SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

BEVERLY HILLS BANCORP INC.

(Name of Subject Company (Issuer))

BEVERLY HILLS BANCORP INC. (Issuer)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

087866109

(CUSIP Number of Class of Securities)

Larry B. Faigin

Chief Executive Officer

Beverly Hills Bancorp Inc.

23901 Calabasas Road, Suite 1050

Calabasas, CA 91302

(818) 223-8084

(Name, address and telephone number of person

authorized to receive notices and communications on

behalf of Filing Persons)

Copy to:

Alan B. Spatz, Esq.

Troy & Gould P.C.

1801 Century Park East, Suite 1600

Los Angeles, CA 90067

(310) 553-4441

July 14, 2006

(Date Tender Offer First Published, Sent or Given to Security Holders)

CALCULATION OF FILING FEE

Transaction Valuation*	**Amount of Filing Fee
$27,500,000	$2,942.50

* Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 2,750,000 shares of common stock at $10.00 per share.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for the Fiscal Year 2006 issued by the Securities and Exchange Commission, equals $107.00 per million of the value of the transaction.

þ Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $2,942.50

Form or Registration Number: SC TO-I, File No. 5-49579

Filing Party: Beverly Hills Bancorp Inc.

Date Filed: May 22, 2006

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

¨ third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

INTRODUCTION

This Amendment No. 3 (the “Amendment”) to the Tender Offer Statement on Schedule TO is filed by Beverly Hills Bancorp Inc., a Delaware corporation (the “Company”), and relates to the offer by the Company to purchase up to 2,750,000 shares of its common stock, par value $0.01 per share, at a price not greater than $9.50 per share nor less than $9.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 14, 2006, and in the related Letter of Transmittal dated July 14, 2006.

This Amendment amends and supplements the Schedule TO, as amended.

Item 6. Purposes of the Transaction and Plans or Proposals.

(c) The Company’s bank subsidiary, First Bank of Beverly Hills, has entered into an agreement to sell its Beverly Hills branch. See the Press Release dated August 7, 2006 attached as Exhibit (a)(7), which is incorporated herein by this reference.

Item 12. Exhibits

Item 12 of the Schedule TO is amended by adding the following exhibit:

(a)(7) Press Release dated August 7, 2006

SIGNATURE

After due 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.

Dated: August 8, 2006	BEVERLY HILLS BANCORP INC.
	By:	/s/ Larry B. Faigin
	Name:	Larry B. Faigin
	Title:	Chief Executive Officer

EXHIBIT INDEX

(a)(1)(A)*	Form of Offer to Purchase dated July 14, 2006.
(a)(1)(B)*	Letter of Transmittal (including Substitute Form W-9).
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 14, 2006.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 14, 2006.
(a)(1)(F)*	Letter to Stockholders from the Chief Executive Officer of the Company dated July 14, 2006.
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)*	Press Release dated May 22, 2006, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2006.
(a)(6)*	Press Release dated July 14, 2006.
(a)(7)	Press Release dated August 7, 2006.
(b)(1)*	Form of Beverly Hills Bancorp Inc. Floating Rate Junior Subordinated Debt Security due 2036, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2006.
(b)(2)*	Amended and Restated Declaration of Trust among Beverly Hills Bancorp Inc., as sponsor, the Administrators named therein, and Wilmington Trust Company, as institutional and Delaware trustee, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2006.
(b)(3)*	Guarantee Agreement between Beverly Hills Bancorp Inc. and Wilmington Trust Company, as guarantee trustee., incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2006.
(b)(4)*	Indenture between Beverly Hills Bancorp Inc. and Wilmington Trust Company, as indenture trustee, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2006.
(d)(1)*	1999 Equity Participation Plan, incorporated by reference to Exhibit 10.21 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2000.
(d)(2)*	2002 Equity Participation Plan, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2002.

* Previously filed.

EX-99.(A)(7)

Exhibit (a)(7)

PRESS RELEASE

Beverly Hills Bancorp Inc.

23901 Calabasas Rd., Ste. 1050

Calabasas, CA 91302

Contact Information:	Larry B. Faigin
	Chairman of the Board and Chief Executive Officer
	Beverly Hills Bancorp Inc.
	818.223.5474
	800.515.1616 ext. 5474

BEVERLY HILLS BANCORP INC. ANNOUNCES AGREEMENT TO SELL

BEVERLY HILLS BRANCH

CALABASAS, CA – (BUSINESS WIRE) – August 7, 2006 – Beverly Hills Bancorp Inc. (NASDAQ-NNM: BHBC) today announced that its subsidiary First Bank of Beverly Hills (“FBBH”) had entered into an agreement to sell FBBH’s Beverly Hills branch to First Bank, a subsidiary of First Banks, Inc., headquartered in St. Louis, Missouri. This agreement provides that FBBH will receive a premium of 5.50% of the branch’s total deposits as of the closing.

Under the terms of the agreement, First Bank will assume all of the deposits and certain other liabilities at the Beverly Hills branch. In addition, First Bank will assume the lease of the branch premises and will acquire cash, leasehold improvements and other assets at the branch at their respective book values. FBBH will fund the net cash payment due First Bank with a combination of borrowings, certificates of deposit and proceeds from sales of investment securities.

At June 30, 2006, the branch held approximately $156.5 million in deposits. If the transaction had closed on such date, the premium would have been $8.6 million. Assuming the level of branch deposits remains level until the closing date, FBBH estimates that it will generate a pre-tax gain of approximately $5.0 million from the branch sale.

This transaction, which is subject to regulatory approvals, is expected to close during the fourth quarter of 2006. Subsequent to the sale, FBBH would retain its name and continue to employ the same deposit-gathering strategy at its retail Calabasas branch.

Beverly Hills Bancorp Inc. is a financial holding company that conducts banking operations through its wholly-owned subsidiary, First Bank of Beverly Hills.

For further information, please see our website (www.bhbc.com) for our related communications.

This release contains forward-looking statements including financial projections, statements as to the plans and objectives of management for future operations, and statements as to the Company’s future economic performance, financial condition and results of operations. These forward-looking

statements are not historical facts but rather are based on current expectations, estimates, and projections about our industry, our beliefs and our assumptions. Words such as “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. The Company’s actual results may differ materially from those projected in these forward-looking statements as a result of a number of factors. Readers of this release are cautioned not to place undue reliance on these forward-looking statements.