ILLINI CORP
SC 13D/A, 1999-01-28
STATE COMMERCIAL BANKS
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                              
                               SCHEDULE 13D/A
                              
                 Under the Securities Exchange Act of 1934
                           (Amendment No. 5)<F*>
                              
                            Illini Corporation
- ---------------------------------------------------------------------------
                              (Name of Issuer)
                              
                              
                               Common Stock
- ---------------------------------------------------------------------------
                       (Title of Class of Securities)
                              
                              
                                451773105
       -------------------------------------------------------------
                               (CUSIP Number)

                      Dale A. Schempp, Noll Law Office
           802 South Second Street, Springfield, Illinois  62704
                              (217) 544-8441
- ---------------------------------------------------------------------------
    (Name, Address and Telephone Number of Person Authorized to Receive
                        Notices and Communications)
                              
                             January 15, 1999
       -------------------------------------------------------------
          (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 [].

     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.

     <F*>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. 451773105                     Page 2 of 4 Pages


1    NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


     Ida R. Noll

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>       (a) []
                                                                (b) []

3    SEC USE ONLY


4    SOURCE OF FUNDS<F*>

     PF/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

     United States of America


                  7    SOLE VOTING POWER
             
 NUMBER OF             44,863
   SHARES    
BENEFICIALLY      8    SHARED VOTING POWER
  OWNED BY 
    EACH   
 REPORTING        9    SOLE DISPOSITIVE POWER
PERSON WITH
                       44,863

                  10   SHARED DISPOSITIVE POWER


11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     44,863

12   CHECK BOX IF THE AGGREGATE AMONT IN ROW (11) EXCLUDES CERTAIN 
     SHARES<F*>                                             []

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     10.0039%

14   TYPE OF REPORTING PERSON<F*>

     IN


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ITEM 4.  PURPOSE OF TRANSACTION.

     Except as described in the second and third paragraphs of this
Item 4, the Reporting Person does not have any present plans or
proposals that relate to or would result in (i) the acquisition by any
person of additional securities of the Company or the disposition of
securities of the Company; (ii) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Company
or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any
change in the present Board of Directors or management of the Company,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (v) any
material change in the present capitalization or dividend policy of the
Company; (vi) any other material change in the Company's business or
corporate structure; (vii) any change in the Company's articles of
incorporation, bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of the company by
any person; (viii) causing a class of securities of the Company to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended; or (x) any action similar to any of those
enumerated above.

     On July 27, 1998, the Reporting Person filed a complaint, No. 
98-MR-0226 (the "Complaint"), in the Circuit Court for the Seventh
Judicial Circuit, Sangamon County, Illinois, against the Company, Thomas
A. Black, Ronald E. Cramer, Lawrence B. Curtin, Kenneth Deverman,
William N. Etherton, William B. McCubbin, Burnard K. McHone, Robert F.
Olson, John H. Pickrell, N. Ronald Thunman and Perry Williams, in their
capacities as directors of the Company and individually.  The Complaint
was amended on October 19, 1998 and January 15, 1999.  In the Complaint,
the Reporting Person alleges, inter alia, that, in adopting the First
Amendment, made as of July 1, 1998, to the Company's Shareholder Rights
Plan dated June 20, 1997, each of the individual defendants violated
their respective fiduciary duties to the Reporting Person, committed
actual fraud on the Reporting Person and committed acts of civil
conspiracy against the Reporting Person.

     Further, on September 15, 1998, the Reporting Person advised the
Company that she desires to have her name placed in nomination for
election to the Board of Directors of the Company.  The Reporting Person
is in the process of preparing the appropriate materials for submission
to the Company to effect such nomination.

     The Reporting Person reserves the right to determine in the future
to change the purpose or purposes described above.


                                       3
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                        SCHEDULE 13D

CUSIP NO. 451773105

                         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.


                              January 28, 1999
                           -------------------------------------------
                                   (Date)



                              /s/ Ida R. Noll
                           -------------------------------------------
                              Ida R. Noll



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