AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Chicopee Bancorp, Inc.
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(Name of Issuer)
Common Stock (No Par Value)
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(Title of Class of Securities)
168565109
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(CUSIP Number)
August 18, 2008
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(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. 168565109
1 NAME OF REPORTING PERSONS
Investors of America, Limited Partnership
IRS Identification No. of above
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
NUMBER OF SHARES 114,600
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
114,600
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
CUSIP NO. 168565109
1 NAME OF REPORTING PERSONS
The Indenture of Trust Establishing The Dierberg Foundation
IRS Identification No. of above
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
NUMBER OF SHARES 50,000
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
50,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON (See Instructions)
OO - Charitable Foundation
CUSIP NO. 168565109
1 NAME OF REPORTING PERSONS
Dierberg Operating Foundation, Inc.
IRS Identification No. of above
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
NUMBER OF SHARES 50,000
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
50,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON (See Instructions)
CO/OO - OPERATING FOUNDATION
CUSIP NO. 168565109
1 NAME OF REPORTING PERSONS
James F. Dierberg
IRS Identification No. of above
3 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
NUMBER OF SHARES 100,000
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
100,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
ITEM 1 (A) NAME OF ISSUER:
Chicopee Bancorp, Inc.
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
70 Center Street, Chicopee, MA 01013
ITEM 2 (A) NAME OF PERSON FILING:
The names of the persons filing this statement (the "Reporting Persons")
are Investors of America, Limited Partnership, The Indenture of Trust
Establishing The Dierberg Foundation, Dierberg Operating Foundation, Inc. and
James F. Dierberg.
(B) ADDRESS OF PRINCIPAL OFFICE:
The address of the principal office of each of the Reporting Persons is
135 North Meramec, Clayton, MO 63105.
(C) CITIZENSHIP:
James F. Dierberg is a citizen of the United States of America.
Investors of America, Limited Partnership is a Nevada partnership. The Indenture
of Trust Establishing The Dierberg Foundation was established in Missouri and
Dierberg Operating Foundation, Inc. is a Missouri corporation.
(D) TITLE OF CLASS OF SECURITIES:
This statement relates to Common Shares of the Issuer ("Shares").
(E) CUSIP NUMBER: 168565109
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 - 114,600 (1.7%)
Indenture of Trust Establishing The Dierberg Foundation - 50,000 (0.7%)
Dierberg Operating Foundation, Inc. - 50,000 (0.7%)
James F. Dierberg - 100,000 (1.5%)
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 the person's respective shares.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting persons have ceased to be the beneficial owners of more
than five percent of the class of securities, check the following [X].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
No other persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares held by
each Reporting Person.
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.
SIGNATURES
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: August 22, 2008
Investors of America, Limited Partnership
/s/ James F. Dierberg
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James F. Dierberg, President of
First Securities America, Inc.,
General Partner
The Indenture of Trust Establishing The Dierberg Foundation
/s/ James F. Dierberg /s/ James F. Dierberg
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James F. Dierberg, Trustee James F. Dierberg,
as an individual
Dierberg Operating Foundation, Inc.
/s/ James F. Dierberg
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James F. Dierberg, President
EXHIBIT A
Consent Agreement Pursuant to 17 C.F.R. 13d-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. 13d-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
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James F. Dierberg, President of
First Securities America, Inc.,
General Partner
The Indenture of Trust Establishing The Dierberg Foundation
/s/ James F. Dierberg /s/ James F. Dierberg
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James F. Dierberg, Trustee James F. Dierberg
Dierberg Operating Foundation, Inc.
/s/ James F. Dierberg
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James F. Dierberg, President
Dated: August 22, 2008
EXHIBIT B
Response to Item 8. The members of the group are Investors of America, Limited
Partnership, The Indenture of Trust Establishing The Dierberg Foundation,
Dierberg Operating Foundation, Inc. and James F. Dierberg.