Public in and for the County of _________, State of ___________ personally appeared _______________________, President, and _______________________________, Secretary or Cashier, of ______________________ ____________, the Corporation which executed the above and foregoing instrument, who being by me duly sworn, each for himself, did say that they are respectively the _____________________ President and ____________________of said Corporation; that (the seal affixed to said instrument is the seal of said Corporation)---(no seal has been procured by the said Corporation) and that said instrument was by them signed and sealed on behalf of the said Corporation by authority of its board of directors, and each of them acknowledged the execution of said instrument to be the voluntary act and deed of said Corporation, by it and each of them voluntarily executed. In Witness Whereof, I have hereunto signed my name and affixed my Notarial Seal the day and year last above written. _________________________________________________________________ Notary Public in and for _____________________ County, __________ My commission expires ___________________________________________ ______________________________________________ ASSIGNMENT (General Form) ============================================== ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ ============================================== Office of ____________________________________ County of ____________________________________ State of _____________________________________ I hereby certify that the within Instrument was filed in this office for record on the __________ day of ____________ A.D. 19 _______ at ______________o'clock _____ M. and was duly recorded in Book _____________________________ of _____________________________ on page _____ ______________________________________________ ______________________ By ____________________________________ Deputy, =============================================== =============================================== _______________________________________________ FR G-3 OMB No. 7100-0018 Approval expires July 31, 1996 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM Statement of Purpose for an Extension of Credit Secured by Margin Stock by a Person Subject to Registration Under Regulation G (Federal Reserve Form G-3) First Federal fsb, 201 Main Street South, Hutchinson, MN -------------------------------------------------------- Name of Lender
This form is required by law (15 U.S.C. 76g and 78w; 12 C.F.R. 207). and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of Information, including suggestions for reducing this burden, to Secretary, Board of Governors of Public reporting burden for this collection of information is the Federal Reserve System, 20th and C Streets, N.W., estimated to average 10 minutes per response, including the time Washington, D.C. 20551; and to the Office of Management for reviewing instructions, searching existing data sources, and Budget, Paperwork Reduction Project (7100-0011), gathering and maintaining the data needed, and completing Washington, D.C. 20503.
Instructions 1. This form must be completed when a lender subject to registration under Regulation G extends credit secured directly or indirectly, in whole or in part, by any margin stock. 2. The term "margin stock" is defined in Regulation G (12 CFR 207) and includes, principally: (1) stocks that are registered on a rational securities exchange, stocks that are on the Federal Reserve Board's List of Maginable OTC Stocks, or any OTC security designated for trading in the National Market System; (2) debt securities (bonds) that are convertible into margin stock; and (3) shares of most mutual funds. 3. Please print or type (if space is inadequate, attach separate sheet). Part I To be completed by borrower(s) 1. What is the amount of the credit being extended? Two Hundred Twenty-five Thousand and No/100 Dollars --------------------------------------------------- ($225,000.00) 2. Will any part of this credit be used to purchase or carry margin securities? [X} Yes [_} No If the answer is "no," describe the specific purpose of the credit ------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- I(We) have read this form and certify that to the best of my (our) knowledge and belief the Information given is true, accurate, and complete. MISSISSIPPI VIEW HOLDING COMPANY Signed: Signed: /s/Larry D. Hartwig 5-1-98 /s/Mary ANn Karnowski 5-1-98 - ------------------------------------- ---------------------------------------- Borrower's signature Date Borrower's signature Date Larry D. Hartwig Mary Ann Karnowski - ------------------------------------- ---------------------------------------- Print or type name Print or type name This form should not be signed if blank. A borrower who falsely certifies the purpose of a credit on this form or otherwise willfully or intentionally evades the provisions of Regulation G will also violate Federal Reserve Regulation X, "Borrowers of Securities Credit." Bankers Systems, Inc., St. Cloud, MN Form G-3 8/31/95 FR G-3 Page 2 of 2 Part II To be completed by lender only if the purpose of the credit is to purchase or carry margin securities (Part 1 (2) answered "yes") 1. List the margin stock securing this credit; do not include debt securities convertible into margin stock. The maximum loan value of margin stock is 50 per cent of its current market value under the current Supplement to Regulation G.
- -------------------------------------------------------------------------------------------------- No. of Issue Market price Date and source Total market Shares per share of valuation value per issue (See note below) 25,000 Mississippi View Holding Company 18 5/8 $450,000.00 - --------------------------------------------------------------------------------------------------
2. List the debt securities convertible into margin stock securing this credit. The maximum loan value of such debt securities is 50 per cent of the current market value under the current Supplement to Regulation G.
