SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
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.
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Amount Previously Paid: $954.60 Filing Party: Mississippi View Holding Company
Form or Registration No.: Schedule 13E-4 Date Filed: April 14, 1998
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This Statement 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
and May 8, 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 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) and
(f)(7).
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) *
Item 10(b) Item 4
Item 11 Item 5
Item 12 *
Item 13 *
Item 14 Item 7
2
<PAGE>
Item in Location in
Schedule 13E-3 Schedule 13E-4
-------------- --------------
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.
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(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)(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.**
(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)
</TABLE>
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* 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
3
<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 12, 1998 MISSISSIPPI VIEW HOLDING COMPANY
By: /s/ Thomas J. Leiferman
---------------------------
Name: Thomas J. Leiferman
Title: President
Dated: May 12, 1998 MISSISSIPPI VIEW HOLDING COMPANY
STOCK EMPLOYEE COMPENSATION TRUST
By: /s/ Gerald R. Peterson
---------------------------
Name: Gerald R. Peterson
Title: Trustee
4
<PAGE>
EXHIBIT INDEX
Exhibit
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(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.**
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5
<PAGE>
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(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)
</TABLE>
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* 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
6
Exhibit (f)(6)
<PAGE>
[MacKenzie Partners Letterhead]
CONTACT:
Thomas J. Leiferman
President/CEO
Mississippi View Holding Company
(320) 632-5461
FOR IMMEDIATE RELEASE:
- ----------------------
Mississippi View Holding Company
Share Repurchase Preliminary Results
Little Falls, Minnesota -- May 12, 1998 -- Mississippi View Holding
Company (formerly traded on Nasdaq SmallCap Market under the symbol "MIVI"), the
holding company of Community Federal Savings & Loan Association of Little Falls
(the "Association") announced today that the "Modified Dutch Auction"
self-tender offer which commenced on April 13, 1998 expired at 5:00 p.m.,
Eastern time, May 11, 1998. Shareholders tendered approximately 268,351 shares
(including shares tendered pursuant to guarantees of delivery) or approximately
36.4% of the common shares outstanding. It is expected that the purchase price
will be $21.25 per share. The Company intends to purchase 222,000 shares, or
approximately 82.7% of all shares tendered. All shares tendered above $21.25 per
share and shares not purchased due to proration will be promptly returned. The
numbers and prices set forth above are subject to verification in the final
count, which is not expected to be completed for several days.
The Company also announced that 57,164 shares were sold to the
Mississippi View Holding Company Stock Employee Compensation Trust at a price of
$21.25 per share on May 12, 1998. The shares held by the Trust will be used to
fund stock based compensation plans of the Company.
# # # # # # # # # # # # # # # # #
Exhibit (f)(7)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 3
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.
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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 Statement amends and supplements the Issuer Tender Offer Statement
(the "Statement") filed on April 14, 1998 and amended on May 1, 1998 and May 8,
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.
Item 9. Material to be Filed as Exhibits.
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(a)(1) Form of Offer to Purchase dated April 13, 1998.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees dated April 13, 1998.*
(a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees dated April 13, 1998.*
(a)(5) Form of Notice of Guaranteed Delivery.*
(a)(6) Form of Letter to Stockholders from the Chief Executive Officer of the Company
dated April 13, 1998.*
(a)(7) Form of press release issued by the Company dated April 13, 1998.*
(a)(8) Form of Letter to Participants in the Community Federal Savings and Loan Association of
Little Falls Employee Stock Ownership Plan dated April 13, 1998.*
(a)(9) Form of Letter to Participants in the Community Federal Savings and Loan Association of
Little Falls Profit Sharing Plan dated April 13, 1998.*
(a)(10) Form of Letter to Participants in the Community Federal Savings and Loan Association of
Little Falls Management Stock Bonus Plan dated April 13, 1998.*
(a)(11) Form of Letter to Stockholders from the Chief Executive Officer of the Company dated May
1, 1998.**
(a)(12) Form of press release issued by the Company dated April 30, 1998.**
(a)(13) Form of press release issued by the Company dated May 12, 1998.
</TABLE>
2
<PAGE>
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(b)(1) Loan agreement with First Federal FSB.**
(c)(1) Mississippi View Holding Company Stock Employee Compensation Trust Agreement*
(c)(2) Common Stock Purchase Agreement*
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
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* Previously filed on April 14, 1998 with the Schedule 13E-4.
** Previously filed on May 1, 1998 with Amendment No. 1 to Schedule 13E-4.
3
<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 12, 1998.
MISSISSIPPI VIEW HOLDING COMPANY
By: /s/ Thomas J. Leiferman
-----------------------------------------------
Name: Thomas J. Leiferman
Title: President and Chief Executive Officer
