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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ----------)
PBOC HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
69316G 10 8
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(CUSIP Number)
Aaron Au
Trustees of the Estate of
Bernice Pauahi Bishop
567 South King Street
Suite 200
Honolulu, Hawaii 96813
(808) 523-6319
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 12, 1998
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
Page 1 of 7 Pages
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CUSIP No. 69316G 10 8 13D Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trustees of the Estate of Bernice Pauahi Bishop
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, 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
Hawaii
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 4,759,848
PERSON WITH ------------------------------------------------------------
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
4,759,848
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,759,848
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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)
21.76%
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14 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 69316G 10 8 13D Page 3 of 7 Pages
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Item 1. Security and Issuer
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The securities as to which this Schedule 13D ("Schedule") relate are the
shares of common stock, $0.01 par value per share ("Common Stock"), of PBOC
Holdings, Inc. (the "Issuer"). The address of the Issuer's principal executive
office is 5900 Wilshire Boulevard, Los Angeles, California 90036.
Item 2. Identity and Background
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(a) Name of Person Filing:
Trustees of the Estate of Bernice Pauahi Bishop ("Reporting Persons")
(b) State or Other Place of Organization:
Hawaii
(c) Principal Business:
The Reporting Persons are the Trustees of the Estate of Bernice Pauahi
Bishop, also known as Kamehameha Schools Bernice Pauahi Bishop Estate,
("Bishop Estate"), a charitable educational trust established under
Hawaii law. The Bishop Estate is one of the largest private
landowners in the state of Hawaii.
(d) Address of Principal Business:
567 South King Street, Suite 200, Honolulu, Hawaii 96813.
(e) Address of Principal Office:
567 South King Street, Suite 200, Honolulu Hawaii 96813.
(f) The Reporting Persons have not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(g) The Reporting Persons have not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State
securities laws or a finding of any violation with respect to such
laws.
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CUSIP No. 69316G 10 8 13D Page 4 of 7 Pages
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Item 3. Source and Amount of Funds or Other Consideration
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In July and August, 1992, in connection with the recapitalization of
People's Bank of California (formerly known as Southern California Federal
Savings and Loan Association) (the "Bank"), a wholly owned subsidiary of the
Issuer, the Reporting Persons infused $30.0 million and received, among other
things, Class A Common Stock, par value $.01 per share ("Class A Common Stock").
On June 1, 1995, in connection with the 1995 recapitalization of the Bank,
the Issuer (i) reclassified its Class A Common Stock as Common Stock; and (ii)
established a series of Cumulative Voting Preferred Stock, Series C ("Series C
Preferred Stock"); a series of Cumulative Voting Preferred Stock, Series D
("Series D Preferred Stock"); and a series of Cumulative Nonvoting Preferred
Stock, Series E ("Series E Preferred Stock") (collectively, the "Preferred
Stock"). The Reporting Persons infused an additional $42.5 million and received
a Senior Note in the original principal amount of $10.0 million, 85,000 shares
of Series C Preferred Stock, 14,000 shares of Series D Preferred Stock, 226,000
shares of Series E Preferred Stock, and 1,386 shares of Common Stock. The
Reporting Persons' Class A Common Stock was exchanged for Common Stock. In the
aggregate, the Reporting Persons received 59,101 shares of Common Stock and
325,000 shares of Preferred Stock.
On May 12, 1998, the Reporting Persons exchanged 325,000 shares of
Preferred Stock for 178,571 shares of Common Stock in accordance with the
Stockholders' Agreement dated April 20, 1998 ("Stockholders' Agreement")
(incorporated by reference herein in Item 7). On May 12, 1998, these 178,571
shares of Common Stock, plus the 59,101 shares of Common Stock previously owned,
were split 32:1 into 7,605,518 shares or 65.12% of the Issuer's Common Stock.
The Reporting Persons sold 2,474,496 shares of Common Stock in the initial
public offering ("Offering") which was consummated on May 15, 1998 and an
additional 371,174 shares in connection with the exercise by the Underwriters'
of their over-allotment option granted in the Offering. The Issuer used a
portion of the net proceeds from the Offering to prepay the Senior Note (plus
accrued interest) which was issued to the Reporting Persons in the 1995
recapitalization. The Reporting Persons currently beneficially own 4,759,848
shares or 21.76% of the Issuer's Common Stock.
Item 4. Purpose of Transaction
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The Reporting Persons purchased the shares of Common Stock for investment
purposes.
