AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1999.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
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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
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(314) 854-4600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 1, 1999
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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).
<PAGE>
SCHEDULE 13D
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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 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
NEVADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 50,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
50,000
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
50,000
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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)
4.7%
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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
The statement of Schedule 13D filed by the reporting person on July 12,
1996, and amended on August 20, 1998 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 55,000
shares of Common Stock. The shares were sold through a broker/dealer at a
selling price of $24.375 per share or an aggregate of $1,340,625.00 minus fees
of $48.09.
Item 4. Purpose of Transaction
(a) The shares of Common Stock covered by this statement were being
held for investment purposes. 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
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of shares of Common Stock reported owned
by Investors is based upon 1,067,239 shares outstanding at March 31, 1999, as
indicated in response to a telephone inquiry made to Eagle. As of the close of
business on July 9, 1999, Investors beneficially owned 50,000 shares of Common
Stock, or approximately 4.68% of such number of shares.
(b) Investors beneficially owns 50,000 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 through a broker/dealer.
Identity of Seller Date of Sale No. of Shares Sold Price Per Share
Investors of America July 1, 1999 55,000 $24.375
(d) Not Applicable.
(e) Investors ceased to be the beneficial owner of more than five
percent of the Common Stock on July 1, 1999.
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: July 12, 1999 By:/s/ James F. Dierberg
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James F. Dierberg, President of
First Securities America, Inc.,
General Partner
