-----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, QQGBWKr7dTt0w6NyNLT/+mcjAiuZbEh0mRA40cVt4KEGK9bSdVJDNqnCQEiXJJcL dVpn3llYWo2fyinaHZxgUQ== 0000904217-98-000002.txt : 19980515 0000904217-98-000002.hdr.sgml : 19980515 ACCESSION NUMBER: 0000904217-98-000002 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: 98620567 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: INVESTORS OF AMERICA LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000904217 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 SC 13/DA 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. 3 ) - ------------------------------------------------------------------------------- 1ST Bancorp - ------------------------------------------------------------------------------- (Name of Issuer) - ------------------------------------------------------------------------------- Common Stock $1.00 Par Value - ------------------------------------------------------------------------------- (Title of Class of Securities) - ------------------------------------------------------------------------------- 31867L-10-0 - ------------------------------------------------------------------------------- (CUSIP Number) - ------------------------------------------------------------------------------- Allen H. Blake, Executive 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 ELEVEN (11) PAGES AND THE EXHIBIT INDEX IS ON PAGE SIX (6). SCHEDULE 13D - ---------------------------------------- --------- ---------------------------- CUSIP NO. 31867L-10-0 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 Dierberg Four, L.P.) 43-1521079 - ---------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OFA GROUP* (a) |_| (b) |X| - ---------- -------------------------------------------------------------------- 3 SEC USE ONLY - ---------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK - ---------- -------------------------------------------------------------------- 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 99,176 - ------------------- -------- -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE - ------------------- -------- -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 99,176 - ------------------- -------- -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH NONE - ------------------- -------- -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,176 - ---------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ---------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - ---------- -------------------------------------------------------------------- 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 The statement on Schedule 13D filed by the reporting person on December 17, 1992, as amended on February 1, 1993 and June 20, 1994, to report ownership of shares of the Common Stock of lST Bancorp, 101 North Third Street, Vincennes, Indiana 47591 ("Bancorp") is hereby amended as follows: Item 2. Identity and Background This statement is filed by Investors of America Limited Partnership (formerly 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. Investors owns 100% of Tidal Insurance Limited, a British West Indies corporation ("Tidal"). The directors and officers of First Securities and Tidal are James F. Dierberg (President and Director) and Mary W. Dierberg (Secretary, Treasurer and Director). James F. Dierberg and Mary W. Dierberg are husband and wife. 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 47,231 shares of Common Stock covered by this Schedule 13D was $1,464,161.00 plus a commission to the broker-dealer in the amount of $708.47. Investors purchased the Common Stock with resources drawn from an existing line of credit negotiated in the ordinary course of business with an unaffiliated bank, 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) The total of the Common Stock acquired by Tidal through purchase, stock dividends and stock split were sold by Tidal through a broker-dealer and purchased by Investors. Investors is the controlling shareholder of Tidal as described in Item 2. Tidal's disposition of the securities is reported in its separately filed Schedule 13D. Investors intends to continually assess the market for the Common Stock. Investors or an affiliate may purchase or dispose of 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, any acquisition of 10% or more of the shares of Bancorp is subject to certain legal restrictions and requirements, including the regulations of the Office of Thrift Supervision ("OTS"). (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 1,093,840 shares outstanding as of May 8, 1998 as reported by Bancorp in response to a telephone inquiry. As of the close of business on May 13, 1998, Investors beneficially owned 99,176 shares, or approximately 9.07% of such number of shares, of Common Stock. (b) Investors beneficially owns 99,176 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 in 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 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 effected during the past sixty days. Exhibit 7 - A copy of a demand promissory note, pursuant to request of Investors of America Limited Partnership and instructions to the Form 13D, is included in the Confidential Exhibit Volume filed with the Secretary of the Commission and dated May 14, 1998. 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. INVESTORS OF AMERICA, LIMITED PARTNERSHIP By:/S/ James F. Dierbert ------------------------ James F. Dierberg, President First Securities America, Inc. (General Partner) Date: May 14, 1998 Exhibit Index Exhibit No. Page No. Exhibit 2A......................................................... 7 Exhibit 2B......................................................... 8 Exhibit 2C......................................................... 9 Exhibit 2D......................................................... 10 Exhibit 5(c)....................................................... 11 Exhibit 7.......................................................... * * Confidential Exhibit, dated May 14, 1998, is filed with the Secretary of the Commission Exhibit 2A INVESTORS OF AMERICA LIMITED PARTNERSHIP (formerly Dierberg Four, L.P.) 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: 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 2C JAMES F. DIERBERG (Director and President of Tidal Insurance Limited and 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 Tidal Insurance Limited and 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) PURCHASE OF COMMON STOCK OF 1ST BANCORP Identity of Number of Price Per Purchaser Date of Purchase Shares Purchased Share Investors of America Limited Partnership May 6, 1998 47,231 $ 31.00 -----END PRIVACY-ENHANCED MESSAGE-----