The Reporting Persons currently have no plans or proposals (excluding
action which may be taken or proposed to be taken by the Board of Directors, of
which two Trustees are members) which relate to or would result in (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary
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CUSIP No. 69316G 10 8 13D Page 5 of 7 Pages
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corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or of any of its subsidiaries; (d) any
material change in the present capitalization or dividend policy of the Issuer;
(e) any other material change in the Issuer's business or corporate structure;
(f) changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (g) causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (i) any action similar to any of those enumerated above.
As far as any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board, the Reporting Persons
will be able to influence the filling of one existing vacancy on the Board of
Directors. In connection with the consummation of the Offering, the three
stockholders which owned all of the capital stock of the Issuer prior to the
Offering (the "Stockholders") entered into the Stockholders' Agreement, pursuant
to which the Issuer will agree to use all authority under applicable law to
cause the Stockholders' nominees to be included in the slate of nominees to the
Board of Directors and will agree to use all practical efforts to cause the
election of such slate. Under the Stockholders' Agreement, the Reporting
Persons will be entitled to designate two, one or no nominees, and BIL
Securities (Offshore) Limited ("BIL Securities") and Arbur, Inc. ("Arbur")
collectively one or no nominees, in each case based on such Stockholders'
percentage ownership of Common Stock. The Reporting Persons, BIL Securities and
Arbur own 21.76%, 8.74% and 2.91% of the Common Stock, respectively. As a
result, the Stockholders will continue to be able to influence the election of
the Issuer's Board of Directors, and thereby the policies of the Company and its
subsidiaries, including mergers, sales of assets and similar transactions. The
Stockholders' Agreement further provides that, subject to any applicable
regulatory prohibitions, the Stockholders shall at all times have and maintain a
right of attendance at Board of Directors meetings, irrespective of their
continued status as Material Stockholders (defined therein) until such time as
certain material litigation shall have been settled or otherwise terminated. In
addition, unless otherwise approved by stockholders of the Issuer pursuant to
the Issuer's Amended and Restated Articles of Incorporation, as long as the
Stockholders are Material Stockholders, the Bylaws of the Issuer shall provide
for and the Board of Directors shall be comprised of seven directors.
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CUSIP No. 69316G 10 8 13D Page 6 of 7 Pages
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Item 5. Interest in Securities of the Issuer
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(a) The Reporting Persons beneficially own 4,759,848 shares of Common
Stock of the Issuer which represents approximately 21.76% of the
outstanding shares of Common Stock.
(b) As trustees, the Reporting Persons have sole voting and dispositive
power with respect to 4,759,848 shares of Common Stock.
(c) On May 12, 1998, the Reporting Persons acquired 178,571 shares of
Common Stock in exchange for 325,000 shares of Preferred Stock as
discussed in Item 3. On May 12, 1998, all shares of Common Stock
owned by the Reporting Persons (following the exchange) were split
32:1. The Reporting Persons sold 2,474,496 shares of Common Stock at
$13.75 per share (before the Underwriters' discount) for an aggregate
sales price of $34,024,320 in the Offering which was consummated on
May 15, 1998 and an additional 371,174 shares for an aggregate sales
price of $5,103,642 on May 21, 1998 in connection with the
Underwriters' exercise of its over-allotment option. The Reporting
Persons had no other transactions in the Issuer's securities during
the last 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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The Reporting Persons are a party to the Stockholders' Agreement which
permits the Reporting Persons and the other Stockholders to nominate up to three
of the seven directors of the Issuer so long as they are "Material Stockholders"
(as defined therein). As such, the Reporting Persons and the other Stockholders
are able to influence the election of directors and thereby the policies of the
Issuer and its subsidiaries.
Item 7. Material to be Filed as Exhibits
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The Stockholders' Agreement is incorporated by reference from the
Registration Statement on Form S-1 (Registration No. 333-48397) filed by the
Issuer with the Securities and Exchange Commission on January 5, 1998, as
amended.
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CUSIP No. 69316G 10 8 13D Page 7 of 7 Pages
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Signatures
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
TRUSTEES OF THE ESTATE
OF BERNICE PAUAHI BISHOP
May 22, 1998 By: /s/ Richard Sung Hong Wong
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Richard Sung Hong Wong
May 22, 1998 By: /s/ Marion Mae Lokelani Lindsey
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Marion Mae Lokelani Lindsey
May 22, 1998 By: /s/ Oswald Kofoad Stender
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Oswald Kofoad Stender
/s/ Colleen I. Wong
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Legal Group
