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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
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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)
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.
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SCHEDULE 13D
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CUSIP NO. 826497-10-9 PAGE 2 OF 12 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 OFA GROUP<F*> (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
BK, AF, OO
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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 7 SOLE VOTING POWER
30,400 Common
SHARES 282,900 Common - Right to Acquire (Convertible Debentures)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
30,400 Common
REPORTING 282,900 Common - Right to Acquire (Convertible Debentures)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,300 (Includes Right to Acquire Common Shares)
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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)
8.8%
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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
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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
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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.
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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
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James F. Dierberg, President
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<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. PAGE NO.
- ----------- --------
<S> <C>
Exhibit 2A 7
Exhibit 2B 8
Exhibit 2C 9
Exhibit 2D 10
Exhibit 2E 11
Exhibit 5(c) 12
Exhibit 7 <F*>
<FN>
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<F*> Confidential Exhibit, dated September 29, 1995, Filed with the Secretary
of the Commission
</TABLE>
6
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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
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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
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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
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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.
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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.
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EXHIBIT 5(c)
TIDAL INSURANCE LIMITED
(Transactions Effected Within Past 60 Days)
<TABLE>
<CAPTION>
PURCHASES OF COMMON STOCK
IDENTITY OF NUMBER OF PRICE PER
PURCHASER 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>
PURCHASES OF 8-1/2% CONVERTIBLE SUBORDINATED DEBENTURES
IDENTITY OF PRINCIPAL PRICE PER
PURCHASER DATE OF PURCHASE AMOUNT PURCHASED UNIT
<S> <C> <C> <C>
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
</TABLE>
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