UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) August 8, 1997
The San Francisco Company
(Exact name of registrant as specified in its charter)
Delaware 0-10198 94-3071255
(State or other jurisdiction (Commission (IRS Employer
incorporation) File Number) Identification No.)
550 Montgomery Street, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415)781-7810
N/A
(Former name or former address, if changed since last report.)
page
INFORMATION TO BE INCLUDED IN THIS REPORT
Item 1. Change in Control of Registrant.
Change in Control
Mr. Putra Masagung, the record holder of 97.8% of The San Francisco
Company's (the "Company") outstanding Class A Common Stock (the "Common
Stock"), has advised the Company that a majority ownership of the
Company's Common Stock was beneficially acquired by PT Gunung Agung
(the "GA"), an Indonesian company, in a series of transactions from 1992
to 1995 for a total of $32.050 million. Mr. Masagung has advised the
Company that he has no knowledge of the source of $8.250 million of the
funds used by GA in the acquisition and that the remaining $23.800 million
was from loan proceeds. Mr. Masagung has advised the Company that the
source of the loan funds was from two banks; $20.000 million from The PT
Indopac Perdana Finance, LTD. Corporation (Bank Pacific Group); and $3.800
million from PT Bank Dharmala. On the basis of the foregoing, as of
August 8, 1997, GA holds a beneficial interest in approximately 52% of the
Company's voting securities.
This acquisition of a majority ownership occurred without the required
prior approval of the California State and Federal regulatory authorities.
The Company believes that without such regulatory approval GA will
be prevented from exercising its rights as a shareholder. Representatives
of both the Company and Mr. Masagung have initiated discussions with these
regulatory agencies to determine the appropriate steps to be taken
under the circumstances.
This development will reduce the net operating loss carryforwards that the
Company may have utilized to reduce any future income tax liability. Based
on the facts known at this time, management of the Company does not
believe this development will have any material impact on the operations
or the financial condition of the Company or the Bank.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The San Francisco Company
Registrant
Date: August 8, 1997
James E. Gilleran
Chairman of the Board and
Chief Executive Officer
Date: August 8, 1997
Keary Colwell
Chief Financial Officer and
Executive Vice President
