ALLIANCE BANCORP
SC 13D, 1997-03-21
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1 )

                             Alliance Bancorp, Inc.
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock Par Value $0.01 Per Share
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)
                           01852J-10-5
- -------------------------------------------------------------------------------
                                 (CUSIP Number)
                                James F. Dierberg
                        135 N. Meramec, Clayton, MO 63105
                                 (314) 854-4600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
 Communications)

                                February 11, 1997
             (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 TEN (10) PAGES AND THE EXHIBIT INDEX IS ON PAGE SIX (6).


<PAGE>




SCHEDULE 13D
- ----------------------------------------                 --------------------
CUSIP NO.  01852J-10-5                                   Page 2 of 10 Pages


1          NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                        INVESTORS OF AMERICA, LIMITED PARTNERSHIP
                    (formerly known as DIERBERG FOUR, L.P.)
                    43-1521079
- ---------- -----------------------------------------------------------------  
- ---------- -----------------------------------------------------------------  
2          CHECK THE APPROPRIATE BOX IF A MEMBER OFA GROUP*            (a)
                                                                       (b) X

- ---------- -----------------------------------------------------------------  
- ---------- -----------------------------------------------------------------  
3          SEC USE ONLY


- ---------- -----------------------------------------------------------------  
- ---------- SOURCE OF FUNDS*

           Not Applicable (Merger of Issuer)
- ---------- ----------------------------------------------------------------- 
- ---------- ----------------------------------------------------------------- 
5          CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)

- ---------- -----------------------------------------------------------------
- ---------- -----------------------------------------------------------------
6          CITIZENSHIP OR PLACE OF ORGANIZATION

                    NEVADA
- ---------- ------------------------------------------------------------------
- ------------------- -------- ------------------------------------------------
    NUMBER OF       7        SOLE VOTING POWER

      SHARES                 289,793
                    -------- ------------------------------------------------
                    -------- ------------------------------------------------
   BENEFICIALLY     8        SHARED VOTING POWER

     OWNED BY                               NONE
                    -------- ------------------------------------------------
                    -------- ------------------------------------------------
       EACH         9        SOLE DISPOSITIVE POWER
                             289,793
    REPORTING
                    -------- ------------------------------------------------
                    -------- ------------------------------------------------
      PERSON        10       SHARED DISPOSITIVE POWER

       WITH                                 NONE
- ---------- ------------------------------------------------------------------
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           289,793
- ---------- ------------------------------------------------------------------
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
           SHARES*
- ---------- ------------------------------------------------------------------

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

            5.4%
- ---------- ------------------------------------------------------------------

14         TYPE OF REPORTING PERSON

                    IV, PN
- ---------- -------------------------------------------------------------------
                      *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>


Item 1. Security and Issuer

         The statement of Schedule 13D filed by the reporting person on July 15,
1992 to report  ownership  of shares of the Common  Stock,  par value  $0.01 per
share,  (the  "Common  Stock") of  Alliance  Bancorp,  Inc.  ("Alliance")  whose
principal executive offices are located at One Grant Square, Hinsdale, Illinois,
formerly  known  as  Hinsdale  Financial  Corporation  ("Hinsdale"),  is  hereby
amended.

         On February  10,  1997,  Hinsdale  announced  its merger  with  Liberty
Bancorp,  Inc.  ("Liberty"),  effective  at the  close  of  business,  with  the
resulting  company  operating  under the name of Alliance (the  "Merger").  This
amendment is being filed to report a decrease in the ownership percentage of the
outstanding shares of the Common Stock as a result of the Merger.


Item 2. Identity and Background

         This statement is filed by Investors of America,  Limited  Partnership,
a Nevada limited partnership ("Investors"), formerly  known  as  Dierberg  Four,
L.P.  The general partner of  Investors  is  First  Securities  America, Inc., a
Missouri corporation.  James F. Dierberg is the controlling shareholder of First
Securities America, Inc. The directors and officers of First Securities America,
Inc.  are  James F. Dierberg  (President and) and 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 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  price of the 271,875  shares of Hinsdale was  $2,721,809
purchased by Investors with cash from its investment funds and funds drawn under
a pre-existing line of credit as described in its Schedule 13D of July 1992. The
aggregate  price of the  17,000  shares of Liberty  was  $414,375  purchased  by
Investors on December 4, 1996 and December  11, 1996 with  investment  funds and
resources  pursuant  to a margin  account  held at  Stifel,  Nicolaus  & Company
Incorporated.  Pursuant to the Merger, 271,875 shares of Hinsdale were exchanged
for 271,875  shares of Alliance and 17,000 shares of Liberty were  exchanged for
17,918 shares of Alliance.

<PAGE>


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) Investors  intends to continually  assess the market for the Common
Stock.  Investors or an affiliate may purchase  additional  shares or dispose of
such 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,  it is recognized  that if, in the future,  certain  levels of
share ownership are exceeded, certain regulatory approvals are required.

         (b-j)  None


Item 5. Interest in Securities of the Issuer

         (a) The aggregate  percentage of shares of Common Stock  reported owned
by Investors is based upon  5,333,998  shares  outstanding at March 17, 1997, as
indicated  by Mr.  Richard  A.  Hojnicki,  Executive  Vice  President  and Chief
Financial  Officer of  Alliance.  As of the close of business on March 20, 1997,
Investors  beneficially  owned 289,793 shares of Common Stock, or  approximately
5.43% of such number of shares.

         (b) Investors  beneficially owns 289,793 shares of the Common Stock and
has the sole power to vote and dispose of such shares.

         (c) There were no  transactions  in the shares of Common Stock effected
by Investors during the past sixty days.

          (d-e) Not Applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
         Securities of the Issuer

         Investors is under the control of James F. Dierberg. See Item 2. above.
James F. Dierberg and Mary W. Dierberg are husband and wife.


Item 7. Material to Be Filed as Exhibits

         None




<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.


                                            INVESTORS OF AMERICA,
                                            LIMITED PARTNERSHIP


Date:  March 21, 1997                       By:_______________________________
      ----------------
                                             James F. Dierberg, President of
                                             First Securities America, Inc.,
                                             General Partner






<PAGE>




                                  EXHIBIT INDEX




Exhibit No.                                                            Page No.

Exhibit 2A                                                                7

Exhibit 2B                                                                8

Exhibit 2C                                                                9

Exhibit 2D                                                                10





















<PAGE>



                                   Exhibit 2A


INVESTORS OF AMERICA, LIMITED PARTNERSHIP


State or Other Place of Organization:                Nevada


Principal Business:                                  Investment in real estate
                                                     and stocks


Address of Principal Business:                       39 Glen Eagles Drive
                                                     St. Louis, Missouri 63124


Address of Principal Office:                         39 Glen Eagles Drive
                                                     St. Louis, Missouri 63124


Criminal Proceedings During Last 5 Years:            None


Civil Proceedings During Last 5 Years:               None




















                                   Exhibit 2B


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:                      Suite 404
                                                    135 North Meramec,
                                                    Clayton, Missouri 63105


Address of Principal Office:  Suite 404
                                                    135 North Meramec,
                                                    Clayton, Missouri 63105


Criminal Proceedings During Last 5 Years:           None


Civil Proceedings During Last 5 Years:              None



<PAGE>



                                   Exhibit 2C


JAMES F. DIERBERG (Director and President of First  Securities  America,  Inc.;
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 2D


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.




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