- -------------------------------------------------------------------------------------------------- Principal Issue Market price Date and source Total market amount of valuation value per issue (See note below) - --------------------------------------------------------------------------------------------------
3. List other collateral including non-margin securities securing this credit.
- -------------------------------------------------------------------------------------------------- Describe briefly Market price Date and source Good faith of valuation loan value (See note below) - --------------------------------------------------------------------------------------------------
Note Lender need not complete "Data and source of valuation" if the market value was obtained from regularly published information in a journal of general circulation or automated quotation system. Part III To be signed by an authorized representative of the lender in all instances. I am a duly authorized representative of the lender and understand that this credit secured by margin stock may be subject to the credit restrictions of Regulation G. I have read this form and any attachments, and I have accepted the customer's statement in Part I in good faith as required by Regulation G"; and I certify that to the best of my knowledge and belief, all the information given is true, accurate, and complete. Signed: First Federal fsb April 30, 1998 /s/Betty Henke ______________________________________ ______________________________________ Date Authorized representative's signature Executive Secretary Betty Henke ______________________________________ ______________________________________ Title Print or type name ______________ *To accept the customer's statement in good faith, the authorized representative of the lender must be alert to the circumstances surrounding the credit and, if in possession of any information that would cause a prudent person not to accept the statement without inquiry, must have investigated and be satisfied that the statement is truthful. Among the facts which would require such investigation are receipt of the statement through the mail or from a third party. This form must be retained by the lender for three years after the credit is extinguished. EX-99.(D)(10) 3 EXHIBIT 99.(D)(10) Exhibit 99.(d)(10) LETTERHEAD OF MISSISSIPPI VIEW HOLDING COMPANY May 1, 1998 To Our Stockholders: As you are aware by now, Mississippi View Holding Company (the "Company") is offering to purchase 222,000 shares (approximately 30% of its currently outstanding shares) of its common stock from its stockholders at a cash price not greater than $21.50 nor less than $19.50 per share. Based upon the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine a single per share purchase price within that price range which will allow it to buy 222,000 shares (or such lesser number of shares as are validly tendered and not withdrawn at prices not greater than $21.50 nor less than $19.50 per share) (the "Purchase Price"). Subject to possible proration in the event more than 222,000 shares are tendered at or below the Purchase Price, all of the shares that are validly tendered at prices at or below that Purchase Price (and are not withdrawn) will be purchased at that same Purchase Price, net to the selling stockholder in cash. The Offer, proration period and withdrawal rights expire at 5:00 p.m., Eastern time, on Monday, May 11, 1998, unless the Offer is extended. As more fully discussed in the Offer to Purchase dated April 13, 1998, the Offer is conditioned upon, among other things, the Company obtaining the funds necessary to consummate the Offer and to pay all related fees and expenses (the "Financing Condition"). We are pleased to announce that the Company has secured financing arrangements sufficient to satisfy the Financing Condition. The Company has been informed by letter dated April 27, 1998, that the Office of Thrift Supervision ("OTS") confirmed that the Association's dividend to the Company falls within the safe harbor provisions of the OTS regulations. In addition, the Company has secured a commitment from First Federal FSB for a loan in the amount up to and including $225,000 for a term of one year, which is prepayable. The interest rate on the loan will be 9% payable quarterly. The loan will be secured by treasury shares of the Company. Neither the Company nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. You must make your own decision whether to tender shares and, if so, how many shares to tender and at which price or prices. This Offer is explained in detail in the Offer to Purchase dated April 13, 1998 and Letter of Transmittal which have previously been mailed to all stockholders. If you want to tender your shares, the instructions on how to tender shares are also explained in detail in the offering materials. If you need a copy of the offering materials, you may call MacKenzie Partners, our information agent, at 1-800-322- 2885. I encourage you to read these materials carefully before making any decision with respect to the Offer. Very truly yours, /s/Thomas J. Leiferman --------------------------------------- Thomas J. Leiferman President and Chief Executive Officer EX-99.(F)(4) 4 EXHIBIT 99.(F)(4) Exhibit 99.