-----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, MaqXQd51Kyk/Zzj/OY9tPPRAYEcfY/GeC/XCpjzT/1bcufACORWj7yeqVXAUlDUN vrz6vuDZtYruBHd0xM9msQ== 0000904217-96-000004.txt : 19960301 0000904217-96-000004.hdr.sgml : 19960301 ACCESSION NUMBER: 0000904217-96-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960229 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIERRA TAHOE BANCORP CENTRAL INDEX KEY: 0000790555 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 680091859 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44425 FILM NUMBER: 96529329 BUSINESS ADDRESS: STREET 1: 10181 TRUCKEE TAHOE AIRPORT RD STREET 2: P O BOX 61000 CITY: TRUCKEE STATE: CA ZIP: 96161-9010 BUSINESS PHONE: 9165823000 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: TRUCKEE STATE: CA ZIP: 96160 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIERBERG FOUR LP CENTRAL INDEX KEY: 0000904217 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 135 N MERAMEC CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 SC 13D 1 SCHEDULE 13D AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Sierra Tahoe Bancorp - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock No Par Value - ----------------------------------------------------------------------------- (Title of Class of Securities) 826497-10-9 ------------------------------------------------------------------- (CUSIP Number) Allen H. Blake, Senior Vice President, First Banks, Inc. 135 N. Meramec, Clayton, MO 63105 (314) 854-4600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 20, 1995 (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 Rule 13d-1(b)(3) or (4), check the following box. Check the following box if a fee is being paid with the statement X. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). THIS STATEMENT CONTAINS ELEVEN (11) PAGES AND THE EXHIBIT INDEX IS ON PAGE SIX (6). SCHEDULE 13D - ---------------------------------------- CUSIP NO. 826497-10-9 Page 2 of 11 Pages - ---------------------------------------- - ---------- ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DIERBERG FOUR, L.P. 43-1521079 - ---------- ------------------------------------------------------------------- - ---------- ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OFA GROUP* (a) (b) X - ---------- ------------------------------------------------------------------- - ---------- ------------------------------------------------------------------- 3 SEC USE ONLY - ---------- ------------------------------------------------------------------- - ---------- ------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK, OO - ---------- ------------------------------------------------------------------- - ---------- ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - ---------- ------------------------------------------------------------------- - ---------- ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------- ------------------------------------------------------------------- - ------------------- -------- ------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 282,900 Common - Right to Acquire (Convertible Debentures) -------- ------------------------------------------------- -------- ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE -------- ------------------------------------------------- -------- ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 282,900 Common - Right to Acquire (Convertible Debentures) -------- ------------------------------------------------- -------- ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH NONE - ------------------- -------- ------------------------------------------------- - ---------- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 282,900 Right to Acquire Common Shares - (Convertible Debentures) - ---------- ------------------------------------------------------------------- - ---------- ------------------------------------------------------------------- 12 CHECK BOX 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 IV, PN - ---------- ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION Item 1. Security and Issuer This statement relates to the 8-1/2% Convertible Subordinated Debentures due February 1, 2004 (the "Debentures") issued by Sierra Tahoe Bancorp ("Sierra"), whose principal executive offices are located at 10181 Truckee Tahoe Airport Road, Truckee, California 96161. The Debentures are convertible at any time prior to maturity, unless previously redeemed, into shares of the common stock, no par value (the "Common Stock"), of Sierra at a conversion price of $10.00 per share, subject to adjustment in certain events. Item 2. Identity and Background This statement is filed by Dierberg Four, L.P., a Delaware limited partnership ("Dierberg Four"). The general partner of Dierberg Four is First Securities America, Inc., a Missouri corporation. James F. Dierberg is the controlling shareholder of First Securities America, Inc. The directors and officers of First Securities America, Inc. are James F. Dierberg (President and Director) and Mary W. Dierberg (Secretary, Treasurer and Director). The information required by Item 2 with respect to each of the above named persons is attached to this statement as Exhibits 2A through 2D, and is incorporated herein by reference. The information disclosed in