SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-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. 1)
First Mid-Illinois Bancshares, Inc.
---------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $4.00 per share
---------------------------------------------------------------------
(Title of Class of Securities)
320866 106
---------------------------------------------------------------------
(CUSIP Number)
Margaret Lumpkin Keon
c/o Keon Associates
16 Miller Avenue, Suite 203
Mill Valley, California 94941
(415) 381-5366
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 21, 2000
---------------------------------------------------------------------
(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 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
CUSIP No. 320866 106 13D Page 2 of 5 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Margaret Lumpkin Keon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 142,363 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 43,740 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 142,363 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 43,740 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,103 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $4.00 per
share (the "Common Stock"), of First Mid-Illinois Bancshares, Inc, a
Delaware corporation (the "Company"), whose principal executive
offices are located at 1515 Charleston Avenue, Mattoon, Illinois
61938.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Margaret Lumpkin Keon,
individually and as trustee of the trust described in Item 5 below.
Ms. Keon is a citizen of the United States of America. Her principal
occupation is managing her investments. Her business address is as
follows: Keon Associates, 16 Miller Avenue, Suite 203, Mill Valley,
California 94941.
During the last five years, Ms. Keon (i) has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and (ii) has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in
a judgment, decree or final order finding any violation with respect
to federal or state securities laws or enjoining future violations of,
or prohibiting or mandating activities subject to, such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since Ms. Keon's originally filed statement on Schedule 13D on
December 27, 1993, shares of Common Stock for which Ms. Keon is
reporting beneficial ownership herein have been acquired in the
following manner: (i) 13,671 shares have been acquired pursuant to
dividend reinvestment under the Company's Dividend Reinvestment Plan;
(ii) 20,210 shares were acquired by the Margaret Lumpkin Keon Trust
(see Item 5 below) upon the conversion of the Company's Series A
Preferred Stock on November 15, 1999; and (iii) 43,740 shares were
acquired by SKL Investment Group, LLC (see Item 5 below). In addition
to these acquisitions, Ms. Keon has disposed of shares since her
originally filed statement on Schedule 13D, which shares are no longer
reported herein. No borrowed funds were used for any of the above-
listed acquisitions.
ITEM 4. PURPOSE OF TRANSACTION.
Purchases of shares of Common Stock by Ms. Keon have been for
investment purposes. Ms. Keon may purchase additional shares from
time to time depending upon price, market conditions, availability of
funds, evaluation of other investment opportunities, and other
factors. Although Ms. Keon has no present intention to sell any
shares, she could determine from time to time, based upon the same
factors listed above for purchases, to sell some or all of the shares
held by her.
Page 3 of 5 Pages
Except as set forth above, Ms. Keon does not have any plan or
proposal which relates to any of the following matters:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) 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 an inter-dealer quotation system of a registered national
securities association;
(i) 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
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) & (b) Ms. Keon holds sole voting and investment power over
142,363 shares of Common Stock held by the Margaret Lumpkin Keon
Trust, under which Ms. Keon serves as trustee. Ms. Keon's beneficial
ownership reported herein includes 43,740 shares held by SKL
Investment Group, LLC over which shares Ms. Keon has shared voting and
investment power. Ms. Keon's total beneficial ownership amounts to
186,103 shares of Common Stock, or 8.3% of the outstanding shares.
(c) During the past 60 days, Ms. Keon has effected no
transactions in the Common Stock other than (i) a purchase of 9,865
shares at $28.25 per share on August 22, 2000 by SKL Investment Group,
Page 4 of 5 Pages
LLC and (ii) a purchase of 33,875 shares at $28.125 per share on
August 30, 2000 by SKL Investment Group, LLC.
(d) Other than the entities described in sub-items (a) & (b)
above, to the knowledge of Ms. Keon, no other person has the right to
receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock beneficially
owned by Ms. Keon.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Ms. Keon and any person
with respect to any securities of the issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
SIGNATURES
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.
Dated: September 21, 2000
/s/ Margaret Lumpkin Keon
-----------------------------
Margaret Lumpkin Keon
Page 5 of 5 Pages
<PAGE>
