SC 13D 1 comw13d72006.txt SC 13D AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Community West Bancshares ------------------------- (Name of Issuer) Common Stock - No Par Value --------------------------- (Title of Class of Securities) 204157-10-1 ----------- (CUSIP Number) Allen H. Blake 600 James S. McDonnell Boulevard. Hazelwood, MO 63042 (314) 592-5000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 11, 2006 ------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box |X|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 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). CUSIP NO. 204157-10-1 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. SOURCE OF FUNDS (See Instructions) OO -Investment Funds of Reporting Limited Partnership 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) -|_|- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Nevada 7. SOLE VOTING POWER NUMBER OF SHARES 568,696 BENEFICIALLY OWNED BY EACH REPORTING 8. SHARED VOTING POWER PERSON WITH 0 9. SOLE DISPOSITIVE POWER 568,696 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 568,696 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 14. TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 204157-10-1 1. NAME OF REPORTING PERSONS First Banks, 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. SOURCE OF FUNDS (See Instructions) WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) -|_|- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 7. SOLE VOTING POWER NUMBER OF SHARES 593,976 BENEFICIALLY OWNED BY EACH REPORTING 8. SHARED VOTING POWER PERSON WITH 0 9. SOLE DISPOSITIVE POWER 593,976 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 593,976 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% 14. TYPE OF REPORTING PERSON (See Instructions) HC / CO Item 1. Security and Issuer This statement relates to the Common Stock, no par value (the "Common Stock"), issued by Community West Bancshares ("Community"), with principal executive offices located at 445 Pine Avenue, Goleta, California 93117. Item 2. Identity and Background This statement is filed by (i) Investors of America, Limited Partnership, a Nevada limited partnership ("Investors") and (ii) First Banks, Inc., a Missouri corporation ("First Banks"). The general partner of Investors is First Securities America, Inc., a Missouri corporation ("First Securities"). James F. Dierberg is the controlling shareholder of First Securities. The directors and officers of First Securities are James F. Dierberg (President, Director and controlling shareholder) and Mary W. Dierberg (Secretary, Treasurer and Director). James F. Dierberg and Mary W. Dierberg are husband and wife. The Dierberg family also controls First Banks, a Missouri corporation and registered bank holding company, through various family trusts. The directors and executive officers of First Banks are identified on Exhibit 2D and Exhibits 2G through 2P filed herewith. The information required by Item 2 with respect to each of the above named persons is attached to this statement as Exhibits 2A through 2P, and is incorporated herein by reference. The information disclosed in Exhibits 2A through 2P is included pursuant to General Instruction C to Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration See Item 4 of the cover sheets and Exhibit 5(c), attached hereto, of this Schedule 13D. Item 4. Purpose of Transaction Investors frequently invests in the securities of financial institutions and holds the Common Stock for investment purposes. First Banks filed an application with the Board of Governors of the Federal Reserve System for prior approval to acquire up to 24.99%, in the aggregate, of the outstanding voting shares of Community, and thereby to indirectly acquire up to 24.99% of the outstanding voting shares of its subsidiary bank, Goleta National Bank, Goleta California. Regulatory approval of the acquisition of shares of the Common Stock by First Banks was received. Investors has not purchased additional shares and presently does not intend to purchase additional shares of the Common stock, and is submitting this Schedule 13D as part of a group. Item 5. Interest in Securities of the Issuer (a) The aggregate percentage of shares of Common Stock reported owned by Investors and First Banks is based upon 5,780,653 shares outstanding as reported in Community's Quarterly Report of Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2006. As of the close of business on July 17, 2006, Investors beneficially owned 568,696, or approximately 9.8% of such number of shares of Common Stock, and First Banks owned 593,976 shares, or approximately 10.3%. (b) Investors has the sole power to vote and dispose of all shares attributed to it, and First Banks has the sole power to vote and dispose of all shares attributable to it. (c) Investors has not effected any purchases of Common Stock during the past 60 days. All transactions in the shares of Common Stock effected by First Banks during the past 60 days are described in Exhibit 5(c) attached hereto, and is incorporated herein by reference. All such shares were purchased through a broker/dealer. (d-e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Investors and First Banks are under the control of James F. Dierberg. See Item 2 above. James F. Dierberg and Mary W. Dierberg are husband and wife. Item 7. Material to Be Filed as Exhibits Exhibit 5(c) - Transactions in the Common Stock effected during the past 60 days. 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 ------------------------------------------------ James F. Dierberg President of First Securities America, Inc., General Partner FIRST BANKS, INC. By: /s/ Allen H. Blake ------------------------------------------------ Allen H. Blake President and Chief Executive Officer Date: July 20, 2006 EXHIBIT INDEX Exhibit No. Page No. ----------- -------- Exhibit 2A 8 Exhibit 2B 9 Exhibit 2C 10 Exhibit 2D 11 Exhibit 2E 12 Exhibit 2F 13 Exhibit 2G 14 Exhibit 2H 15 Exhibit 2I 16 Exhibit 2J 17 Exhibit 2K 18 Exhibit 2L 19 Exhibit 2M 20 Exhibit 2N 21 Exhibit 2O 22 Exhibit 2P 23 Exhibit 5(c) 24 Exhibit 2A INVESTORS OF AMERICA, LIMITED PARTNERSHIP State or Other Place of Organization: Nevada Principal Business: Investment in real estate and stocks Address of Principal Business: 1504 Hwy. #395 N #8-00508 Gardnerville, Nevada 89410 Address of Principal Office: 1504 Hwy. #395 N #8-00508 Gardnerville, Nevada 89410 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2B