SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. __________)
MISSISSIPPI VIEW HOLDING COMPANY
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(Name of Issuer)
Common Stock $0.10 Par Value Per Share
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(Title of Class of Securities)
605785 10 4
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(CUSIP Number)
Gerald Peterson
Mississippi View Holding Company
35 East Broadway
Little Falls, Minnesota 56345
(320) 632-5461
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 1997
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(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(e), 13d-1(f) or 13d-1(g), check the
following box ( ).
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages.)
(Page 1 of 7 pages)
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CUSIP No. 605785 10 4 13D Page 2 of 7 Pages
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<TABLE>
<CAPTION>
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<S> <C> <C>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gerald Peterson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 28,290 Shares
BENEFICIALLY -------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 6,250 Shares
REPORTING -------------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
34,694 Shares
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10 SHARED DISPOSITIVE POWER
6,250 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,944 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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14 TYPE OF REPORTING PERSON
IN
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</TABLE>
<PAGE>
Item 1. Security and Issuer
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The class of equity securities to which this Statement relates is the
common stock, $0.10 par value per share (the "Common Stock"), of Mississippi
View Holding Company (the "Issuer"), the executive office of which is located at
35 East Broadway, Little Falls, Minnesota 56345.
Item 2. Identity and Background
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(a) Name: Gerald Peterson
(b) Residence or Business Address: 35 East Broadway, Little Falls, Minnesota
56345.
(c) Present Principal Occupation or Employment: Owner of family shoe store.
(d) None.
(e) None.
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
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The purchase of the Common Stock was made with the personal funds of Mr.
Peterson. Mr. Peterson received 1,209 shares of restricted stock and 6,404
shares underlying options which were granted pursuant to compensation plans of
the Issuer.
Item 4. Purpose of Transaction
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All of the shares reported on this Schedule 13D as beneficially owned by
Mr. Peterson were acquired for investment. Mr. Peterson may, from time to time,
depending upon market conditions and other investment considerations, purchase
additional securities of the Issuer for investment or dispose of securities of
the Issuer. As a director of the Issuer, Mr. Peterson from time to time,
explores and is presented with potential actions and transactions which may be
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advantageous to the Issuer and its stockholders, including possible mergers,
acquisitions and other business combinations. On April 13, 1998, the Issuer
commenced an issuer tender offer for approximately 30% of its outstanding shares
of Common Stock. Assuming all such shares are purchased pursuant to the offer,
officers and directors (including Mr. Peterson) and affiliates of the Company
will own approximately 49.5% of the outstanding Common Stock after the offer. In
addition, the Company has indicated that it is eligible to terminate its
registration under the Securities Exchange Act of 1934, as amended, and that it
intends to do so regardless of the results of the offer.
Other than as discussed above and in the performance of his duties as a
director of the Issuer, Mr. Peterson has no current plans or proposals which
relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
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(g) changes in the Issuer's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any persons;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a) 40,944 shares are beneficially owned by the reporting person as of the
date of this statement, representing 5.6% of the issued and outstanding shares.
The shares beneficially owned include 6,404 shares which the reporting person
has a right to acquire within sixty days pursuant to the exercise of stock
options. The shares beneficially owned also include 6,250 shares held by Mr.
Peterson's spouse and 25 shares owned by a trust under the Uniform Gifts to
Minors Act for which the reporting person is custodian.
(b) Other than 6,250 shares held by Mr. Peterson's spouse, all such shares
are owned directly or beneficially, over which shares the reporting person
exercises sole voting and dispositive power. Reference is made to Items 7, 8, 9,
10, and 11 of the cover page of this statement.
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<PAGE>
(c) No transactions in the class of securities reporting on have been
effected during the past sixty days.
(d) No other person has any interest in the securities reported on
pursuant to his Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding, or Relationships With Respect
to Securities of the Issuer
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There are no contracts, arrangements, understandings, or relationships
between the undersigned and any other person with respect to the issuer's
securities, including but not limited to the transfer or voting of securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, the giving or withholding of
proxies, or otherwise.
Item 7. Material to be Filed as Exhibits
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Not applicable.
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<PAGE>
SIGNATURE
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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.
Date: April 21, 1998 /s/ Gerald Peterson
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Gerald Peterson
