-----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, GZEqcwsPGkwYuT+/AdW66rsvkZcElFm/A0mHPdoBeWK16M2//ATJU9J18PT34kC6 5RBXc2JM3X4CmFVSYwLg3Q== 0000946275-98-000307.txt : 19980513 0000946275-98-000307.hdr.sgml : 19980513 ACCESSION NUMBER: 0000946275-98-000307 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980512 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: 98616650 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. 3 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 and amended on May 1, 1998 and May 8, 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), (f)(3), (f)(5) and (f)(7). 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 2 Item in Location in 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. 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.** (f)(5) Amendment No. 2 to Schedule 13E-4 dated May 8, 1998 (excluding exhibits)*** (f)(6) Press Release issued by the Company on May 12, 1998. (f)(7) Amendment No. 3 to Schedule 13E-4 dated May 12, 1998 (excluding exhibits)
- ------------------ * Previously filed with Schedule 13E-3 on April 14, 1998 ** Previously filed with Amendment No. 1 to Schedule 13E-3 on May 1, 1998 *** Previously filed with Amendment No. 2 to Schedule 13E-3 on May 8, 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 12, 1998 MISSISSIPPI VIEW HOLDING COMPANY By: /s/ Thomas J. Leiferman --------------------------- Name: Thomas J. Leiferman Title: President Dated: May 12, 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.**
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(f)(5) Amendment No. 2 to Schedule 13E-4 dated May 8, 1998 (excluding exhibits)*** (f)(6) Press Release issued by the Company on May 12, 1998. (f)(7) Amendment No. 3 to Schedule 13E-4 dated May 12, 1998 (excluding exhibits)
- ----------------------- * Previously filed with Schedule 13E-3 on April 14, 1998 ** Previously filed with Amendment No. 1 to Schedule 13E-3 on May 1, 1998 *** Previously filed with Amendment No. 2 to Schedule 13E-3 on May 8, 1998 6 EX-99.(F)(6) 2 EXHIBIT 99.(F)(6) Exhibit (f)(6) [MacKenzie Partners Letterhead] CONTACT: Thomas J. Leiferman President/CEO Mississippi View Holding Company (320) 632-5461 FOR IMMEDIATE RELEASE: - ---------------------- Mississippi View Holding Company Share Repurchase Preliminary Results Little Falls, Minnesota -- May 12, 1998 -- Mississippi View Holding Company (formerly traded on Nasdaq SmallCap Market under the symbol "MIVI"), the holding company of Community Federal Savings & Loan Association of Little Falls (the "Association") announced today that the "Modified Dutch Auction" self-tender offer which commenced on April 13, 1998 expired at 5:00 p.m., Eastern time, May 11, 1998. Shareholders tendered approximately 268,351 shares (including shares tendered pursuant to guarantees of delivery) or approximately 36.4% of the common shares outstanding. It is expected that the purchase price will be $21.25 per share. The Company intends to purchase 222,000 shares, or approximately 82.7% of all shares tendered. All shares tendered above $21.25 per share and shares not purchased due to proration will be promptly returned. The numbers and prices set forth above are subject to verification in the final count, which is not expected to be completed for several days. The Company also announced that 57,164 shares were sold to the Mississippi View Holding Company Stock Employee Compensation Trust at a price of $21.25 per share on May 12, 1998. The shares held by the Trust will be used to fund stock based compensation plans of the Company. # # # # # # # # # # # # # # # # # EX-99.(F)(7) 3 EXHIBIT 99.(F)(7) Exhibit (f)(7) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NUMBER 3 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) MISSISSIPPI VIEW HOLDING COMPANY -------------------------------- (Name of Issuer) MISSISSIPPI VIEW HOLDING COMPANY -------------------------------- (Name of Person Filing Statement) Common Stock, Par Value $0.10 per Share --------------------------------------- (Title of Class of Securities) 605785 10 4 ----------- (CUSIP Number of Class of Securities) Thomas J. Leiferman President and Chief Executive Officer Mississippi View Holding Company 35 East Broadway Little Falls, Minnesota 56345-3093 (320) 632-5461 With Copies to: Lloyd H. Spencer, Esq. Malizia, Spidi, Sloane & Fisch, P.C. One Franklin Square 1301 K Street, N.W. Suite 700 East Washington, DC 20005 (202) 434-4660 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) April 13, 1998 -------------- (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of $4,773,000 $954.60 - -------------------------------------------------------------------------------- * For purposes of calculating fee only. Based on the Offer for 222,000 shares at the maximum tender offer price per share of $21.50. [ ] 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 Issuer Tender Offer Statement (the "Statement") filed on April 14, 1998 and amended on May 1, 1998 and May 8, 1998, relating to the issuer tender offer by Mississippi View Holding Company, a Minnesota corporation (the "Company"), to purchase up to 222,000 shares of common stock, par value $0.10 per share (the "Shares"), at prices not greater than $21.50 nor less than $19.50 per Share upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 13, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which are herein collectively referred to as the "Offer"). The Offer is being made to all holders of Shares, including officers, directors and affiliates of the Company. Item 9. Material to be Filed as Exhibits.
(a)(1) Form of Offer to Purchase dated April 13, 1998.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated April 13, 1998.* (a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated April 13, 1998.* (a)(5) Form of Notice of Guaranteed Delivery.* (a)(6) Form of Letter to Stockholders from the Chief Executive Officer of the Company dated April 13, 1998.* (a)(7) Form of press release issued by the Company dated April 13, 1998.* (a)(8) Form of Letter to Participants in the Community Federal Savings and Loan Association of Little Falls Employee Stock Ownership Plan dated April 13, 1998.* (a)(9) Form of Letter to Participants in the Community Federal Savings and Loan Association of Little Falls Profit Sharing Plan dated April 13, 1998.* (a)(10) Form of Letter to Participants in the Community Federal Savings and Loan Association of Little Falls Management Stock Bonus Plan dated April 13, 1998.* (a)(11) Form of Letter to Stockholders from the Chief Executive Officer of the Company dated May 1, 1998.** (a)(12) Form of press release issued by the Company dated April 30, 1998.** (a)(13) Form of press release issued by the Company dated May 12, 1998.
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(b)(1) Loan agreement with First Federal FSB.** (c)(1) Mississippi View Holding Company Stock Employee Compensation Trust Agreement* (c)(2) Common Stock Purchase Agreement* (d) Not applicable. (e) Not applicable. (f) Not applicable.
- ------------------- * Previously filed on April 14, 1998 with the Schedule 13E-4. ** Previously filed on May 1, 1998 with Amendment No. 1 to Schedule 13E-4. 3 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. Dated: May 12, 1998. MISSISSIPPI VIEW HOLDING COMPANY By: /s/ Thomas J. Leiferman ----------------------------------------------- Name: Thomas J. Leiferman Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----