AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
First Pactrust Bancorp, Inc.
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(Name of Issuer)
Common Stock ($.01 Par Value)
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(Title of Class of Securities)
33589V-10-1
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(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
December 31, 2007
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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. 33589V-10-1
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 122,000
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
122,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.77%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
CUSIP NO. 33589V-10-1
1 NAME OF REPORTING PERSONS
First Capital America, 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
Nevada
5 SOLE VOTING POWER
NUMBER OF SHARES 268,000
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
268,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.08%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
CUSIP NO. 33589V-10-1
1 NAME OF REPORTING PERSONS
James F. Dierberg, Trustee of the James F. Dierberg Living Trust
Dated 10/8/85
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
U.S.A.
5 SOLE VOTING POWER
NUMBER OF SHARES 43,680
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
43,680
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,680
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.99%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
CUSIP NO. 33589V-10-1
1 NAME OF REPORTING PERSONS
James F. Dierberg II
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
U.S.A.
5 SOLE VOTING POWER
NUMBER OF SHARES 4,300
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
4,300
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.09%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
ITEM 1 (A) NAME OF ISSUER:
First Pactrust Bancorp, Inc.
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
610 Bay Boulevard, Chula Vista, California 91910
ITEM 2 (A) NAME OF PERSON FILING:
The names of the persons filing this statement (the "Reporting
Persons") are Investors of America, Limited Partnership, First Capital America,
Inc., James F. Dierberg, Trustee of the James F. Dierberg Trust Dated 10/8/85,
and James F. Dierberg II.
(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:
Investors of America, Limited Partnership is a Nevada limited
partnership. First Capital America, Inc. is a Nevada corporation. James F.
Dierberg, Trustee of the James F. Dierberg Living Trust and James F. Dierberg II
are citizens of the United States of America.
(D) TITLE OF CLASS OF SECURITIES:
This statement relates to Common Shares of the Issuer ("Shares").
(E) CUSIP NUMBER: 33589V-10-1
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 - 122,000 (2.77%)
First Capital America, Inc. - 268,000 (6.08%)
James F. Dierberg, Trustee of the James F. Dierberg Living Trust
Dated 10/8/85 - 43,680 (0.99%)
James F. Dierberg II - 4,300 (0.09%)
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.
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 ACQUIREDTHE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
This item is not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
The members of the group are Investors of America, Limited Partnership,
First Capital America, Inc., James F. Dierberg, Trustee of the James F. Dierberg
Living Trust Dated 10/8/85, and James F. Dierberg II.
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 certify that the information set forth in this statement is
true, complete and correct.
Date: January 22, 2008
INVESTORS OF AMERICA, LIMITED PARTNERSHIP
By: /s/ James F. Dierberg
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James F. Dierberg, President of First
Securities America, General Partner
FIRST CAPITAL AMERICA, INC.
By: /s/ James F. Dierberg
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James F. Dierberg, President
/s/ James F. Dierberg
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James F. Dierberg, Trustee of the
James F. Dierberg Living Trust Dated
10/8/85
/s/ James F. Dierberg II
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James F. Dierberg II
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
BY: /s/ James F. Dierberg
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James F. Dierberg, President of
First Securities America, General
Partner
FIRST CAPITAL AMERICA, INC.
By:/s/ James F. Dierberg
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James F. Dierberg, President
/s/ James F. Dierberg
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James F. Dierberg, Trustee of the
James F. Dierberg Living Trust
Dated 10/8/85
/s/ James F. Dierberg II
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James F. Dierberg II
Dated: January 22, 2008