-----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, DgrN9e0ON5xwwg+CSigBpPQX8w61lhpH/dtf8nNmjztRQwGRHxQSM/YGqW9UIC8p eHC7zx+jHN9AguZsQhUbkg== 0000927089-03-000041.txt : 20030214 0000927089-03-000041.hdr.sgml : 20030214 20030214164232 ACCESSION NUMBER: 0000927089-03-000041 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 GROUP MEMBERS: FIRST PACTRUST BANCORP 401(K) EMPLOYEE STOCK OWNERSHIP PLAN GROUP MEMBERS: NATIONAL TRUST MANAGEMENT SERVICES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST PACTRUST BANCORP INC CENTRAL INDEX KEY: 0001169770 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 043639825 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78540 FILM NUMBER: 03568323 BUSINESS ADDRESS: STREET 1: 610 BAY BLVD CITY: CHULA VISTA STATE: CA ZIP: 91910 BUSINESS PHONE: 6196911519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST PACTRUST BANCORP INC CENTRAL INDEX KEY: 0001169770 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 043639825 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 610 BAY BLVD CITY: CHULA VISTA STATE: CA ZIP: 91910 BUSINESS PHONE: 6196911519 SC 13G/A 1 fisc13g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.___)*

First PacTrust Bancorp, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, Par Value $0.01 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)

33589V 10 1
- ------------------------------------------------------------------------------
(CUSIP Number)

December 31, 2002
- ------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[ ] 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 PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only) First PacTrust Bancorp, Inc. 401(k) Employee Stock Ownership Plan IRS I.D. No. 04-3639825
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) (b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Not Applicable

NUMBER OF	5	SOLE VOTING POWER
SHARES		380,880
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER
EACH		42,320
REPORTING
PERSON WITH	7	SOLE DISPOSITIVE POWER
		380,880
	8	SHARED DISPOSITIVE POWER 86,354

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 467,234
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8%
12	TYPE OF REPORTING PERSON EP

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CUSIP NO. 33589V 10 1

1	NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON National Trust Management Services, Inc. IRS I.D. No. 54-1801897
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) (b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia

NUMBER OF	5	SOLE VOTING POWER
SHARES		380,880
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER
EACH		42,320
REPORTING
PERSON WITH	7	SOLE DISPOSITIVE POWER
		380,880
	8	SHARED DISPOSITIVE POWER 86,354

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 467,234
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8%
12	TYPE OF REPORTING PERSON* CO

Page 3 of 7

ITEM 1(a)	Name of Issuer: First PacTrust Bancorp, Inc. (the "Corporation")
ITEM 1(b)	Address of Issuer's Principal Executive Officers: 610 Bay Boulevard, Chula Vista, California 91910
ITEM 2(a)	Names of Persons Filing: First PacTrust Bancorp, Inc. 401(k) Employee Stock Ownership Plan (the "KSOP"). National Trust Management Services, Inc. (the "Trustee"), the trustee of the KSOP. The Trustee may also be deemed to beneficially own the shares held by the KSOP.
ITEM 2(b)	Address of Principal Business Office: The business address of the ESOP is: 610 Bay Boulevard, Chula Vista, California 91910 The business address of the Trustee is: 1700 Wisconsin Avenue, N.W., Washington, DC 20007
ITEM 2(c)	Citizenship: The Trustee is incorporated under the laws of the Commonwealth of Virginia.
ITEM 2(d)	Title of Class of Securities: Common stock, par value $.01 per share (the "Common Stock").
ITEM 2(e)	CUSIP Number: 33589V 10 1
ITEM 3	If this statement is filed pursuant to Section 240.13d-2(b) or (c), check whether the person filing is:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	[ ]	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f)	[X]	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
(g)	[ ]	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j)	[ ]	Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Page 4 of 7

ITEM 4	Ownership: As of December 31, 2002, the KSOP held an aggregate of 467,234 shares of Common Stock (8.8% of the outstanding shares). Of the 467,234 shares so held as of that date, the ESOP had sole voting power with respect to 380,880 of such shares and sole dispositive power with respect to 380,880 of such shares. The KSOP had shared voting power with the KSOP participants with respect to the 42,320 shares which have been allocated to participant ESOP accounts. The Trustee may be deemed to beneficially own the 467,234 shares held by the KSOP. However, the Trustee expressly disclaims beneficial ownership of all of such shares. Other than the shares held by the KSOP, the Trustee does not beneficially own any shares of Common Stock. Pursuant to the KSOP, participants in the KSOP are entitled to instruct the Trustee as to the voting of the shares allocated to their KSOP accounts. The Trustee is required to vote the shares held by the KSOP which have not been allocated or contributed to specific accounts on each issue with respect to the Company's shareholders are entitled to vote, in the same manner as the majority of participants who directed the Trustee regarding the voting of the shares in their ESOP accounts.
ITEM 5	Ownership of Five Percent or Less of a Class: Not Applicable.
ITEM 6	Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable.
ITEM 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable.
ITEM 8	Identification and Classification of Members of the Group: Not Applicable.
ITEM 9	Notice of Dissolution of Group: Not Applicable.

Page 5 of 7

ITEM 10

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Signature:

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.

	FIRST PACTRUST BANCORP, INC. 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN By: National Trust Management Services, Inc., as Trustee
Date: February 14, 2003	By: /s/ Lawrence J. Eisenberg Name: Lawrence J. Eisenberg Title: Vice President
	NATIONAL TRUST MANAGEMENT SERVICES, INC., AS TRUSTEE
Date: February 14, 2003	By: /s/ Lawrence J. Eisenberg Name: Lawrence J. Eisenberg Title: Vice President

Page 6 of 7

February 14, 2003

First PacTrust Bancorp, Inc.
Employee Stock Ownership Plan
610 Bay Boulevard
Chula Vista, California 91910

Dear Sir/Madam:

This letter hereby confirms the agreement and understanding between you and the undersigned that the Schedule 13G being filed with the Securities and Exchange Commission on or about this date is being filed on behalf of each of us.

Sincerely,

NATIONAL TRUST MANAGEMENT SERVICES, INC. AS TRUSTEE

By: /s/ Lawrence J. Eisenberg

Name: Lawrence J. Eisenberg
Title: Vice President

FIRST PACTRUST BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN

By: NATIONAL TRUST MANAGEMENT SERVICES, INC. AS TRUSTEE

By: /s/ Lawrence J. Eisenberg

Name: Lawrence J. Eisenberg
Title: Vice President

Page 7 of 7

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