SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NUMBER 1
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
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(Name of Issuer)
MISSISSIPPI VIEW HOLDING COMPANY
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(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
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(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
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Transaction Valuation* Amount of
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$4,773,000 $954.60
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* 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.
Amount Previously Paid: $954.60 Filing Party: Mississippi View Holding Company
Form or Registration No.: Schedule 13E-4 Date Filed: April 14, 1998
This Statement amends and supplements the Issuer Tender Offer Statement
(the "Statement") filed on April 14, 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 2. Source and Amount of Funds or Other Consideration.
(a)-(b) The information set forth in "The Offer -- Source and Amount of
Funds" in the Offer to Purchase is incorporated herein by reference. The
information set forth in the Letter to Stockholders dated May 1, 1998 is
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
(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.
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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.
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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 1, 1998.
MISSISSIPPI VIEW HOLDING COMPANY
By: /s/ Thomas J. Leiferman
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Name: Thomas J. Leiferman
Title: President and Chief Executive Officer