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THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D
FILED ON MAY 26, 1998, PURSUANT TO A RULE 201
TEMPORARY HARDSHIP EXEMPTION.
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)
Michael S. Dreyer
BIL Securities (Offshore) Limited
355 South Grand Avenue
Suite 4150
Los Angeles, California 90071
(213) 683-8790
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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)
BIL Securities (Offshore) Limited
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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
New Zealand
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,912,272
PERSON WITH ----------------------------------------------
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,912,272
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,912,272
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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)
8.74%
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 69316G 10 8 13D Page 3 of 7 Pages
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Item 1. Security and Issuer
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
(a) Name of Person Filing:
BIL Securities (Offshore) Limited ("Reporting Person")
(b) State or Other Place of Organization:
New Zealand
(c) Principal Business:
The Reporting Person is a wholly owned subsidiary of Brierley
Investments Limited, a New Zealand corporation. Brierley
Investments Limited is a publicly held investment corporation which
is traded on the New Zealand and Australian stock exchanges. At
December 31, 1997, the Reporting Person had approximately $5.2
billion in total assets, $2.6 billion in total liabilities and $2.6
billion in total equity (all of which amounts have been converted
into U.S. dollars).
(d) Address of Principal Business:
P.O. Box 5018, Level 9, CML Building, 22-24 Victoria Street,
Wellington, New Zealand.
(e) Address of Principal Office:
P.O. Box 5018, Level 9, CML Building, 22-24 Victoria Street,
Wellington, New Zealand.
(f) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(g) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction
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CUSIP No. 69316G 10 8 13D Page 4 of 7 Pages
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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.
Item 3. Source and Amount of Funds or Other Consideration
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 Person infused $15.0 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 Person infused an additional $12.0 million
and received 14,000 shares of Series D Preferred Stock, 106,000 shares of
Series E Preferred Stock, and 693 shares of Common Stock. The Reporting
Person's Class A Common Stock was exchanged for Common Stock. In the
aggregate, the Reporting Person received 29,551 shares of Common Stock and
120,000 shares of Preferred Stock.
On May 12, 1998, the Reporting Person exchanged 109,000 shares of
Preferred Stock for 59,890 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 59,890
shares of Common Stock, plus the 29,551 shares of Common Stock previously
owned, were split 32:1 into 2,862,116 shares of Common Stock. The Reporting
Person sold 994,131 shares of Common Stock in the initial public offering
("Offering") which was consummated on May 15, 1998 and an additional 149,120
shares in connection with the exercise by the Underwriters' of their
over-allotment option granted in the Offering. On May 15, 1998, the
Reporting Person exchanged the remaining 11,000 shares of Preferred Stock for
193,407 shares of Common Stock after giving effect to the stock split. The
Reporting Person currently beneficially owns 1,912,272 shares or 8.74% of the
Issuer's Common Stock.
Item 4. Purpose of Transaction
The Reporting Person purchased the shares of Common Stock for investment
purposes.
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CUSIP No. 69316G 10 8 13D Page 5 of 7 Pages
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The Reporting Person currently has no plans or proposals (excluding
action which may be taken or proposed to be taken by the Board of Directors)
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 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
Person 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 Trustees of the Estate of Bernice Pauahi Bishop,
also known as Kamehameha Schools Bernice Pauahi Bishop Estate ("Bishop
Estate"), will be entitled to designate two, one or no nominees, and the
Reporting Person and Arbur, Inc. ("Arbur") collectively one or no nominees,
in each case based on such Stockholders' percentage ownership of Common
Stock. Bishop Estate, the Reporting Person 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
(a) The Reporting Person beneficially owns 1,912,272 shares of Common
Stock of the Issuer which represents approximately 8.74% of the
outstanding shares of Common Stock.
(b) The Reporting Person has sole voting and dispositive power with
respect to 1,912,272 shares of Common Stock.
(c) On May 12, 1998, the Reporting Person acquired 59,890 shares of
Common Stock in exchange for 109,000 shares of Preferred Stock as
discussed in Item 3. On May 12, 1998, all shares of Common Stock
owned by the Reporting Person (following the exchange) were split
32:1. The Reporting Person sold 994,131 shares of Common Stock at
$13.75 per share (before the Underwriters' discount) for an
aggregate sales price of $13,669,301 in the Offering which was
consummated on May 15, 1998 and an additional 149,120 shares for an
aggregate sales price of $2,050,386 on May 21, 1998 in connection
with the Underwriters' exercise of its over-allotment option. On
May 15, 1998, the Reporting Person exchanged the remaining 11,000
shares of Preferred Stock for 193,407 shares of Common Stock after
giving effect to the stock split. The Reporting Person 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 to Securities of the Issuer
The Reporting Person is a party to the Stockholders' Agreement which
permits the Reporting Person 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 Person 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
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.
BIL SECURITIES (OFFSHORE) LIMITED
May 21, 1998 By: /s/ Michael S. Dreyer
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Michael S. Dreyer
