-----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, VLph5d5DUU+XACm6KhIDAH6w7q9l8u1ecaMSIOnhqPrNN64gH9ZKyuOunvWxc3X5 mnbDf0N2mu0vwp6ySB1XXQ== 0001085204-01-500019.txt : 20010703 0001085204-01-500019.hdr.sgml : 20010703 ACCESSION NUMBER: 0001085204-01-500019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARK BANCORP INC CENTRAL INDEX KEY: 0001013554 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 364082530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49477 FILM NUMBER: 1673490 BUSINESS ADDRESS: STREET 1: 5400 SOUTH PULASKI ROAD CITY: CHICAGO STATE: IL ZIP: 60632 BUSINESS PHONE: 7735828616 MAIL ADDRESS: STREET 1: 5400 SOUTH PULASKI ROAD CITY: CHICAGO STATE: IL ZIP: 60632 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 parkbanc13da.txt SCHEDULE 13D/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Park Bancorp, Inc. ------------------ (Name of Issuer) Common Stock $ .01 Par Value ---------------------------- (Title of Class of Securities) 700164-10-6 ----------- (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) June 29, 2001 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent.
SCHEDULE 13D ========================================== ===================================== =================================== CUSIP NO. 700164-10-6 Page 2 of 6 Pages ========================================== ===================================== =================================== =========== ====================================================================================== ================= 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INVESTORS OF AMERICA, LIMITED PARTNERSHIP 43-1521079 =========== ====================================================================================== ================= =========== ====================================================================================== ================= 2 (a) |_| CHECK THE APPROPRIATE BOX IF A MEMBER OFA GROUP* (b) |_| =========== ====================================================================================== ================= =========== ====================================================================================== ================= 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 NEVADA =========== ====================================================================================== ================= ==================== ============ ================================================================================== NUMBER OF SHARES 7 SOLE VOTING POWER None ==================== ============ ================================================================================== ==================== ============ ================================================================================== 8 SHARED VOTING POWER BENEFICIALLY OWNED BY None ==================== ============ ================================================================================== ==================== ============ ================================================================================== EACH REPORTING 9 SOLE DISPOSITIVE POWER None ==================== ============ ================================================================================== ==================== ============ ================================================================================== 10 SHARED DISPOSITIVE POWER PERSON 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* =========== ============================================================================= ========================== =========== ============================================================================= ========================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% =========== ============================================================================= ========================== =========== ============================================================================= ========================== 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 The statement on Schedule 13D filed by the reporting person on May 25, 2001 to report ownership of shares of the Common Stock, par value $.01 per share, (the "Common Stock") issued by Park Bancorp, Inc. ("Park"), whose principal executive offices are located at 5400 S. Pulaski, Chicago, Illinois 60632, is hereby amended. Item 2. Identity and Background There are no changes with respect to this Item. Item 3. Source and Amount of Funds or Other Consideration This amended statement is being filed by Investors to report (i) the acquisition in open market transactions of 13,300 shares of the Common Stock on June 14 and June 20, 2001; and (ii) the disposition of 97,300 shares of the Common Stock, including the shares acquired, on June 29, 2001. The aggregate selling price of the Common Stock was $1,751,400 at a per share price of $18.00. Item 4. Purpose of Transaction As previously disclosed, Investors considered acquiring additional shares, depending on market conditions, and on June 14 and June 20, 2001, we purchased a total of 13,300 shares; see Response to Item 5(c) and Exhibit 5(c) attached hereto. However, after filing its Schedule 13D, Investors was contacted by telephone by a broker who believed that Park might have an interest in purchasing all of the Common Stock owned by Investors, if a mutually acceptable price could be determined. This led to a series of conversations regarding Investors' potential interest in selling the Common Stock, which depended on the price that Park was willing to pay. Ultimately, an agreement was reached that Park would purchase all of Investors' shares at a price per share of $18.00, and Investors sold all of the Common Stock subject to the Schedule 13D to Park on June 29, 2001 through a