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 )
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1ST Bancorp
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(Name of Issuer)
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Common Stock $1.00 Par Value
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(Title of Class of Securities)
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31867L-10-0
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(CUSIP Number)
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Allen H. Blake, Executive Vice President, First Banks, Inc.
11901 Olive Boulevard, St. Louis, MO 63141
(314)692-6317
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 6, 1998
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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(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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 31867L-10-0 Page 2 of 11 Pages
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OFA GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
|_| ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 99,176
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 99,176
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PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,176
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
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14 TYPE OF REPORTING PERSON
IV, PN
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*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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
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James F. Dierberg, President
First Securities America, Inc.
(General Partner)
Date: May 14, 1998
<PAGE>
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
<PAGE>
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
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St. Louis, Missouri 63124
Address of Principal Office: 39 Glen Eagles Drive
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St. Louis, Missouri 63124
Criminal Proceedings During Last 5 Years: None
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Civil Proceedings During Last 5 Years: None
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<PAGE>
Exhibit 2B
FIRST SECURITIES AMERICA, INC. General Partner of Investors of America Limited
Partnership)
State or Other Place of Organization: Missouri
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Principal Business: Insurance and investments
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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
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Civil Proceedings During Last 5 Years: None
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<PAGE>
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.
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Louis, Missouri 63124
Principal Occupation or Employment: Financial services
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Name of Employer: First Banks, Inc.
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Principal Business: Bank holding company
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Address: 135 North Meramec,
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Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
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Civil Proceedings During Last 5 Years: None
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Citizenship: U.S.A.
<PAGE>
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.
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Louis, Missouri 63124
Principal Occupation or Employment: Housewife
Criminal Proceedings During Last 5 Years: None
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Civil Proceedings During Last 5 Years: None
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Citizenship: U.S.A.
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<PAGE>
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
