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.