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
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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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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 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.
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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.
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2
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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.
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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
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INDEX OF 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.
(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.
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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.
Exhibit (a)(13)
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[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.
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