-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FrTPx2uFLTCjHQrGKCjtbtU7upVyYMp1W+93e92+ZszI+IQPrr9y9PnWasOCEGgy Nb+AphBQvIlvRCfcDPbiOg== 0000945315-98-000001.txt : 19980515 0000945315-98-000001.hdr.sgml : 19980515 ACCESSION NUMBER: 0000945315-98-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980514 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANCORP /IN/ CENTRAL INDEX KEY: 0000840458 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351775411 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40447 FILM NUMBER: 98620647 BUSINESS ADDRESS: STREET 1: THIRD & BUSSERON STREETS CITY: VINCENNES STATE: IN ZIP: 47591 BUSINESS PHONE: 8128824528 MAIL ADDRESS: STREET 1: THIRD & BUSSERON STREET STREET 2: P O BOX 1417 CITY: VINCENNES STATE: IN ZIP: 47591 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIDAL INSURANCE LTD CENTRAL INDEX KEY: 0000945315 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 660420778 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 NORTH MREAMEC AVE CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 314854-4600 MAIL ADDRESS: STREET 1: C/O JAMES DIERBERG STREET 2: 135 NORTH MERAMEC AVE CITY: CLAYTON STATE: MO ZIP: 63105 SC 13D/A 1 SC 13D/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1998. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) - ------------------------------------------------------------------------------- 1ST Bancorp - -------------------------------------------------------------------------------- (Name of Issuer) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Common Stock $1.00 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) - -------------------------------------------------------------------------------- 31867L-10-0 ----------- (CUSIP Number) Allen H. Blake, Senior Vice President, First Banks, Inc. 11901 Olive Boulevard, St. Louis, MO 63141 (314) 692-6317 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 6, 1998 ----------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). THIS STATEMENT CONTAINS TWELVE (12) PAGES AND THE EXHIBIT INDEX IS ON PAGE SIX (6). SCHEDULE 13D - ---------------------------------------- ------------------------------------- CUSIP NO. 31867L-10-0 Page 2 of 12 Pages - ---------------------------------------- -------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TIDAL INSURANCE LIMITED 66-0420778 - ---------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OFA GROUP* (a) |_| (b) |X| - ---------- -------------------------------------------------------------------- 3 SEC USE ONLY - ---------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ---------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO |_| ITEMS 2(d) OR 2(e) - ---------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH WEST INDIES - ---------- -------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES NONE - ------------------- -------- -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE - ------------------- -------- -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING NONE - ------------------- -------- -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH NONE - ------------------- -------- -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE - ---------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - ---------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% - ---------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC, CO - ---------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION The statement on Schedule 13D filed by the reporting person on June 20, 1994 (the "1994 Statement") to report ownership of shares of the Common Stock, $1.00 par value (the "Common Stock") issued by 1ST Bancorp, whose principal executive offices are located at 101 North Third Street, Vincennes, Indiana 47591, ("Bancorp"), is hereby amended as follows: Item 2. Identity and Background This statement is filed by Tidal Insurance Limited, a British West Indies corporation ("Tidal"). The controlling shareholder of Tidal is Investors of America Limited Partnership (formerly known as Dierberg Four, L.P.), a Nevada limited partnership ("Investors"). The general partner of Investors is First Securities America, Inc., a Missouri corporation ("First Securities"). James F. Dierberg is the controlling shareholder of First Securities. The directors and officers of Tidal and First Securities are as follows: James F. Dierberg President and Director Mary W. Dierberg Secretary, Treasurer and Director The information required by Item 2 with respect to each of the above named persons is attached to this statement as Exhibits 2A through 2E and is incorporated herein by reference. The information disclosed in Exhibits 2A through 2E is included pursuant to General Instruction C to Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration Not applicable. This amended statement is being filed by Tidal to report the disposition of 47,231 shares of Common Stock, representing its total ownership of shares of Bancorp acquired through purchase, stock dividends and Bancorp's stock split. The aggregate selling price of the Common Stock was $1,464,161.00. A commission of $708.47 was deducted from the proceeds. See Item 4. Item 4. Purpose of Transaction (a) The total of the Common Stock covered by the 1994 Statement, and shares acquired from the stock dividends and stock split, have been sold by Tidal through a broker-dealer and purchased by Investors. Investors is the controlling shareholder of Tidal as described in Item 2. Investor's acquisition of the Common Stock is reported in its separately filed Schedule 13D. (b-j) None Item 5. Interest in Securities of the Issuer (a-b) Investors, the controlling shareholder of Tidal, has purchased the shares disposed of by Tidal through a broker-dealer. Investors' acquisition of the Common Stock is reported in its separately filed Schedule 13D. (c) All transactions in the shares of Common Stock effected by Tidal during the past sixty days are described in Exhibit 5(c) attached hereto. All such shares were sold through a broker-dealer. (d) Not Applicable. (e) The reporting person ceased to be the beneficial owner of more than five percent of the class of securities on May 6, 1998. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Investors and Tidal are under the control of James F. Dierberg. See Item 2. Above. Item 7. Material to Be Filed as Exhibits Exhibit 5(c) - Transactions in the Common Stock and Debentures effected during the past sixty days. 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. TIDAL INSURANCE LIMITED Date:May 14, 1998 By:/s/ James F. Dierberg --------------------- James F. Dierberg, President EXHIBIT INDEX Exhibit No. Page No. Exhibit 2A............................................................. 7 Exhibit 2B............................................................. 8 Exhibit 2C............................................................. 9 Exhibit 2D............................................................. 10 Exhibit 2E............................................................. 11 Exhibit 5(c)........................................................... 12 Exhibit 2A TIDAL INSURANCE LIMITED State or Other Place of Organization: British West Indies Principal Business: Insurance Address of Principal Business: c/o Global Corporate & Trust Management, LTD. Zetlands Nevis West Indies Address of Principal Office: c/o Global Corporate & Trust Management, LTD. Zetlands Nevis West Indies Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2B INVESTORS OF AMERICA, LIMITED PARTNERSHIP State or Other Place of Organization: Nevada Principal Business: Investment in real estate and stocks Address of Principal Business: 1504 Hwy. #395 N #8-00508 Gardnerville, Nevada 89410 Address of Principal Office: 1504 Hwy. #395 N #8-00508 Gardnerville, Nevada 89410 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2C FIRST SECURITIES AMERICA, INC. (General Partner of Investors of America, Limited Partnership) State or Other Place of Organization: Missouri Principal Business: Insurance and investments Address of Principal Business: 135 North Meramec, Clayton, Missouri 63105 Address of Principal Office: 135 North Meramec, Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2D JAMES F. DIERBERG (Director, President and controlling shareholder of First Securities America, Inc.) Residence or Business Address: 39 Glen Eagles Drive, St.Louis, Missouri 63124 Principal Occupation or Employment: Financial services Name of Employer: First Banks, Inc. Principal Business: Bank holding company Address: 135 North Meramec, Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U.S.A. Exhibit 2E MARY W. DIERBERG (Director, Secretary and Treasurer of First Securities America, Inc.) Residence or Business Address: 39 Glen Eagles Drive, St. Louis, Missouri 63124 Principal Occupation or Employment: Housewife Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U.S.A. Exhibit 5(c) TIDAL INSURANCE LIMITED (Transactions Effected Within Past 60 Days) SALE OF COMMON STOCK OF 1ST BANCORP Identity of Number of Price Per Seller Date of Sale Shares Sold Share Tidal Insurance Limited May 6, 1998 47,231 $ 31.00 -----END PRIVACY-ENHANCED MESSAGE-----