SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-
6(e)(2))
Definitive Proxy Statement
X Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE SAN FRANCISCO COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, of other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
<PAGE>
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1)Amount previously paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
<PAGE>
THE SAN FRANCISCO COMPANY
Proxy Solicited by the Board of Directors
Annual Meeting of Stockholders
December 18, 1996
James E. Gilleran or Keary L. Colwell, or either of them, each with the power
of substitution, is hereby authorized to represent and to vote the Class A
Common Stock (the "Common Stock") of the undersigned at the Annual Meeting
of Stockholders of THE SAN FRANCISCO COMPANY (the "Company"), to be held
on December 18, 1996, at 10:00 a.m. local time, in the Boardroom of the
Company at 550 Montgomery Street, 11th Floor, San Francisco, California
94111, or any adjournment thereof, as follows:
1. PROPOSAL ONE: to elect nine (9) of the nine (9) authorized directors of
the Company, three (3) to serve for one-year terms (Class III), three (3) to
serve for two-year terms (Class I), and three (3) to serve for three-year
terms (Class II). FOR all nominees listed below (except as listed to
the contrary) or WITHHOLD AUTHORITY to vote for all nominees listed below.
Class I Directors: Gordon B. Swanson, James E. Gilleran, and Peter Foo.
Class II Directors: Kent D. Price, Steven R. Champion, and Nicholas Unkovic.
Class III Directors: Jackson Schultz, Willard D. Sharpe, and Gary Williams.
FOR ALL ________________ WITHHELD FOR ALL ______________
FOR ALL EXCEPT __________________
__________________
__________________
2. PROPOSAL TWO: to authorize the conversion of each share of the 9% Series
D Perpetual Preferred Stock ("Series D Preferred Stock") into 59 shares of
the Class A Common Stock (including those shares of Series D Preferred
Stock issuable pursuant to Warrants) to be issued to the Company's
Principal Stockholder, Mr. Putra Masagung to acquire shares of Series D
Preferred Stock, and to amend the Company's Certificate of Incorporation
to increase the number of shares of the Common Stock to 100,000,000.
FOR ________ AGAINST _____________ ABSTAIN ____________
3. PROPOSAL THREE: to approve The San Francisco Company Amended and
Restated 1993 Stock Option Plan and the grant of options pursuant to such
plan to certain directors.
FOR ________ AGAINST _____________ ABSTAIN ____________
4. PROPOSAL FOUR: to ratify the Board of Directors' selection of KPMG
Peat Marwick LLP, independent public accountants, as the independent
accounting firm for the Company during the fiscal years ending
December 31, 1995, 1996 and 1997.
FOR ________ AGAINST _____________ ABSTAIN ____________
5. PROPOSAL FIVE: to approve any actions upon such other business as may
properly come before the Annual Meeting or any adjournment thereof.
FOR ________ AGAINST _____________ ABSTAIN ____________
This proxy will be voted as specified, or if no choice is specified, will
be voted FOR Proposals One, Two, Three, Four and Five.
Dated: _______________________________, 1996
_____________________________________________
(Signature)
_____________________________________________
(Signature if held jointly)
(Please sign EXACTLY as your name appears on your stock certificate and
this proxy. Executors, administrators, trustees, guardians, attorneys etc.
should give their full title. If signer is a corporation, please give full
corporate name and signature by a duly authorized officer, stating the
officer's title. If a partnership, please sign in partnership name by an
authorized person.)
<PAGE>
THE SAN FRANCISCO COMPANY
Proxy Solicited by the Board of Directors
Annual Meeting of Stockholders
December 18, 1996
James E. Gilleran or Keary L. Colwell, or either of them, each with the
power of substitution, is hereby authorized to represent and to vote the 8%
Series B Convertible Preferred Stock of the undersigned at the Annual
Meeting of Stockholders of THE SAN FRANCISCO COMPANY (the "Company"), to
be held on December 18, 1996, at 10:00 a.m. local time, in the Boardroom of
the Company at 550 Montgomery Street, 11th Floor, San Francisco,
California 94111, or any adjournment thereof, as follows:
1. PROPOSAL ONE: to elect nine (9) of the nine (9) authorized directors
of the Company, three (3) to serve for one-year terms (Class III), three
(3) to serve for two-year terms (Class I), and three (3) to serve for
three-year terms (Class II). FOR all nominees listed below (except
as listed to the contrary) or WITHHOLD AUTHORITY to vote for all nominees
listed below.
Class I Directors: Gordon B. Swanson, James E. Gilleran, and Peter Foo.
Class II Directors: Kent D. Price, Steven R. Champion, and Nicholas Unkovic.
Class III Directors: Jackson Schultz, Willard D. Sharpe, and Gary Williams.
FOR ALL ________________ WITHHELD FOR ALL ______________
FOR ALL EXCEPT __________________
__________________
__________________
2. PROPOSAL TWO: to authorize the conversion of each share of the 9%
Series D Perpetual Preferred Stock ("Series D Preferred Stock") into 59
shares of the Class A Common Stock (the "Common Stock") (including those
shares of Series D Preferred Stock issuable pursuant to Warrants) to be
issued to the Company's Principal Stockholder, Mr. Putra Masagung to acquire
shares of Series D Preferred Stock, and to amend the Company's Certificate
of Incorporation to increase the number of shares of the Common Stock
to 100,000,000.
