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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
MISSISSIPPI VIEW HOLDING COMPANY
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(Name of Issuer)
MISSISSIPPI VIEW HOLDING COMPANY
MISSISSIPPI VIEW HOLDING COMPANY STOCK EMPLOYEE COMPENSATION TRUST
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(Name of Person(s) Filing Statement)
Common Stock, $.10 par value
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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
Mississippi View Holding Company
35 East Broadway
Little Falls, Minnesota 56345 (320) 632-5461
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(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
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Transaction Valuation* Amount of filing fee
$4,773,00 $954.60
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*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.
Amount Previously Paid: 954.60 Filing Party: Mississippi View Holding Company
Form or Registration No.: Schedule 13E-4 Date Filed: April 13, 1998
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This Rule 13E-3 Transaction Statement is being filed by Mississippi
View Holding Company, a Minnesota corporation (the "Company"), and the
Mississippi View Holding Company Stock Employee Compensation Trust (the "Trust")
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 indicate, 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 is hereby expressly incorporated herein by
reference. A copy of such Schedule 13E-4 of the Company (excluding exhibits) is
attached hereto as Exhibit (f)(1).
CROSS REFERENCE SHEET
Item in Location in
Schedule 13E-3 Schedule 13E-4
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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
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Item in Location in
Schedule 13E-3 Schedule 13E-4
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Item 15(a) *
Item 15(b) Item 6
Item 16 Item 8
Item 17 Separately included herewith
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* This Item is inapplicable or the answer thereto is in the negative.
1. Issuer and Class of Security Subject to the Transaction.
(a) The name of the issuer is Mississippi View Holding
Company. Its principal executive office is at 35
East Broadway, Little Falls, Minnesota 56345.
(b) The title, amount of securities outstanding of the
class of securities which is the subject of this
Schedule 13E-3 and the approximate number of holders
of record of such class are set forth in the section
titled "INTRODUCTION" in the Offer to Purchase,
which is incorporated herein by reference.
(c) The principal market in which the securities are
being traded and the high and low bid quotations are
set forth in the section titled "THE OFFER -- Price
Range of Shares; Dividends" in the Offer to
Purchase, which is incorporated herein by reference.
(d) Information as to dividends paid by the Company and
the effect on the ability to pay future dividends is
set forth in the section titled "THE OFFER -- Price
Range of Shares; Dividends" in the Offer to
Purchase, which is incorporated herein by reference.
(e) No underwritten public offering of the Company's
securities has been made by the persons filing this
Statement during the past three years.
(f) Information required by this paragraph of Item 1 is
set forth in Schedule A -- Previous Stock
Repurchases" in the Offer to Purchase, which
information is incorporated herein by reference.
2. Identity and Background.
(a-d) This Statement is being filed by the Company and the
and (g) Trust. The information set forth in the section
titled "INTRODUCTION" and in Schedule A to the Offer
to Purchase are incorporated herein by reference.
(e-f) Neither the Company, the Trust, nor, to the best of
their knowledge, any of the persons listed in
Schedule A to the Offer to Purchase, has during the
last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such
proceeding
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was or is subject to a judgment, decree or final
order enjoining further violations of, or
prohibiting activities subject to, federal or state
securities laws or finding any violation of such
laws.
3. Past Contacts, Transactions or Negotiations.
(a-b) The information required by this Item is set forth
in the sections titled "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Offer," "SPECIAL
FACTORS -- Fairness of the Transaction," "SPECIAL
FACTORS -- Interests of Directors and Executive
Officers; Transactions and Arrangements Concerning
Shares," and "THE OFFER -- Certain Information
Concerning the Company" in the Offer to Purchase,
each of which is incorporated herein by reference.
4. Terms of the Transaction.
(a) The material terms of the Offer are described in the
sections titled "INTRODUCTION" and "THE OFFER" in
the Offer to Purchase, each of which is incorporated
herein by reference.
(b) There are no terms or arrangements concerning the
Offer relating to any stockholder of the Company
which are not identical to those relating to other
holders of Shares, except as set forth in the
sections titled "INTRODUCTION" and "SPECIAL FACTORS
-- Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning Shares" in
the Offer to Purchase, each of which is incorporated
herein by reference.
5. Plans or Proposals of the Issuer or Affiliate.
The Company's plans or proposals regarding (a) the
sale of assets is set forth in the section titled
"SPECIAL FACTORS -- Plans for the Company after the
Offer"; (b) a change in the present dividend rate or
policy and the indebtedness of the Company is set
forth in the section titled "SPECIAL FACTORS --
Certain Effects of the Offer," and (c) causing a
class of equity securities to be delisted, eligible
for termination of registration and the suspension
of the issuer's obligation to file reports is set
forth in the sections titled "SPECIAL FACTORS --
Certain Effects of the Offer" and "THE OFFER --
Effects of the Offer on the Market for Shares;
Registration under the Exchange Act" in the Offer to
Purchase, each of which is incorporated herein by
reference.
There are no plans or proposals regarding (a) the
acquisition of additional securities of the issuer,
(b) an extraordinary corporate transaction, (c) any
change in the Board of Directors, (d) any change in
the issuer's corporate structure or (e) any change
in the issuer's organizational documents which may
impede control of the issuer.
