SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FINAL AMENDMENT
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.
<TABLE>
<CAPTION>
<S> <C>
Amount Previously Paid: $954.60 Filing Party: Mississippi View Holding Company
Form or Registration No.: Schedule 13E-4 Date Filed: April 14, 1998
</TABLE>
<PAGE>
This Final Amendment 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,
May 8, 1998 and May 12, 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 "Modified Dutch Auction" self-tender offer which commenced on April
13, 1998, expired at 5:00 p.m., Eastern Time, May 11, 1998. Based on a final
count 222,050 shares tendered will be purchased, approximately 30% of the common
shares outstanding, and the price at which such shares will be purchased is
$21.25 per share (the "Purchase Price"). Odd lots tendered at or below the
purchase price totaling 514 shares will be purchased in their entirety. The
remaining 221,536 shares will be purchased on a 89 percent pro rata basis from
shareholders who tendered a total of 248,912 shares to the Company at or below
the Purchase Price. All shares not purchased will be returned to tendering
shareholders as promptly as practicable.
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),
(f)(7) and (f)(8).
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) *
2
<PAGE>
Item in Location in
Schedule 13E-3 Schedule 13E-4
-------------- --------------
Item 10(b) Item 4
Item 11 Item 5
Item 12 *
Item 13 *
Item 14 Item 7
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)(1) 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)****
(f)(8) Final Amendment to Schedule 13E-4 dated May 26, 1998
(excluding exhibits)
3
<PAGE>
- ---------------------
* 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
**** Previously filed with Amendment No. 3 to Schedule 13E-3 on May 12, 1998
4
<PAGE>
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 19, 1998 MISSISSIPPI VIEW HOLDING COMPANY
By: /s/ Thomas J. Leiferman
-------------------------------------------
Name: Thomas J. Leiferman
Title: President
Dated: May 19, 1998 MISSISSIPPI VIEW HOLDING COMPANY
STOCK EMPLOYEE COMPENSATION TRUST
By: /s/ Gerald R. Peterson
---------------------------------------
Name: Gerald R. Peterson
Title: Trustee
5
<PAGE>
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.**
6
<PAGE>
(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)****
(f)(8) Final Amendment to Schedule 13E-4 dated May 26, 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
**** Previously filed with Amendment No. 3 to Schedule 13E-3 on May 12, 1998
7
Exhibit (f)(8)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FINAL AMENDMENT
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.
<TABLE>
<CAPTION>
<S> <C>
Amount Previously Paid: $954.60 Filing Party: Mississippi View Holding Company
Form or Registration No.: Schedule 13E-4 Date Filed: April 14, 1998
</TABLE>
<PAGE>
This Final Amendment amends and supplements the Issuer Tender Offer
Statement (the "Statement") filed on April 14, 1998, and amended on May 1, 1998,
May 8, 1998 and May 12, 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.
The "Modified Dutch Auction" self-tender offer which commenced on April 13,
1998, expired at 5:00 p.m., Eastern Time, May 11, 1998. Based on a final count
222,050 shares tendered will be purchased, approximately 30% of the common
shares outstanding, and the price at which such shares will be purchased is
$21.25 per share (the "Purchase Price"). Odd lots tendered at or below the
purchase price totaling 514 shares will be purchased in their entirety. The
remaining 221,536 shares will be purchased on a 89 percent pro rata basis from
shareholders who tendered a total of 248,912 shares to the Company at or below
the Purchase Price. All shares not purchased will be returned to tendering
shareholders as promptly as practicable.
2
<PAGE>
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 19, 1998.
MISSISSIPPI VIEW HOLDING COMPANY
By: /s/ Thomas J. Leiferman
--------------------------------------------------
Name: Thomas J. Leiferman
Title: President and Chief Executive Officer
