-----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, TL2JtnGqdpX4R3MgH9tB5eiGniBHYBgE4WJ0qizZug2zuazQFSU8ivsmkw/ZBoKE JSSB+qu9NcvZ1kmvSGEYug== 0000904217-96-000005.txt : 19960715 0000904217-96-000005.hdr.sgml : 19960715 ACCESSION NUMBER: 0000904217-96-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960712 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE BANCGROUP INC CENTRAL INDEX KEY: 0001010856 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 371353957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46395 FILM NUMBER: 96593793 BUSINESS ADDRESS: STREET 1: 301 FAIRWAY DR CITY: BLOOMINGTON STATE: IL ZIP: 61701 BUSINESS PHONE: 3096636345 MAIL ADDRESS: STREET 1: 301 FAIRWAY DRIVE STREET 2: 301 FAIRWAY DRIVE CITY: BLOOMINGTON STATE: IL ZIP: 61701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS OF AMERICA LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000904217 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 135 N MERAMEC CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 FORMER COMPANY: FORMER CONFORMED NAME: DIERBERG FOUR LP DATE OF NAME CHANGE: 19930512 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Eagle BancGroup, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock No Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 26941T-10-3 -------------------------------------------------------- (CUSIP Number) James F. Dierberg 135 N. Meramec, Clayton, MO 63105 (314) 854-4600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 5, 1996 (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 X.(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 ELEVEN (11) PAGES AND THE EXHIBIT INDEX IS ON PAGE SIX (6). SCHEDULE 13D - ---------------------------------- ------------------------------------------ CUSIP NO. 26941T-10-3 Page 2 of 11 Pages - ---------------------------------- ------------------------------------------ - ---------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INVESTORS OF AMERICA, LIMITED PARTNERSHIP (formerly know as DIERBERG FOUR, L.P.) 43-1521079 - ---------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X - ---------- -------------------------------------------------------------------- - ---------- -------------------------------------------------------------------- 3 SEC USE ONLY - ---------- -------------------------------------------------------------------- - ---------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK, OO - ---------- -------------------------------------------------------------------- - ---------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) - ---------- -------------------------------------------------------------------- - ---------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - ---------- -------------------------------------------------------------------- - ------------------- -------- -------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 130,000 -------- -------------------------------------------------- -------- -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE -------- -------------------------------------------------- -------- -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 130,000 REPORTING -------- -------------------------------------------------- -------- -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH NONE - ------------------- -------- -------------------------------------------------- - ---------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,000 - ---------- -------------------------------------------------------------------- - ---------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - ---------- -------------------------------------------------------------------- - ---------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98% - ---------- -------------------------------------------------------------------- - ---------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IV, PN - ---------- -------------------------------------------------------------------- *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 Item 1. Security and Issuer This statement relates to the Common Stock, par value $.01 per share (the "Common Stock") issued by Eagle BancGroup, Inc. ("Eagle"), whose principal executive offices are located at 301 Fairway Drive, Bloomington, Illinois 61701. Item 2. Identity and Background This statement is filed by Investors of America, Limited Partnership, a Nevada limited partnership ("Investors"). The general partner of Investors is First Securities America, Inc., a Missouri corporation. James F. Dierberg is the controlling shareholder of First Securities America, Inc. The directors and officers of First Securities America, Inc. are James F. Dierberg (President and Director) and 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 2D, and is incorporated herein by reference. The information disclosed in Exhibits 2A through 2D is included pursuant to General Instruction C to Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the 130,000 shares covered by this Schedule 13D was $1,461,893.75, including a $50.00 commission/charge. Investors purchased the Common Stock with internal funds and resources drawn from existing lines of credit negotiated in the ordinary course of business with two unaffiliated banks, as defined in Section 3(a)(6) of the Securities Exchange Act of 1934. Item 4. Purpose of Transaction The shares of Common Stock covered by this statement are being held for investment purposes. Investors has the following plans with respect to the Common Stock: (a) Investors intends to continually assess the market for the Common Stock. Investors or an affiliate may purchase additional shares or dispose of such shares of the Common Stock from time to time depending on such continuing assessment and upon future developments, including the then market price of such shares. However, it is recognized that if, in the future, certain levels of share ownership are exceeded, certain regulatory approvals are required. In addition, the certificate of incorporation of Eagle places certain limitations on any such acquisition. (b-j) None Item 5. Interest in Securities of the Issuer (a) The aggregate percentage of shares of Common Stock reported owned by Investors is based upon 1,302,705 shares outstanding, as indicated in responses to inquiries made to Eagle and the underwriter, Trident Securities. As of the close of business on July 11, 1996, Investors beneficially owned 130,000 shares of Common Stock, or approximately 9.98% of such number of shares. (b) Investors beneficially owns 130,000 shares of the Common Stock and has the sole power to vote and dispose of such shares. (c) All transactions in the shares of Common Stock effected by Investors during the past sixty days are described on Exhibit 5(c) attached hereto. All such shares were purchased through a broker-dealer. (d-e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Investors is under the control of James F. Dierberg. See Item 2. above. James F. Dierberg and Mary W.Dierberg are husband and wife. Item 7. Material to Be Filed as Exhibits Exhibit 3 - Copy of lines of credit and demand notes, pursuant to request of Investors and instructions to the Form 13D, are included in the Confidential Exhibit Volume filed with the Secretary of the Commission and dated July 12, 1996. Exhibit 5(c) - Transactions in the Common Stock 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. INVESTORS OF AMERICA, LIMITED PARTNERSHIP Date: July 12, 1996 By:/s/James F. Dierberg ----------------------- James F. Dierberg, President of First Securities America, Inc., General Partner EXHIBIT INDEX Exhibit No. Page No. - ----------- -------- Exhibit 2A 7 Exhibit 2B 8 Exhibit 2C 9 Exhibit 2D 10 Exhibit 3 * Exhibit 5(c) 11 - ------------------------------------------------------------------------------- * Confidential Exhibit, dated July 12, 1996, Filed with the Secretary of the Commission Exhibit 2A INVESTORS OF AMERICA, LIMITED PARTNERSHIP State or Other Place of Organization: Nevada Principal Business: Investment in real estate and stocks Address of Principal Business: 39 Glen Eagles Drive St. Louis, Missouri 63124 Address of Principal Office: 39 Glen Eagles Drive St. Louis, Missouri 63124 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2B 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: Suite 404 135 North Meramec, Clayton, Missouri 63105 Address of Principal Office: Suite 404 135 North Meramec, Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2C JAMES F. DIERBERG (Director and President of First Securities America, Inc.; 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 2D 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) INVESTORS OF AMERICA, LIMITED PARTNERSHIP (Transactions Effected Within Past 60 Days) Identity of Number of Price Per Purchaser/Seller Date of Purchase Shares Purchased Share Investors of America, July 2, 1996 11,000 $11.21875 Limited Partnership July 3, 1996 20,000 11.00 July 3, 1996 15,000 11.3125 July 3, 1996 15,000 11.25 July 5, 1996 10,000 11.375 July 5, 1996 20,000 11.375 July 8, 1996 10,000 11.25 July 8, 1996 15,000 11.25 July 9, 1996 14,000 11.25 -----END PRIVACY-ENHANCED MESSAGE-----