6. Source and Amount of Funds or Other Consideration.
(a) Information as to the source and amount of funds to
and (c-d) be used in the Rule 13e-3 transaction is set forth
in the section titled "THE OFFER -- Source and
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Amount of Funds" in the Offer to Purchase, which is
incorporated herein by reference.
(b) Information as to the itemized expenses to be
incurred in connection with the Offer is set forth
in the section titled "THE OFFER -- Fees and
Expenses" in the Offer to Purchase, which is
incorporated herein by reference.
7. Purposes, Alternatives, Reasons and Effect.
(a) The purpose of the Offer and the reason for its
and (c) structure is set forth in the sections titled
"INTRODUCTION," "SPECIAL FACTORS -- Background of
the Offer" and "SPECIAL FACTORS -- Purposes of and
Reasons for the Offer" in the Offer to Purchase,
each of which is incorporated herein by reference.
(b) No alternative means were considered to accomplish
the purposes referenced to in (a) above.
(d) The effects of the Rule 13e-3 transaction is set
forth in the sections titled "INTRODUCTION,"
"SPECIAL FACTORS -- Fairness of the Offer," "SPECIAL
FACTORS -- Certain Effects of the Offer," "THE OFFER
-- Effect of the Offer on the Market for Shares;
Registration under the Exchange Act" and "THE OFFER
-- Certain Information Concerning the Company," and
the tax consequences are set forth in "SPECIAL
FACTORS -- Certain Federal Income Tax Consequences"
and "THE OFFER -- Certain Information Concerning the
Company" in the Offer to Purchase, each of which is
incorporated herein by reference.
8. Fairness of the Transaction.
The information required by this Item is set forth
in the sections titled "SPECIAL FACTORS -- Fairness
of the Offer" and "SPECIAL FACTORS -- Opinion of
Financial Advisor" in the Offer to Purchase, each of
which is incorporated herein by reference.
9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) All reports, opinions and appraisals received by the
and (b) Company are set forth in the section titled "SPECIAL
FACTORS -- Fairness of the Offer" and "SPECIAL
FACTORS -- Opinion of Financial Advisor" in the
Offer to Purchase, which is incorporated herein by
reference.
(c) The written opinion referred to in Item 9(a) is
available for inspection at the principal executive
offices of the Company by any interested stockholder
of the Company or his representative that has been
so designated in writing. Copies of such opinions
and materials will be transmitted by the Company to
any interested stockholder or his representative
that has been so designated in writing upon the
written request and at the expense of the requesting
stockholder.
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10. Interest in Securities of the Issuer.
The information required by this Item regarding
ownership by the issuer's officers and directors and
its affiliates and transactions in Shares in the
past 60 days is set forth in Schedule A to the Offer
to Purchase, which is incorporated herein by
reference.
11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities.
There are no contracts, agreements or understandings
with respect to the issuer's securities which would
be required to be disclosed pursuant to Item 11.
12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
(a) The information required by this paragraph is set
forth in the section titled "SPECIAL FACTORS --
Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning Shares" in
the Offer to Purchase, which is incorporated herein
by reference.
(b) Information regarding recommendations with respect
to the Offer is set forth in the sections titled
"INTRODUCTION" and "SPECIAL FACTORS -- Purposes of
and Reasons for the Offer" in the Offer to Purchase,
each of which is incorporated herein by reference.
13. Other Provisions of the Transactions.
(a) No appraisal rights will be available in connection
with the Offer.
(b) No provision has been made in connection with the
Offer to allow unaffiliated stockholders of the
Company to obtain access to the files of the
Company.
(c) No exchange of debt securities is involved.
14. Financial Information.
Audited financial statements for the years ended
September 30, 1996 and 1997 and unaudited financial
statements for the three months ended December 31,
1997 and 1996, are set forth on page II-1 to II-30
of the Offer to Purchase and are incorporated herein
by reference. Certain other summary financial
information is set forth in the section titled "THE
OFFER -- Certain Information Concerning the Company"
in the Offer to Purchase which is incorporated
herein by reference.
15. Persons and Assets Employed, Retained or Utilized.
(a) The use of corporate assets in connection with the
Offer is set forth in the section titled "THE OFFER
-- Source and Amount of Funds" in the Offer to
Purchase, which is incorporated herein by reference.
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(b) The information required by this paragraph is set
forth in the sections titled "INTRODUCTION,"
"SPECIAL FACTORS -- Opinion of Financial Advisor"
and "THE OFFER -- Fees and Expenses" in the Offer to
Purchase, each of which is incorporated herein by
reference.
16. Additional Information.
Additional information concerning the Offer is set
forth in the Offer to Purchase, which is
incorporated herein by reference in its entirety.
17. Material to be filed as Exhibits.
(a) To be filed by amendment, if applicable
(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
(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.
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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: April 10, 1998 MISSISSIPPI VIEW HOLDING COMPANY
By: /s/ Thomas J. Leiferman
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Name: Thomas J. Leiferman
Title: President
Dated: April 10, 1998 MISSISSIPPI VIEW HOLDING COMPANY
STOCK EMPLOYEE COMPENSATION TRUST
By: /s/ Gerald R. Peterson
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Name: Gerald R. Peterson
Title: Trustee
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EXHIBIT INDEX
Exhibit
(a) To be filed by amendment, if applicable
(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
(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
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