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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13-d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 5)(1)
National City Bancorporation
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(Name of Issuer)
Common Stock, $1.25 par value per share
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(Title of Class of Securities)
635312-10-1
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(CUSIP Number)
<TABLE>
<S><C>
D.I.A. Bank Trust, c/o Andreas Office, P.O. Box 3584, Mankato, Minnesota 56002-3584, 507-345-1233
</TABLE>
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
12/31/98
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(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(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
(1) 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).
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SCHEDULE 13D
Cusip No. 635312-10-1 Page 2 of Page 5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
D.I.A. Bank Trust (a revocable trust of which Dorothy Inez Andreas is
the sole trustee)
2 Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings is required pursuant / /
to Items 2(d) or 2(e)
N/A
6 Citizenship or Place of Organization
United States
Number of 7 Sole Voting Power
Shares 1,682,124 *
beneficially 8 Shared Voting Power
owned
-0-
by each
9 Sole Dispositive Power
reporting
1,682,124 *
person with
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,682,124 *
12 Check Box if the Aggregate amount in Row (11) Excludes /X/
Certain Shares* (See Exhibit A)
13 Percent of Class Represented by Amount in Row (11)
19.0%
14 Type of Reporting Person*
00 (Revocable Trust)
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Include Both Sides of the Cover Page, Responses To Items 1-7
* Reflects a 10% stock dividend received on 6/8/98.
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Item 1. Security and Issuer.
This Amendment to Schedule 13D dated December 31, 1998 (the "Schedule
13D") relates to the Common Stock, $1.25 par value per share (the "Common
Stock"), of National City Bancorporation, an Iowa corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 651 Nicollet
Mall, Minneapolis, Minnesota 55402.
Item 2. Identity and Background.
(a) This Amendment No. 5 amends the statement on Amendment No. 4 to
Schedule 13D filed by the D.I.A. Bank Trust, a revocable trust of which Dorothy
Inez Andreas is the sole trustee, (the "Reporting Person") on February 6, 1998
(the "Schedule 13D"). Except as otherwise noted, all defined terms have the
meanings ascribed in the Schedule 13D.
(b) The principal office of the Reporting Person is located at
Third and Harper Street, P.O. Box 3584, Mankato, MN 56002-3584.
(c) Not Applicable.
(d)-(e) During the last five years, neither the Reporting Person nor
its trustee have been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) nor have the parties been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such individual was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting, or mandating
activity subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Dorothy Inez Andreas, the sole trustee of the Reporting Person
is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the purchases identified in response
to Item 5(c) was $1,384,321. All such purchases were paid for with cash.
The securities identified in response to Item 5(c) were acquired by open market
and private purchases.
Item 4. Purpose of Transaction.
The Reporting Person purchased the Securities reported herein as an
investment. The Reporting Person may from time to time purchase additional
securities, depending upon market conditions.
As of the date hereof, the Reporting Person has no plans or proposals regarding:
(i) Any extraordinary corporate transaction such as a merger,
reorganization, or liquidation involving the Issuer or any of its securities;
(ii) A sale or transfer of material amount of assets of the Issuer or
any of its subsidiaries;
(iii) Any change in the present Board of Directors or management of
the Issuer (including plans or proposals to change the number or term of
Directors or to fill any existing vacancies on the Board;
(iv) Any material change in the present capitalization or dividend
policy of the Issuer;
(v) Any other material change in the Issuer's business or
corporate structure;
(vi) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other acts which may impede the acquisition of control
of the Issuer by any person;
(vii) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in the
NASDAQ market;
(viii) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or
(ix) Any action similar to those enumerated above.
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Item 5. Interest in Securities of Issuer.
(a) The Reporting Person is the direct beneficial owner of 1,682,124
Shares or 19.0% of the Company's issued and outstanding Shares.
(b) As sole and co-trustee of trusts for the benefit of members of
her family, the Reporting Person possesses sole investment and voting power
with respect to 14,921 Shares and possesses shared investment and voting power
with respect to 14,921 Shares. The Reporting Person may be deemed to share
voting and investment power with respect to 614,710 Shares held by her spouse as
sole trustee of trusts for the benefit of members of her family. In accordance
with Exchange Act Rule 13d-4, the Reporting Person disclaims beneficial
ownership of all Shares held by her spouse and held as sole or co-trustee of
trust for the benefit of members of her family.
(c) All transactions in the Shares effected by the Reporting Person
since December 31, 1997 are set forth in Exhibit A hereto and are herein
incorporated by reference.
(d) Except as described herein, no other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships between
the Reporting Person, on one hand, and any other person with respect to any
securities of the Issuer on the other hand.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Schedule of Transactions made by the Reporting Person
since December 31, 1997.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: 2/1 , 1999 By: /s/ Dean Wuebker
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as Attorney-in fact for Dorothy Inez Andreas
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
D.I.A. Bank Trust
<TABLE>
<CAPTION>
Shares Acquired
Date (Disposed of) Price Per Share Nature of Transaction
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<S> <C> <C> <C>
3/9/98 40,000 $ 34.125 Open Market Purchase
6/8/98 152,854 N/A Stock Dividend
6/8/98 2,712(1) N/A Stock Dividend
9/16/98 723 $ 27.00 Private Purchase
</TABLE>
(1) Shares held as trustee for the benefit of members of Mrs. Andreas' family,
of which Mrs. Andreas disclaims beneficial ownership in accordance with
Rule 13d-4.
The trustee for the Reporting Person (the "Trustee") possesses sole
investment and voting power with respect to 14,921 Shares and possesses
shared investment and voting power with respect to 14,921 Shares for shares
held by certain trusts for the benefit of members of her family. The
Trustee may be deemed to share voting and investment power with respect to
614,710 Shares held by her spouse as sole trustee of trusts for the benefit
of members of her family. In accordance with Exchange Act Rule 13d-4, the
Trustee disclaims beneficial ownership of all Shares held by her spouse and
held as sole or co-trustee of trusts for the benefit of members of her
family.
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