UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
First Pactrust Bancorp, Inc.
---------------------------
(Name of Issuer)
Common Stock, $.0001 par value
------------------------------
(Title of Class of Securities)
33589V101
---------
(CUSIP Number)
Seymour Holtzman
c/o Jewelcor Companies
100 N. Wilkes Barre Blvd.
Wilkes Barre, Pennsylvania 18702
(570) 822-6277
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 28,2005
----------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: |_|
* 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).
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
274,793
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 274,793
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Management, Inc.
Federal Identification No. 23-2331228
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
274,793
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 274,793
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Itme 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Delaware
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 040175101
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Pennsylvania
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is
the common stock (the "Common Stock") of First Pactrust Bancorp, Inc. (the
"Issuer"). The principal executive offices of the Issuer are located at
610 Bay Blvd, Chula Vista, CA 91910.
Item 2. Identity and Background.
I. Item 2 (a) - (c), (f) This Schedule 13D is being filed jointly
by the Reporting Persons.
Jewelcor Management, Inc. ("JMI") is a Nevada corporation which is
primarily involved in investment and management services. The address of the
principal business and principal offices of JMI is 100 N. Wilkes Barre Blvd.,
Wilkes Barre, Pennsylvania 18702. The officers and directors of JMI and their
principal occupations and business addresses are set forth on Schedule I
attached to this Schedule 13D. Seymour Holtzman, the Chairman, Chief
Executive and President of JMI, has sole voting and dispositive power with
respect to the shares of Common Stock held by JMI.
JMI is a wholly owned subsidiary of Jewelcor Incorporated, a
Pennsylvania corporation ("Jewelcor"), which owns and manages commercial real
estate. The address of the principal business and principal offices of Jewelcor
is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and
directors of Jewelcor and their principal occupations and business addresses are
set forth on Schedule II attached to this Schedule 13D.
Jewelcor is a wholly owned subsidiary of S.H. Holdings, Inc., a
Delaware corporation ("SHI"), which acts as a holding company. The address of
the principal business and principal offices of SHI is 100 N. Wilkes Barre
Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of SHI
and their principal occupations and business addresses are set forth on
Schedule III attached to this Schedule 13D. Seymour Holtzman and Evelyn
Holtzman, his wife,own, as tenants by the entirety, a controlling interest
in SHI.
Seymour Holtzman is a United States citizen whose business address
is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. Mr. Holtzman's
principal occupation is serving as Chairman of the Board of two public
companies, Casual Male Retail Group, Inc. and MM Companies, Inc. He also serves
as Chairman and Chief Executive Officer of each of JMI, C.D. Peacock, Inc., a
Chicago retail jewelry establishment, and S.A. Peck & Company, a Chicago based
retail and mail order jewelry company.
Evelyn Holtzman is a United States citizen whose business address is
100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702.
(d-e) During the last five years none of JMI, Jewelcor Inc., S.H.
Holdings, Inc., Mr. Holtzman and Mrs. Holtzman, or, to the best of their
knowledge, any person listed in Schedules I, II, and III attached hereto,
(i) has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The purchases of 274,793 shares of Common Stock by JMI were made
in the open market and were funded by working capital, which may, at any
given time, include margin loans made by its brokerage firms, National
Financial Services and/or Spear, Leeds & Kellog, in the ordinary
course of business. The amount of funds expended by JMI for such purchases
(including brokerage commissions and related fees) was approximately
$6,529,082.
Item 4. Purpose of Transaction.
The shares of common stock covered by this Statement were acquired
for the purpose of investment. The Reporting Persons filing this
Statement may decide, jointly or individually, to purchase additional
shares of the Common Stock or other securities of the Issuer.
In addition the Reporting Persons, jointly or individually, may
dispose of any or all securities of the Issuer in any manner permitted
by applicable securities laws.
Mr. Holtzman, as a representative of the Reporting Persons, may
attempt to meet with the Board of Directors of the Issuer and the
Issuer's management to review ways to maximize shareholder value.
The review is expected to include conducting a comprehensive review
and analysis of the potential value that could be achieved by the
Issuer as an independent institution versus its possible value from a
potential sale to a larger institution. Mr. Holtzman or the Reporting
Persons may seek to add representatives of the Reporting Persons to the
Board of Directors of the Issuer or submit proposals requesting that
the Issuer take steps to pursue a sale or merger of the Issuer on terms
that would enhance shareholder value.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of March 10, 2005, the Reporting Persons owned
an aggregate of 274,793 shares of Common Stock, representing approximately
5.9% of the outstanding shares of Common Stock based upon the 4,644,900
shares of Common Stock reported by the Issuer to be outstanding as of
November 4, 2004 in its Form 10-Q filed with the SEC on November 9, 2004
for the period ending September 30, 2004.
As of March 10, 2005, JMI beneficially owned an aggregate of
274,793 shares of Common Stock, representing approximately 5.9% of the
outstanding shares of Common Stock. JMI has sole voting and dispositive
power over the shares of Common Stock beneficially owned by it. By
virtue of the relationships described under Item 2 of this Schedule 13D,
Jewelcor and SHI may both be deemed to have indirect beneficial ownership
of the 274,793 shares of Common Stock held by JMI. In addition, by
virtue of the relationships described under Item 2 of this Schedule 13D,
Seymour Holtzman and Evelyn Holtzman may both be deemed to have indirect
beneficial ownership of the 274,793 shares of Common Stock held by JMI.
Seymour Holtzman has sole voting and dispositive power over the shares
of Common Stock held by JMI.
The schedule attached as Exhibit 1 describes transactions in
the Common Stock effected by the Reporting Persons during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements or understandings among the
Reporting Persons, or between any Reporting Person and any other person, with
respect to the securities of the Issuer.
Item 7 of the Schedule 13D, "Material to be Filed as Exhibits,"
Exhibit 1. Transactions in the Common stock of the
Issuer during the past 60 days.
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: March 10, 2005
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
JEWELCOR INCORPORATED
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
----------------------------
Name: Seymour Holtzman
Title: President
/s/ Seymour Holtzman
-------------------------------
Seymour Holtzman
/s/ Evelyn Holtzman
-------------------------------
Evelyn Holtzman
Schedule I
Directors and Officers of Jewelcor Management, Inc.(A)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director Consultant to 100 North Wilkes Barre Blvd.
Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
(A) All of the above Directors and Officers are US Citizens.
Schedule II
Directors and Officers of Jewelcor Incorporated (A)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director, Consultant to 100 North Wilkes Barre Blvd.
Vice President and Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
(A) All of the above Directors and Officers are US Citizens.
Schedule III
Directors and Officers of SH Holdings, Inc. (A)
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director and Consultant to 100 North Wilkes Barre Blvd.
Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
(A) All of the above Directors and Officers are US Citizens.