broker-dealer. A Letter Agreement was proposed by Park and accepted by Investors, and a copy of such letter agreement is attached hereto as Exhibit 4. Generally, and subject to the complete terms thereof which are incorporated by reference, the letter agreement restricts Investors and its affiliates from acquiring ownership of any securities of Park, including rights or options relating thereto; or seeking to propose, influence, advise, change or control Park's management, Board of Directors, or governing instruments or policy or affairs, including by means of the solicitation of proxies or seeking to influence, advise or direct the voting of any securities of Park. Investors is no longer the owner of any securities of Park. Item 5. Interest in Securities of the Issuer (a)-(b) Not applicable. (c) All transactions in the shares of Common Stock effected by Investors within the past 60 days are described in Exhibit 5(c) attached hereto. All such shares were purchased or 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 as a result of the sale of shares on June 29, 2001. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Responses to Item 4 and Exhibit 4 attached hereto. Item 7. Material to Be Filed as Exhibits Exhibit 4 - Letter Agreement Exhibit5(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 By:/s/James F. Dierberg ----------------------------------------- James F. Dierberg, President of First Securities America, Inc., General Partner Date: July 2, 2001 EXHIBIT INDEX Exhibit No. Page No. - ----------- -------- Exhibit 4 7-8 Exhibit 5(c) 9 Exhibit 4 Park Bancorp, Inc. 5400 South Pulaski Chicago, Illinois 60632 June 27, 2001 Dear Sir: You hereby represent to Park Bancorp, Inc. ("the Company") that you, your affiliates and related interests ("Affiliates") own 97,300 shares of common stock of the Company as of the date of this Letter Agreement. In connection therewith, you and your Affiliates have offered to sell to the Company and the Company has agreed to purchase all of the shares of the common stock of the Company that you and your Affiliates own for $18.00 per share. In consideration therewith, you, on your behalf and for the affiliates, and the Company hereby agree as follows: 1. For a period of three years from the date of this Agreement, unless the Company's Board of Directors shall otherwise consent in advance in writing, you will not and shall cause your representatives and Affiliates not to (and you and they will not assist, form a group, act in concert or participate with or encourage other persons to), directly or indirectly, to (i) acquire or offer to acquire, seek, propose, or agree to acquire by means of a purchase, transfer or in any other manner, beneficial ownership of any common stock or any other securities or assets of the Company, including rights or options to acquire such ownership; (ii) seek to propose, influence, advise, change or control the management, Board of Directors, governing instruments or policy or affairs of the Company, including, without limitation by means of a solicitation of proxies (as such terms are defined in Rule 14a-1 of Regulation 14A promulgated pursuant Section 14 of the Securities Exchange Act of 1934 and including any exemption solicitation pursuant to Rule 14a-2(b)(1) or (2)), contacting any person relating to any of the matters set forth in this Letter Agreement or seeking to influence, advise or direct the vote of any voting securities of the Company or making a request to amend or waive any provision of this Agreement; or (iii) make any public disclosure (except as required by law but only after advising the Company of such requirement and the proposed disclosure) or take any action which would require the Company to make any public disclosure with respect to any of the matters set forth in this Letter Agreement. 2. It is agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. 3. You agree that the Company, without prejudice to any rights to judicial relief it may otherwise have, shall be entitled to seek equitable relief, including injunction, in the event of any breach of the provisions of this Letter Agreement and that you shall not oppose the granting of such relief on the basis that the Company has an adequate remedy at law. You also agree that you will not seek and agree to waive any requirement for the securing or posting of a bond in connection with the Company's seeking or obtaining such relief. 4. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois. 5. This agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same Agreement. 6. If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this Letter Agreement, whereupon this letter will constitute our Agreement with respect to the subject matter hereof. Very truly yours, PARK BANCORP, INC. By: ______________________ Its: _____________________ Confirmed and Agreed this 27th of June 2001 Investors of America Limited Partnership by First Securities America, Inc. (Gen. Part. By: /s/ James F. Diergerg, ------------------------------------ Its: President ------------------------------------ Number of Shares Owned ----------------- Confirmed and Agreed this _____ of June, 2001 By: /s/ David A. Remijas ------------------------------------ Its: President ----------------------------------- Number of Shares Owned: _________________ Exhibit 5(c) INVESTORS OF AMERICA LIMITED PARTNERSHIP PURCHASES AND SALES OF PARK BANCORP, INC. COMMON STOCK (Transactions Effected Within Past 60 days) Date of Purchase Number of Shares Purchased Price Per Share June 14, 2001 8,300 18.526 June 20, 2001 5,000 18.85 Date of Sale Number of Shares Sold Price Per Share June 29, 2001 97,300 18.00 -----END PRIVACY-ENHANCED MESSAGE-----