UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Mississippi View Holding Company
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
605785-10-4
(CUSIP Number)
January 5, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
/ / Rule 13d-1(b)
/ x / Rule 13d-1(c)
/ / Rule 13d-1(d)
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).
<PAGE>
SCHEDULE 13G
CUSIP No. 605785-10-4
1 NAME OF REPORTING PERSON
Investors of America, Limited Partnership
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
43-1521079
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
40,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
40,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12 TYPE OF REPORTING PERSON
IV,PN
<PAGE>
SCHEDULE 13G
CUSIP No. 605785-10-4
1 NAME OF REPORTING PERSON
Tidal Insurance Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
66-0420778
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
40,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
40,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12 TYPE OF REPORTING PERSON*
IC,CO
<PAGE>
SCHEDULE 13G
CUSIP No. 605785-10-4
1 NAME OF REPORTING PERSON
First Securities America, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
43-1185839
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
40,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
40,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 605785-10-4
1 NAME OF REPORTING PERSON
James F. Dierberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
40,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
40,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13G
This Statement on Schedule 13G relates to shares of common stock, par
value $.10 per share (the "Common Stock"), of Mississippi View Holding Company,
whose principal executive offices are located at 35 East Broadway, Little Falls,
Minnesota (the "Issuer"). 40,000 shares of the Common Stock were acquired by
Tidal Insurance Limited ("Tidal") on February 6, 1997, at a time when there were
approximately 859,714 shares outstanding. Accordingly, the shares acquired did
not constitute 5% or more of the outstanding Common Stock. Tidal is wholly owned
by Investors of America Limited Partnership ("Investors").
In December, 1998 the shares of Common Stock were transferred to
Investors. In early January 2000, during a review of investments, it was
realized for the first time that the Issuer's repurchases of shares had
increased the percentage ownership represented by 40,000 shares from less than
5% to 7.4%. Accordingly, the reporting persons are filing this Schedule 13G in
order to report such ownership. Except for the transfer of the shares from Tidal
to Investors, there have been no transactions in the Common Stock by any of the
reporting persons since Tidal's initial acquisition of the 40,000 shares.
James F. Dierberg is the controlling shareholder of First Securities
America, Inc., and First Securities America, Inc. is the General Partner of
Investors. Because (1) Investors controls Tidal, (2) First Securities America,
Inc. controls Investors, and (3) James F. Dierberg controls First Securities
America, Inc., Investors and Tidal, Tidal, First Securities America, Inc. and
Mr. Dierberg may be deemed to be beneficial owners of the shares reported.
ITEM 1
(a) Name of Issuer: Mississippi View Holding Company
(b) Address of Issuer's Principal Executive Offices:
35 East Broadway
Little Falls, Minnesota 56345-3093
ITEM 2
(a) The persons filing this statement (each, a "Reporting Person") are
Investors, Tidal, First Securities America, Inc. and James F. Dierberg.
(b) The principal business office of Investors, Tidal and James F. Dierberg is
135 N. Meramec, Clayton, Missouri 63105. The principal business office of
First Securities America, Inc. is 11 East Lockwood, Webster Groves,
Missouri 63119.
<PAGE>
(c) Investors is a Nevada limited partnership; Tidal is a British West Indies
corporation; First Securities America, Inc. is a Missouri corporation; and
James F. Dierberg is a United States citizen.
(d) Title of Class of Securities: Common Stock, par value $.10 per share
(e) CUSIP Number: 605785-10-4
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the
Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance company as defined in Section 3(a)(19) of
the Act
(d) / / Investment company registered under Section 8 of the
Investment Company Act of 1940
(e) / / Investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) / / An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) / / A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G)
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
ITEM 4 Ownership
(a) Amount beneficially owned: 40,000 shares
(b) Percent of class: 7.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or direct the vote: 40,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose of to direct the disposition of: 40,000
ITEM 5 Ownership of Five Percent or Less of a Class
Not applicable
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person
Not applicable
<PAGE>
ITEM 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable
ITEM 8 Identification and Classification of Members of the Group
Not applicable
ITEM 9 Notice of Dissolution of Group
Not applicable
ITEM 10
By signing below, each of the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits
Exhibit 1 Joint filing Agreement dated January 31, 2000 by and among Investors,
Tidal, First Securities America, Inc. and James F. Dierberg.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement on Schedule 13G is true, complete and correct.
Dated: January 31, 2000
Investors of America, Limited Partnership
By:/s/James F. Dierberg
---------------------------------------
James F. Dierberg, President of First
Securities America, Inc., General Partner
Tidal Insurance Limited
By: /s/James F. Dierberg
------------------------------------
James F. Dierberg, President
First Securities America, Inc.
By: /s/James F. Dierberg
------------------------------------
James F. Dierberg, President
/s/James F. Dierberg
----------------------------------
James F. Dierberg, Individually
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock, par value $.10 per share of Mississippi View
Holding Company, and further agree that this Joint Filing Agreement be included
as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for
timely filing of such statement on Schedule 13G and any amendments thereto, and
for the completeness and accuracy of the information concerning such party
contained therein; provided, however, that no party is responsible for the
completeness or accuracy of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
In witness whereof, the undersigned have executed this Agreement as of
January 31, 2000.
Investors of America, Limited Partnership
By: /s/James F. Dierberg
-----------------------------------------------
James F. Dierberg, President of First
Securities America, Inc., General Partner
Tidal Insurance Limited
By:/s/James F. Dierberg
--------------------------------------------
James F. Dierberg, President
First Securities America, Inc.
By: /s/James F. Dierberg
-------------------------------------------
James F. Dierberg, President
/s/James F. Dierberg
------------------------------------------
James F. Dierberg, Individually
