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. 1 )
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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)
Allen H. Blake, Senior Vice President, First Banks, Inc.
11901 Olive Boulevard, St. Louis, MO 63141 (314) 692-6317
(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 TWELVE (12) 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 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIDAL INSURANCE LIMITED
66-0420778
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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*
Not Applicable
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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
BRITISH WEST INDIES
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
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PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
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14 TYPE OF REPORTING PERSON
IC, CO
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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 June 20,
1994 (the "1994 Statement") to report ownership of shares of the Common Stock,
$1.00 par value (the "Common Stock") issued by 1ST Bancorp, whose principal
executive offices are located at 101 North Third Street, Vincennes, Indiana
47591, ("Bancorp"), is hereby amended as follows:
Item 2. Identity and Background
This statement is filed by Tidal Insurance Limited, a British West Indies
corporation ("Tidal"). The controlling shareholder of Tidal is Investors of
America Limited Partnership (formerly known as 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. The directors and
officers of Tidal and First Securities are as follows:
James F. Dierberg President and Director
Mary W. Dierberg Secretary, Treasurer and Director
The information required by Item 2 with respect to each of the above
named persons is attached to this statement as Exhibits 2A through 2E and is
incorporated herein by reference.
The information disclosed in Exhibits 2A through 2E is included pursuant to
General Instruction C to Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable. This amended statement is being filed by Tidal to
report the disposition of 47,231 shares of Common Stock, representing its total
ownership of shares of Bancorp acquired through purchase, stock dividends and
Bancorp's stock split. The aggregate selling price of the Common Stock was
$1,464,161.00. A commission of $708.47 was deducted from the proceeds. See Item
4.
Item 4. Purpose of Transaction
(a) The total of the Common Stock covered by the 1994 Statement, and shares
acquired from the stock dividends and stock split, have been sold by Tidal
through a broker-dealer and purchased by Investors. Investors is the controlling
shareholder of Tidal as described in Item 2. Investor's acquisition of the
Common Stock is reported in its separately filed Schedule 13D.
(b-j) None
<PAGE>
Item 5. Interest in Securities of the Issuer
(a-b) Investors, the controlling shareholder of Tidal, has purchased the
shares disposed of by Tidal through a broker-dealer. Investors' acquisition of
the Common Stock is reported in its separately filed Schedule 13D.
(c) All transactions in the shares of Common Stock effected by Tidal during
the past sixty days are described in Exhibit 5(c) attached hereto. All such
shares were 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 on May 6, 1998.
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 and Debentures effected
during the past sixty days.
<PAGE>
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.
TIDAL INSURANCE LIMITED
Date:May 14, 1998 By:/s/ James F. Dierberg
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James F. Dierberg, President
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EXHIBIT INDEX
Exhibit No. Page No.
Exhibit 2A............................................................. 7
Exhibit 2B............................................................. 8
Exhibit 2C............................................................. 9
Exhibit 2D............................................................. 10
Exhibit 2E............................................................. 11
Exhibit 5(c)........................................................... 12
<PAGE>
Exhibit 2A
TIDAL INSURANCE LIMITED
State or Other Place of Organization: British West Indies
Principal Business: Insurance
Address of Principal Business: c/o Global Corporate & Trust
Management, LTD.
Zetlands Nevis
West Indies
Address of Principal Office: c/o Global Corporate & Trust
Management, LTD.
Zetlands Nevis
West Indies
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
<PAGE>
Exhibit 2B
INVESTORS OF AMERICA, LIMITED PARTNERSHIP
State or Other Place of Organization: Nevada
Principal Business: Investment in real estate
and stocks
Address of Principal Business: 1504 Hwy. #395 N #8-00508
Gardnerville, Nevada 89410
Address of Principal Office: 1504 Hwy. #395 N #8-00508
Gardnerville, Nevada 89410
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
<PAGE>
Exhibit 2C
FIRST SECURITIES AMERICA, INC. (General Partner of Investors of America, Limited
Partnership)
State or Other Place of Organization: Missouri
Principal Business: Insurance and investments
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
Civil Proceedings During Last 5 Years: None
<PAGE>
Exhibit 2D
JAMES F. DIERBERG (Director, President and controlling shareholder of First
Securities America, Inc.)
Residence or Business Address: 39 Glen Eagles Drive,
St.Louis, Missouri 63124
Principal Occupation or Employment: Financial services
Name of Employer: First Banks, Inc.
Principal Business: Bank holding company
Address: 135 North Meramec,
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
Citizenship: U.S.A.
<PAGE>
Exhibit 2E
MARY W. DIERBERG (Director, Secretary and Treasurer of First Securities America,
Inc.)
Residence or Business Address: 39 Glen Eagles Drive, St.
Louis, Missouri 63124
Principal Occupation or Employment: Housewife
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
Citizenship: U.S.A.
<PAGE>
Exhibit 5(c)
TIDAL INSURANCE LIMITED
(Transactions Effected Within Past 60 Days)
SALE OF COMMON STOCK OF 1ST BANCORP
Identity of Number of Price Per
Seller Date of Sale Shares Sold Share
Tidal Insurance Limited May 6, 1998 47,231 $ 31.00
