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
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(Title of Class of Securities)
605785 10 4
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(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
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(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.
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<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
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Name: Thomas J. Leiferman
Title: President and Chief Executive Officer
