-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EWRzr33f9YkU9DXnIv8DRFFcmmcxUvx9Rr5PDXlEgWul+o7YcybHQZq62uq9I6hF fxPVOlRnTfDv16UyQ0Kx6w== 0001445116-09-000003.txt : 20090209 0001445116-09-000003.hdr.sgml : 20090209 20090209130245 ACCESSION NUMBER: 0001445116-09-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 GROUP MEMBERS: DIERBERG EDUCATIONAL FOUNDATION, INC. GROUP MEMBERS: INVESTORS OF AMERICA, LIMITED PARTNERSHIP GROUP MEMBERS: JAMES F. DIERBERG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS OF AMERICA LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000904217 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 135 N MERAMEC CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 FORMER COMPANY: FORMER CONFORMED NAME: DIERBERG FOUR LP DATE OF NAME CHANGE: 19930512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: New England Bancshares, Inc. CENTRAL INDEX KEY: 0001338248 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 043693643 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81361 FILM NUMBER: 09580328 BUSINESS ADDRESS: STREET 1: 855 ENFIELD STREET CITY: ENFIELD STATE: CT ZIP: 06082 BUSINESS PHONE: 860-253-5200 MAIL ADDRESS: STREET 1: 855 ENFIELD STREET CITY: ENFIELD STATE: CT ZIP: 06082 FORMER COMPANY: FORMER CONFORMED NAME: NEBS Bancshares, Inc. DATE OF NAME CHANGE: 20050908 SC 13G/A 1 nebs13ga2909.txt SC 13G/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) - -------------------------------------------------------------------------------- New England Bancshares, Inc. (Name of Issuer) Common Stock ($0.01 par value) - -------------------------------------------------------------------------------- (Title of Class of Securities) 643863202 --------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ( ) Rule 13d-1 (b) (X) Rule 13d-1 (c) ( ) Rule 13d-1 (d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP NO. 643863202 1 NAME OF REPORTING PERSONS Investors of America, Limited Partnership IRS Identification Nos. of above persons 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada 5 SOLE VOTING POWER 333,136 ----------------------------------------- NUMBER OF 6 SHARED VOTING POWER 0 SHARES BENE- ----------------------------------------- FICIALLY 7 SOLE DISPOSITIVE POWER 333,136 OWNED BY EACH ----------------------------------------- REPORTING 8 SHARED DISPOSITIVE POWER 0 PERSON WITH: ----------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 333,136 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.6% 12 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 643863202 1 NAME OF REPORTING PERSONS James F. Dierberg IRS Identification Nos. of above persons 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER 30,000 ----------------------------------------- NUMBER OF 6 SHARED VOTING POWER 0 SHARES BENE- ----------------------------------------- FICIALLY 7 SOLE DISPOSITIVE POWER 30,000 OWNED BY EACH ----------------------------------------- REPORTING 8 SHARED DISPOSITIVE POWER 0 PERSON WITH: ----------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5% 12 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP NO. 643863202 1 NAME OF REPORTING PERSONS Dierberg Educational Foundation, Inc. (formerly Dierberg Operating Foundation, Inc.) IRS Identification Nos. of above persons 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 5 SOLE VOTING POWER 5,200 ----------------------------------------- NUMBER OF 6 SHARED VOTING POWER 0 SHARES BENE- ----------------------------------------- FICIALLY 7 SOLE DISPOSITIVE POWER 5,200 OWNED BY EACH ----------------------------------------- REPORTING 8 SHARED DISPOSITIVE POWER 0 PERSON WITH: ----------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,200 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON (See Instructions) CO/OO - OPERATING FOUNDATION ITEM 1 (A) NAME OF ISSUER: New England Bancshares, Inc. ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 855 Enfield Street Enfield, Connecticut 06082 ITEM 2 (A) NAME OF PERSON FILING: The names of the persons filing this statement (the "Reporting Persons") are Investors of America, Limited Partnership, James F. Dierberg and Dierberg Educational Foundation, Inc. (formerly Dierberg Operating Foundation, Inc.) ITEM 2 (B) ADDRESS OF PRINCIPAL OFFICE: The address of the principal office of each of the Reporting Persons is 135 North Meramec, Clayton, MO 63105. ITEM 2 (C) CITIZENSHIP: Investors of America, Limited Partnership is a Nevada partnership. James F. Dierberg is a citizen of the United States of America and Dierberg Educational Foundation, Inc. (formerly Dierberg Operating Foundation, Inc.) is a Missouri corporation. ITEM 2 (D) TITLE OF CLASS OF SECURITIES: This statement relates to shares of common stock of the Issuer ("Shares"). ITEM 2 (E) CUSIP NUMBER: 643863202 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ITEM 4 OWNERSHIP: (a)(b) Amount beneficially owned and Percent of class: Investors of America, Limited Partnership - 333,136 (5.6%) James F. Dierberg - 30,000 (0.5%) Dierberg Educational Foundation, Inc. (formerly Dierberg Operating Foundation, Inc.) - 5,200 (0.1%) (c) Each Reporting Person has the sole power to dispose or direct the disposition of and the sole power to vote or direct the vote of his or her respective shares. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. This item is not applicable. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. This item is not applicable. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. This item is not applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP. See Exhibit B. ITEM 9 NOTICE OF DISSOLUTION OF GROUP. This item is not applicable. ITEM 10 CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 9, 2009 Investors of America, Limited Partnership /s/ James F. Dierberg - ------------------------------------- James F. Dierberg, President of First Securities America, Inc., General Partner /s/ James F. Dierberg - ------------------------------------- James F. Dierberg, as an individual Dierberg Educational Foundation, Inc. (formerly Dierberg Operating Foundation, Inc.) /s/ James F. Dierberg - ------------------------------------- James F. Dierberg, President EXHIBIT A Consent Agreement Pursuant to 17 C.F.R. 13-d-1(k)(1)(iii) Each of the undersigned hereby consents and agrees to the filing on behalf of each of them of the foregoing joint statement on Schedule 13G pursuant to 17 C.F.R. 13-d-1(k)(1)(iii)with respect to his/her/its beneficial ownership of the shares of the Issuer. Investors of America, Limited Partnership /s/ James F. Dierberg - ------------------------------------- James F. Dierberg, President of First Securities America, Inc., General Partner /s/ James F. Dierberg - ------------------------------------- James F. Dierberg, as an individual Dierberg Educational Foundation, Inc. (formerly Dierberg Operating Foundation, Inc.) /s/ James F. Dierberg - ------------------------------------- James F. Dierberg, President Date: February 9, 2009 EXHIBIT B Response to Item 8. The members of the group are Investors of America, Limited Partnership, James F. Dierberg and Dierberg Educational Foundation, Inc. (formerly Dierberg Operating Foundation, Inc.) -----END PRIVACY-ENHANCED MESSAGE-----