<PAGE> 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 )
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SIERRA TAHOE BANCORP
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(Name of Issuer)
COMMON STOCK NO PAR VALUE
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(Title of Class of Securities)
826497-10-9
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(CUSIP Number)
Allen H. Blake, Senior Vice President, First Banks, Inc.
135 N. Meramec, Clayton, MO 63105
(314) 854-4600
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(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.
<F*>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).
<PAGE> 2
SCHEDULE 13D
- ------------------------------ ---------------------------
CUSIP NO. 826497-10-9 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIDAL INSURANCE LIMITED
66-0420778
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*> (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO / /
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH WEST INDIES
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NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY 282,900 Common - Right to Acquire (Convertible
Debentures)
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OWNED BY 8 SHARED VOTING POWER
EACH NONE
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 282,900 Common - Right to Acquire (Convertible
Debentures)
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,900 Right to Acquire Common Shares - (Convertible Debentures)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES<F*> / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% Right to Acquire Common Shares - (Convertible Debentures)
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14 TYPE OF REPORTING PERSON
IC, CO
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<F*>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
<PAGE> 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
<PAGE> 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
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James F. Dierberg, President
4
<PAGE> 5
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. PAGE NO.
- ----------- --------
<S> <C>
Exhibit 5(c) 6
</TABLE>
5
<PAGE> 6
EXHIBIT 5(c)
TIDAL INSURANCE LIMITED
(Transactions Effected Within Past 60 Days)
<TABLE>
PURCHASES AND SALES OF COMMON STOCK
<CAPTION>
IDENTITY OF NUMBER OF PRICE PER
PURCHASER/SELLER DATE OF PURCHASE SHARES PURCHASED SHARE
<S> <C> <C> <C>
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
<CAPTION>
NUMBER OF PRICE PER
DATE OF SALE SHARES SOLD SHARE
<C> <C> <C>
October 11, 1995 30,400 $10.7500
<CAPTION>
PURCHASES AND SALES OF 8-1/2% CONVERTIBLE SUBORDINATED DEBENTURES
IDENTITY OF PRINCIPAL PRICE PER
PURCHASER/SELLER DATE OF PURCHASE AMOUNT PURCHASED UNIT
<S> <C> <C> <C>
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
<CAPTION>
PRINCIPAL PRICE PER
DATE OF SALE AMOUNT SOLD UNIT
<C> <C> <C>
October 17, 1995 235,000 $120.00
</TABLE>
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