(f)(4) [Mississippi View Holding Company Letterhead] April 30, 1998 PRESS RELEASE For More Information, contact: Thomas J. Leiferman, President/CEO Mississippi View Holding Company 35 East Broadway Little Falls, MN 56345-3093 (320) 632-5461 Mississippi View Holding Company Announces 2nd Quarter Earnings Thomas J. Leiferman, President of Mississippi View Holding Company, Little Falls, Minnesota, parent company of Community Federal Savings & Loan Association of Little Falls, Minnesota, announced today earnings of $195,910 for the quarter ended March 31, 1998. Earnings for the quarter ended March 31, 1998, increased $22,048 compared to the three months ended March 31, 1997. Basic earnings per share (assuming no dilution) for the quarter ended March 31, 1998 and 1997 were $0.30 and $0.24, respectively. Diluted earnings per share were $0.27 and $0.23 per share for the quarter ended March 31, 1998 and 1997 respectively. Earnings for the six months ended March 31, 1998, was $372,614; an increase of $25,487 compared to the six months ended March 31, 1997. This increase was due to increased noninterest income offset by decreased net interest income. Basic earnings per share for the six month period ended March 31, 1998 and 1997 were $0.57 and $0.46, respectively. Diluted earnings per share were $0.51 and $0.45 per share for the six month period ended March 31, 1998 and 1997 respectively. At March 31, 1998, Community Federal Savings and Loan Association's tangible and core capital ratios were both 16.48%, which surpassed regulatory requirements of 2.0% and 4.0% respectively. In addition, Community Federal Savings and Loan Association's risk based capital level was 34.02% of risk based assets, an amount in excess of the current regulatory requirement of 8.0%. On April 13, 1998, the Company announced an offer to purchase (the "Offer") up to 222,000 shares of its Common Stock at a cash purchase price not in excess of $21.50 per share or less than $19.50 per share. The Offer expires at 5:00 p.m. Eastern Time on May 11, 1998. Mississippi View Holding Company April 30, 1998, Press Release Page 2 Mississippi View Holding Company had consolidated assets of $70.0 million and stockholders' equity of $12.8 million at March 31, 1998. Mississippi View Holding Company is listed on the OTC Bulletin Board under the symbol of "MIVI". There were 736,864 outstanding shares of common stock on March 31, 1998. Community Federal is a federally chartered stock savings and loan association. The Association's only office is located in Little Falls, Minnesota. The deposits are federally-insured by the Federal Deposit Insurance Corporation up to the legal maximum. The Association provides deposit services and offers traditional mortgage loan products to the local community. Mississippi View Holding Company Financial Highlights Condensed Consolidated Statement of Financial Condition
March 31, September 30, 1998 1997 (Unaudited) (Audited) - ----------------------------------------------------------------------------------------------------------- Assets Cash and Cash Equivalents $ 8,014,703 $ 1,104,594 Investments 18,209,627 21,019,510 Loans 42,017,762 44,610,359 Other Assets 1,717,578 1,811,987 ------------ ------------ Total Assets $ 69,959,670 $ 68,546,450 ============ ============ Liabilities Deposits $ 55,721,357 $ 55,183,587 Other Liabilities 1,444,939 1,294,959 ------------ ------------ Total Liabilities $ 57,166,296 $ 56,478,546 Stockholders' Equity $ 12,793,374 $ 12,067,904 ------------ ------------ Total Liabilities & Stockholders' Equity $ 69,959,670 $ 68,546,450 ============ ============
Condensed Consolidated Statement of Income
Three Months Ended March 31, Six Months Ended March 31, 1998 1997 1998 1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) - -------------------------------------------------------------------------------------------------------------------------------- Interest Income $ 1,276,531 $ 1,284,822 $ 2,548,438 $ 2,577,759 Interest Expense 620,206 621,052 1,246,256 1,255,347 ------------ ------------ ------------ ------------ Net Interest Income $ 656,325 $ 663,770 $ 1,302,182 $ 1,322,412 Provision for Loan Losses 0 0 0 0 ------------ ------------ ------------ ------------ Net Interest Income After Provisions $ 656,325 $ 663,770 $ 1,302,182 $ 1,322,412 ------------ ------------ ------------ ------------ Noninterest Income 81,251 40,515 123,440 78,032 Noninterest Expenses 417,449 398,865 819,599 837,685 ------------ ------------ ------------ ------------ Income Before Taxes 320,127 305,420 606,023 562,759 Income Tax 124,217 131,558 233,409 215,632 ------------ ------------ ------------ ------------ NET INCOME $ 195,910 $ 173,862 $ 372,614 $ 347,127 ============ ============ ============ ============ Dividends Declared Per Share $0.08 $0.08 $0.08 $0.08 Basic Earnings Per Share $0.30 $0.24 $0.57 $0.46 Diluted Earnings Per Share $0.27 $0.23 $0.51 $0.45
Selected Financial Ratios
At or for the Three Months At or for the Six Months Ended March 31 Ended March 31, ---------------------------- --------------------------------- 1998 1997 1998 1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) - ---------------------------------------------------------------------------------------------------------------------------- Return on Average Equity 6.93% 5.87% 6.65% 5.75% Return on Average Assets 1.17% 1.02% 1.12% 1.01% Net Yield on Average Interest Earning 3.98% 3.95% 3.97% 3.91% Assets Book Value per Share (1) $17.36 $15.55 $17.36 $15.55
(1) Based upon shares outstanding at March 31, 1998 and 1997, of 736,864 and 818,743 respectively. -----END PRIVACY-ENHANCED MESSAGE-----