FIRST SECURITIES AMERICA, INC. (General Partner of Investors of America, Limited Partnership) State or Other Place of Organization: Missouri Principal Business: Insurance and investments Address of Principal Business: 135 North Meramec Clayton, Missouri 63105 Address of Principal Office: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2C FIRST BANKS, INC. State or Other Place of Organization: Missouri Principal Business: Bank Holding Company Address of Principal Business: 135 North Meramec Clayton, Missouri 63105 Address of Principal Office: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2D JAMES F. DIERBERG (Chairman of the Board of Directors of First Banks, Inc., and trustee of the James F. Dierberg Living Trust, dated October 8, 1985) Residence or Business Address: 135 North Meramec Clayton, Missouri 63105 Principal Occupation or Employment: Chairman of the Board of Directors Name of Employer: First Banks, Inc. Principal Business: Bank Holding Company Address: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2E MARY W. DIERBERG. (Co-Trustee under First Trust established U/I James F. Dierberg dated December 30, 1992 and Trustee of The Michael J. Dierberg Irrevocable Trust dated May 1, 1998). Residence or Business Address: c/o First Banks, Inc. 135 North Meramec Clayton, Missouri 63105 Principal Occupation or Employment: Housewife Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2F FIRST BANK (Co-Trustee of First Trust established U/I James F. Dierberg dated December 30, 1992 and Trustee of The Michael J. Dierberg Irrevocable Trust dated May 1, 1998) State or Other Place of Organization: Missouri Principal Business: Banking Address of Principal Business: 11901 Olive Boulevard St. Louis, Missouri 63141 Address of Principal Office: 11901 Olive Boulevard St. Louis, Missouri 63141 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2G ALLEN H. BLAKE (President, Chief Executive Officer and Director of First Banks, Inc.) Residence or Business Address: 600 James S. McDonnell Boulevard Hazelwood, Missouri 63042 Principal Occupation or Employment: President and Chief Executive Officer Name of Employer: First Banks, Inc. Principal Business: Bank Holding Company Address: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2H TERRANCE M. McCARTHY (Senior Executive Vice President, Chief Operating Officer and Director of First Banks, Inc.) Residence or Business Address: 600 James S. McDonnell Boulevard Hazelwood, Missouri 63042 Principal Occupation or Employment: Chief Operating Officer Name of Employer: First Banks, Inc. Principal Business: Bank Holding Company Address: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2I STEVEN F. SCHEPMAN (Senior Vice President, Chief Financial Officer and Director of First Banks, Inc.) Residence or Business Address: 600 James S. McDonnell Boulevard Hazelwood, Missouri 63042 Principal Occupation or Employment: Chief Financial Officer Name of Employer: First Banks, Inc. Principal Business: Bank Holding Company Address: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2J GORDON A. GUNDAKER (Director of First Banks, Inc.) Residence or Business Address: 2458 Old Dorsett Road St. Louis, Missouri 63043 Principal Occupation or Employment: President and Chief Executive Officer Name of Employer: Coldwell Banker Gundaker Principal Business: Full-service real estate brokerage company Address: 2458 Old Dorsett Road St. Louis, Missouri 63043 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2K DAVID L. STEWARD (Director of First Banks, Inc.) Residence or Business Address: 60 Weldon Parkway St. Louis, Missouri 63043 Principal Occupation or Employment: Chairman of the Board of Directors Name of Employer: World Wide Technology Holding Co., Inc. Principal Business: Electronic procurement and logistics company in the information technology industry Address: 60 Weldon Parkway St. Louis, Missouri 63043 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2L DOUGLAS H. YAEGER (Director of First Banks, Inc.) Residence or Business Address: 720 Olive Street, Room 1507 St. Louis, Missouri 63101 Principal Occupation or Employment: Chairman of the Board of Directors, President and Chief Executive Officer Name of Employer: The Laclede Group, Inc. Principal Business: Exempt public utility holding company Address: 720 Olive Street, Room 1507 St. Louis, Missouri 63101 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2M RUSSELL L. GOLDAMMER (Executive Vice President and Chief Information Officer of First Banks, Inc.) Residence or Business Address: 600 James S. McDonnell Boulevard Hazelwood, Missouri 63042 Principal Occupation or Employment: Chief Information Officer Name of Employer: First Banks, Inc. Principal Business: Bank Holding Company Address: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit N DANIEL W. JASPER (Executive Vice President and Chief Credit Officer of First Banks, Inc.) Residence or Business Address: 11901 Olive Boulevard St. Louis, Missouri 63141 Principal Occupation or Employment: Chief Credit Officer Name of Employer: First Banks, Inc. Principal Business: Bank Holding Company Address: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2O F. CHRISTOPHER McLAUGHLIN (Executive Vice President and Director of Sales, Marketing and Products of First Banks, Inc.) Residence or Business Address: 600 James S. McDonnell Boulevard Hazelwood, Missouri 63042 Principal Occupation or Employment: Director of Sales, Marketing and Products Name of Employer: First Banks, Inc. Principal Business: Bank Holding Company Address: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 2P MARY P. SHERRILL (Executive Vice President and Director of Operations of First Banks, Inc.) Residence or Business Address: 600 James S. McDonnell Boulevard Hazelwood, Missouri 63042 Principal Occupation or Employment: Director of Operations Name of Employer: First Banks, Inc. Principal Business: Bank Holding Company Address: 135 North Meramec Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U. S. A. Exhibit 5(c) (Transactions Effected Within Past 60 Days) Identity of Purchaser Date of Purchase Number of Shares Price Per Share --------------------- ---------------- ---------------- --------------- First Banks, Inc. May 12, 2006 20,000 $15.65 June 9, 2006 30,000 $15.70 June 21, 2006 5,000 $15.65 July 11, 2006 43,000 $15.70 Investors of America, N/A None N/A Limited Partnership All such shares were purchased through a broker/dealer.