AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2000.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
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Citizens First Financial Corp.
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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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174623-10-8
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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)
December 21, 2000
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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. 174623-10-8 Page 2 of 6 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 73,541 Common
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 73,541 Common
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PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,541 Common
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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)
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 August
7, 1996, as amended on December 22, 1999 and March 28, 2000, to report ownership
of shares of the Common Stock, $.01 par value (the "Common Stock") issued by
Citizens First Financial Corp. ("Citizens"), whose principal executive offices
are located at 2101 North Veterans Parkway, Bloomington, Illinois 61704, is
hereby amended.
Item 2. Identity and Background
There are no changes with respect to this Item.
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 98,809
shares of the Common Stock. The shares represent an approximate 57.33% proration
of the 172,350 shares tendered, as determined by the final results of a Modified
Dutch Auction Tender Offer by Citizens which expired on Friday, December 1,
2000. The aggregate selling price of the Common Stock was $1,580,944.00 at a per
share price of $16.00. There were no fees or commissions associated with this
tender.
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) As previously described in Item 2 above, Mr. and Mrs. James F.
Dierberg control Investors. Investors is the controlling shareholder of Tidal
Insurance Limited, a British West Indies corporation ("Tidal"). Tidal
beneficially owns approximately 0.07% of the Common stock as reported in its
separately filed Amendment No. 3 to Schedule 13D. Tidal holds its Common Stock
for investment purposes. Investors disclaims beneficial ownership of the Common
Stock owned by Tidal.
<PAGE>
Investors intends to continually assess the market for the Common
Stock. Investors or an affiliate may purchase or dispose of additional 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 may be 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 1,563,918 shares outstanding following the final
results of the Modified Dutch Auction Tender Offer, as announced by Citizens in
its press release of December 11, 2000. On December 21, 2000, notification was
received that 98,809 shares were accepted for tender at $16.00 per share. As of
the close of business on December 21, 2000, Investors beneficially owned 73,541,
or approximately 4.7%, of such number of shares of Common Stock.
(b) Investors beneficially owns 73,541 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 on Exhibit 5(c) attached
hereto. All such shares were sold through the Modified Dutch Auction Tender
Offer.
(d) Not Applicable.
(e) The reporting person ceased to be the beneficial owner of more than
five percent of the class of securities as a result of the sale of shares
through the Modified Dutch Auction, receiving payment on December 21, 2000.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
There are no changes with respect to this Item.
Item 7. Material to Be Filed as Exhibits
Exhibit 5(c) - Transactions in the Common Stock 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.
INVESTORS OF AMERICA
LIMITED PARTNERSHIP
By:/s/ James F. Dierberg
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James F. Dierberg, President of
First Securities America, Inc.,
General Partner
Date: December 22, 2000
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Exhibit 5(c)
INVESTORS OF AMERICA LIMITED PARTNERSHIP
(Transactions Effected Within Past 60 Days)
Identity of Number of Price Per
Purchaser Date of Sale Shares Sold Share
Investors of America 12/21/00 98,809 16.00
Limited Partnership
