SC 13G/A 1 fspactrst13ga.txt SCHEDULE 13G/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 ) First Pactrust Bancorp, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock ($.01 Par Value) -------------------------------------------------------------------------------- (Title of Class of Securities) 33589V-10-1 ------------------------------------- (CUSIP Number) (Date of Event Which Requires Filing of this Statement) December 31, 2002 ------------------------------------- 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 157,100 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 0 7 SOLE DISPOSITIVE POWER 157,100 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 157,100 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.97% 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 250,000 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 0 7 SOLE DISPOSITIVE POWER 250,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7% 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 0.8% 12 TYPE OF REPORTING PERSON (See Instructions) OO CUSIP NO. 33589V-10-1 1 NAME OF REPORTING PERSONS Steven Schepman and Ellen Schepman, Joint Owners 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 0 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 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 Steven and Ellen Schepman. ITEM 2 (B) ADDRESS OF PRINCIPAL OFFICE: The address of the principal office of each of the Reporting Persons is 135 North Meramec, Clayton, MO 63105. ITEM 2 (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, Steven and Ellen Schepman are citizens of the United States of America. ITEM 2 (D) TITLE OF CLASS OF SECURITIES: This statement relates to Common Shares of the Issuer ("Shares"). ITEM 2 (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)-(j) Not Applicable ITEM 4 OWNERSHIP: (a)(b)Amount beneficially owned and Percent of class: Investors of America Limited Partnership - 157,100 (2.97%) First Capital America, Inc. - 250,000 (4.7%) James F. Dierberg, Trustee of the James F. Dierberg Living Trust Dated 10/8/85 - 43,680 (0.8%) Steven and Ellen Schepman - -0-(0.0%) 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 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. 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 Steven and Ellen Schepman. 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: February 13, 2003 INVESTORS OF AMERICA LIMITED PARTNERSHIP By:/s/ James F. Dierberg ------------------------------------------ James F. Dierberg, President of First Securities America, General Partner FIRST CAPITAL AMERICA, INC. By:/s/ James F. Dierberg ------------------------------------------ James F. Dierberg, President /s/ James F. Dierberg ------------------------------------------ James F. Dierberg, Trustee of the James F. Dierberg Living Trust Dated 10/8/85 /s/ Steven Schepman ------------------------------------------ Steven Schepman /s/ Ellen Schepman ------------------------------------------ Ellen Schepman 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 --------------------------------------------- James F. Dierberg, President of First Securities America, General Partner FIRST CAPITAL AMERICA, INC. By:/s/ James F. Dierberg -------------------------------------------- James F. Dierberg, President /s/ James F. Dierberg ------------------------------------------- James F. Dierberg, Trustee of the James F. Dierberg Living Trust Dated 10/8/85 /s/ Steven Schepman ------------------------------------------- Steven Schepman /s/ Ellen Schepman ------------------------------------------- Ellen Schepman Dated: February 13, 2003