AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 1998.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
USABancShares, Inc.
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(Name of Issuer)
Common Stock $1.00 Par Value
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(Title of Class of Securities)
917289 10-0
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(CUSIP Number)
James F. Dierberg
135 N. Meramec, Clayton, MO 63105
(314) 854-4600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 13, 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 (10) PAGES AND THE EXHIBIT INDEX
IS ON PAGE SIX (6).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 917289-10-0 Page 2 of 10 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
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*
WC
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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 87,180
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
87,180
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,180
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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)
5.51%
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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>
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $1.00 per share
(the "Common Stock") issued by USABancShares, Inc. ("USAB"), whose principal
executive offices are located at One Penn Square, 30 South 15th Street,
Philadelphia, Pennsylvania 19102.
Item 2. Identity and Background
This statement is filed by Investors of America, Limited Partnership, a
Nevada limited partnership ("Investors"). 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
Director) 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 purchase price of the 87,180 shares covered by this Schedule
13D was $850,000. Investors purchased the Common Stock with cash on hand in a
private placement offering..
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.
(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 1,583,038 shares outstanding at February 13, 1998. As
of the close of business on February 20, 1998, Investors beneficially owned
87,180 shares of Common Stock, or approximately 5.51% of such number of shares.
(b) Investors beneficially owns 87,180 shares of the Common Stock
and has the sole power to vote and dispose of such shares.
(c) Except for the subject transaction, Investors has not effected any
transactions in the securities 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: February 23 , 1998 By:/s/ James F. Dierberg
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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: 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 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: 11 E. Lockwood
Webster Groves, Missouri
63119
Address of Principal Office: 11 E. Lockwood
Webster Groves, Missouri
63119
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.
