AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 20, 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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Eagle BancGroup, Inc.
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(Name of Issuer)
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Common Stock $ .01 Par Value
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(Title of Class of Securities)
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26941T-10-3
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(CUSIP Number)
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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)
August 12, 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).
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SCHEDULE 13D----------------------------
CUSIP NO. 26941T-10-3 Page 2 of 4 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 OF A 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
NEVADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 111,500
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
111,500
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
111,500
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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)
9.97%
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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
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Item 1. Security and Issuer
The statement of Schedule 13D filed by the reporting person on July 12,
1996 to report ownership of shares of the Common Stock, par value $.01 per share
(the "Common Stock") issued by Eagle BancGroup, Inc. ("Eagle"), whose principal
executive offices are located at 301 Fairway Drive, Bloomington, Illinois 61701,
is hereby amended as follows:
Item 3. Source and Amount of Funds or Other Consideration
Not applicable. This amended statement is being filed by Investors of
America Limited Partnership ("Investors") to report the disposition of 18,500
shares of Common Stock. The shares were sold to Eagle on August 12, 1998 at a
selling price of $18.75 per share or an aggregate of $346,875.00.
Item 4. Purpose of Transaction
The shares of Common Stock covered by this statement were being held
for investment purposes. The purpose of the sale of the Common Stock was to
reduce Investors' level of ownership.
(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 1,118,155 shares outstanding, as indicated in
response to an inquiry made to Eagle. As of the close of business on July 17,
1998, Investors beneficially owned 111,500 shares of Common Stock, or
approximately 9.97% of such number of shares.
(b) Investors beneficially owns 111,500 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 below. All such shares were
sold directly to Eagle.
Identity of Number of Price Per
Purchaser/Seller Date of Sale Shares Sold Share
Investors of America August 12, 1998 18,500 $18.75
(d-e) Not Applicable.
Item 7. Material to Be Filed as Exhibits
None
3
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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: August 19, 1998 By: /s/James F. Dierberg
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James F. Dierberg
President of
First Securities America, Inc.,
General Partner