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
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(Name of Issuer)
Common Stock No Par Value
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(Title of Class of Securities)
826497-10-9
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(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).
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SCHEDULE 13D
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CUSIP NO. 826497-10-9 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DIERBERG FOUR, L.P.
43-1521079
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OFA GROUP* (a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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- ------------------- -------- -------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 282,900 Common - Right to Acquire (Convertible
Debentures)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 282,900 Common - Right to Acquire (Convertible
Debentures)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,900 Right to Acquire Common Shares - (Convertible Debentures)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON
IV, PN
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*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
<PAGE>
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.
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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
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James F. Dierberg, President of
First Securities America, Inc.,
General Partner
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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
<PAGE>
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
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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
<PAGE>
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.
<PAGE>
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.
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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