FOR ________ AGAINST _____________ ABSTAIN ____________
3. PROPOSAL THREE: to approve The San Francisco Company Amended and
Restated 1993 Stock Option Plan and the grant of options pursuant to such
plan to certain directors.
FOR ________ AGAINST _____________ ABSTAIN ____________
4. PROPOSAL FOUR: to ratify the Board of Directors' selection of KPMG Peat
Marwick LLP, independent public accountants, as the independent accounting
firm for the Company during the fiscal years ending December 31, 1995, 1996
and 1997.
FOR ________ AGAINST _____________ ABSTAIN ____________
5. PROPOSAL FIVE: to approve any actions upon such other business as may
properly come before the Annual Meeting or any adjournment thereof.
FOR ________ AGAINST _____________ ABSTAIN ____________
This proxy will be voted as specified, or if no choice is specified, will be
voted FOR Proposals One, Two, Three, Four and Five.
Dated: _______________________________, 1996
_____________________________________________
(Signature)
_____________________________________________
(Signature if held jointly)
(Please sign EXACTLY as your name appears on your stock certificate and
this proxy. Executors, administrators, trustees, guardians, attorneys etc.
should give their full title. If signer is a corporation, please give full
corporate name and signature by a duly authorized officer, stating the
officer's title. If a partnership, please sign in partnership name by an
authorized person.)
<PAGE>
THE SAN FRANCISCO COMPANY
Proxy Solicited by the Board of Directors
Annual Meeting of Stockholders
December 18, 1996
James E. Gilleran or Keary L. Colwell, or either of them, each with the
power of substitution, is hereby authorized to represent and to vote the 9%
Series D Perpetual Preferred Stock (the "Series D Preferred Stock") of
the undersigned at the Annual Meeting of Stockholders of THE SAN FRANCISCO
COMPANY (the "Company"), to be held on December 18, 1996, at 10:00
a.m. local time, in the Boardroom of the Company at 550 Montgomery Street,
11th Floor, San Francisco, California 94111, or any adjournment thereof, as
follows:
1. PROPOSAL ONE: to elect nine (9) of the nine (9) authorized directors of
the Company, three (3) to serve for one-year terms (Class III), three (3)
to serve for two-year terms (Class I), and three (3) to serve for
three-year terms (Class II). FOR all nominees listed below (except
as listed to the contrary) or WITHHOLD AUTHORITY to vote for all nominees
listed below.
Class I Directors: Gordon B. Swanson, James E. Gilleran, and Peter Foo.
Class II Directors: Kent D. Price, Steven R. Champion, and Nicholas Unkovic.
Class III Directors: Jackson Schultz, Willard D. Sharpe, and Gary Williams.
FOR ALL ________________ WITHHELD FOR ALL ______________
FOR ALL EXCEPT __________________
__________________
__________________
2. PROPOSAL TWO: to authorize the conversion of each share of the Series D
Preferred Stock into 59 shares of the Class A Common Stock (the "Common
Stock") (including those shares of Series D Preferred Stock issuable pursuant
to Warrants) to be issued to the Company's Principal Stockholder, Mr.
Putra Masagung to acquire shares of Series D Preferred Stock, and to amend
the Company's Certificate of Incorporation to increase the number of shares
of the Common Stock to 100,000,000.
FOR ________ AGAINST _____________ ABSTAIN ____________
3. PROPOSAL THREE: to approve The San Francisco Company Amended and
Restated 1993 Stock Option Plan and the grant of options pursuant to such
plan to certain directors.
FOR ________ AGAINST _____________ ABSTAIN ____________
4. PROPOSAL FOUR: to ratify the Board of Directors' selection of KPMG Peat
Marwick LLP, independent public accountants, as the independent accounting
firm for the Company during the fiscal years ending December 31, 1995, 1996
and 1997.
FOR ________ AGAINST _____________ ABSTAIN ____________
5. PROPOSAL FIVE: to approve any actions upon such other business as may
properly come before the Annual Meeting or any adjournment thereof.
FOR ________ AGAINST _____________ ABSTAIN ____________
This proxy will be voted as specified, or if no choice is specified, will be
voted FOR Proposals One, Two, Three, Four and Five.
Dated: _______________________________, 1996
_____________________________________________
(Signature)
_____________________________________________
(Signature if held jointly)
(Please sign EXACTLY as your name appears on your stock certificate and this
proxy. Executors, administrators, trustees, guardians, attorneys etc. should
give their full title. If signer is a corporation, please give full
corporate name and signature by a duly authorized officer, stating the
officer's title. If a partnership, please sign in partnership name by an
authorized person.)
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-
6(e)(2))
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE SAN FRANCISCO COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, of other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
<PAGE>
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
X Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1)Amount previously paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