Exhibits 2A through 2D is included pursuant to General Instruction C to Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the $2,829,000 principal amount of Debentures covered by this Schedule 13D was $3,479,670.00. Additionally, $5.00 was disbursed for handling and the Debenture accrued interest amounts adjusted. See Item 4. Dierberg Four purchased the Debentures with $450,000.00 cash proceeds and resources drawn from existing lines of credit negotiated in the ordinary course of business with two unaffiliated banks, as defined in Section 3(a)(6) of the Securities Exchange Act of 1934. Item 4. Purpose of Transaction The $2,829,000 principal amount of Debentures covered by this statement were sold by Tidal Insurance Limited ("Tidal") through a broker and purchased by Dierberg Four. Dierberg Four is the controlling shareholder of Tidal. Tidal's disposition of the Debentures is reported in its separately filed Schedule 13D. Dierberg Four has the following plans with respect to the Debentures: (a) The Debentures covered by this statement are being held for investment purposes. Dierberg Four intends to continually assess the market for the Common Stock and Debentures. Dierberg Four or an affiliate may purchase additional shares or dispose of such shares of the Common Stock and/or Debentures from time to time depending on such continuing assessment and upon future developments, including the then market price of such shares. However, it is recognized that if, in the future, certain levels of share ownership are exceeded, certain banking regulatory approvals may be required. (b-j) None Item 5. Interest in Securities of the Issuer (a) The aggregate percentage of shares of Common Stock reported owned by Dierberg Four is based upon 2,592,419 shares outstanding at December 31, 1995, as indicated in a response to an inquiry made to Sierra, plus 282,900 shares, representing the conversion of Dierberg Four's Debentures to Common Stock at a conversion price of $10.00, or total shares of 2,875,319. On February 28, 1996, Dierberg Four beneficially owned $2,829,000 principal amount of debentures or, based on a conversion price of $10.00, the equivalent of 282,900 Common Stock represented by the Debentures, or approximately 9.84% of such number of shares. (b) Dierberg Four beneficially owns $2,829,000 principal amount of the Debentures and upon conversion of the Debentures, assuming a conversion price of $10.00, Dierberg Four would beneficially own 282,900 shares of Common Stock and have the sole power to vote and dispose of such shares. (c) All transactions in the shares of Common Stock and Debentures effected by Dierberg Four during the past sixty days are described on Exhibit 5(c) attached hereto. 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 Dierberg Four is 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 and Debentures effected during the past sixty days. Exhibit 7 - Copy of lines of credit and demand notes, pursuant to request of Dierberg Four and instructions to the Form 13D, are included in the Confidential Exhibit Volume filed with the Secretary of the Commission and dated February 29, 1996. 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. DIERBERG FOUR, L.P. Date:February 29, 1996 By:/s/James F. Dierberg - ---------------------- ----------------------- James F. Dierberg, President of First Securities America, Inc., General Partner EXHIBIT INDEX Exhibit No. Page No. Exhibit 2A 7 Exhibit 2B 8 Exhibit 2C 9 Exhibit 2D 10 Exhibit 5(c) 11 Exhibit 7 * * Confidential Exhibit, dated February 29, 1996, Filed with the Secretary of the Commission Exhibit 2A DIERBERG FOUR, L.P. State or Other Place of Organization: Delaware Principal Business: Investment in real estate and stocks Address of Principal Business: 39 Glen Eagles Drive St. Louis, Missouri 63124 Address of Principal Office: 39 Glen Eagles Drive St. Louis, Missouri 63124 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2B FIRST SECURITIES AMERICA, INC. (General Partner of Dierberg Four, L.P.) State or Other Place of Organization: Missouri Principal Business: Insurance and investments Address of Principal Business: Suite 404 135 North Meramec, Clayton, Missouri 63105 Address of Principal Office: Suite 404 135 North Meramec, Clayton, Missouri 63105 Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Exhibit 2C JAMES F. DIERBERG (Director and President of First Securities America, Inc.; controlling shareholder of First Securities America, Inc.) Residence or Business Address: 39 Glen Eagles Drive, St. Louis, Missouri 63124 Principal Occupation or Employment: Financial services 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 2D MARY W. DIERBERG (Director, Secretary and Treasurer of First Securities America, Inc.) Residence or Business Address: 39 Glen Eagles Drive, St. Louis, Missouri 63124 Principal Occupation or Employment: Housewife Criminal Proceedings During Last 5 Years: None Civil Proceedings During Last 5 Years: None Citizenship: U.S.A. Exhibit 5(c) DIERBERG FOUR, L.P. (Transactions Effected Within Past 60 Days) PURCHASES OF 8-1/2% CONVERTIBLE SUBORDINATED DEBENTURES Identity of Principal Price Per Purchaser/Seller Date of Purchase Amount Purchased Unit Dierberg Four, L.P. February 20, 1996 2,829,000 $123.00 -----END PRIVACY-ENHANCED MESSAGE-----