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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
The San Francisco Company
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
064772106
(CUSIP Number)
David M. Niebauer, Esq.
Graham & James LLP
One Maritime Plaza
San Francisco, CA 94111
(415) 954-0200
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
August 8, 1997
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 31d-1(b)(3) or (4), check the following box: [__]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall
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be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 064772106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Putra Masagung
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF and BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indonesia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
14,426,457(1)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
14,426,457(1)
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,426,457(1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%
14. TYPE OF REPORTING PERSON
IN
(1) As described in Item 4 and Item 5, Putra Masagung is also the record holder
of an additional 16,600,845 shares beneficially owned by PT Gunung Agung, an
Indonesian company ("PTGA"). While Mr. Masagung disclaims the existence of a
group with PTGA for purposes of the U.S. securities laws, it is anticipated that
(a) Mr. Masagung and PTGA will, as required by (and subject to the approval of)
Federal and California state bank regulatory authorities, deposit all such
shares into a voting trust pursuant to a Voting Trust Agreement with a Voting
Trustee to be identified (which Voting Trustee must be acceptable to such
authorities), or otherwise convey voting control of such shares to an acceptable
third party, and (b) such Agreement or conveyance, among other things, will (i)
transfer to Voting Trustee or a third party the exclusive right to vote such
shares, and (ii) provide that the Voting Trustee or the third party shall sell
all of such shares within a specified period of time.
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This Amendment No. 3 (the "Amendment") amends a statement on Schedule 13D dated
July 30, 1992, as amended on February 16, 1994, and on July 19, 1994, filed by
Mr. Putra Masagung with respect to shares of Class A Common Stock of The San
Francisco Company ("Issuer").
Item 1. Security and Issuer.
This statement relates to shares of Class A Common Stock of Issuer. The
address of Issuer's principal executive offices is 550 Montgomery Street, San
Francisco, California 94111.
Item 2. Identity and Background.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date of this Amendment, Mr. Masagung owns of record and
beneficially 14,426,457 shares (or approximately 45.5%) of Issuer's Class A
Common Stock. Mr. Masagung acquired these shares from his personal funds and
from the proceeds of a loan from JP Morgan Securities Inc. which loan has been
repaid in full.
In a series of transactions from 1992 to 1995, PTGA acquired beneficial
ownership of 16,600,845 shares (or approximately 52.3%) of the Issuer's Class A
Common Stock, registered in the name of Mr. Masagung. The shares acquired by Mr.
Masagung for the beneficial ownership of PTGA were acquired with funds from
PTGA.
Subsequent to the last amendment of this Schedule 13D, Mr. Masagung has
acquired the following shares. On or about June 13 1997, Mr. Masagung acquired
2,941,176 shares of the Issuer's Class A Common Stock for a total purchase price
of $1 million. Mr. Masagung acquired these shares from his personal funds.
On December 31, 1996, Mr. Masagung acquired 10,325,000 shares of Series A
Common Stock in consideration for the conversion of 175,000 shares of Series D
Preferred Stock. The total purchase price paid by Mr. Masagung for the 175,000
shares of Issuer's Series D Preferred Stock is $3.5 million. Of this amount, $1
million was paid on March 20, 1996, $1.5 million was paid on June 26, 1996, and
$1 million was paid on or before September 30, 1996. Mr. Masagung acquired these
shares from the proceeds of a loan from JP Morgan Securities Inc., which loan
has been repaid in full.
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Also on December 31, 1996, Mr. Masagung acquired record ownership of
12,685,000 shares of Series A Common Stock in consideration of the conversion of
215,000 shares of Series D Preferred Stock. The total purchase price paid for
the 215,000 shares of Issuer's Series D Preferred Stock is $4.3 million. Of this
amount, $3.8 million was paid on April 24, 1995, and $500,000 was paid on June
30, 1995. As indicated in Item 4 and Item 5, Mr. Masagung acquired the 215,000
shares of Series D Preferred Stock as record holder for the beneficial ownership
of PTGA. Funds for the purchase of these shares were provided by PTGA.
Item 4. Purpose of Transaction.
(a)-(j) Except as described below, Mr. Masagung has no such plans or
proposals. The purpose of Mr. Masagung's purchases of Issuer's Class A Common
Stock and Issuer's Series D Preferred Stock was and is solely for investment and
to increase his equity interest in the Issuer.
In a series of transactions from 1992 to 1995, PTGA acquired the beneficial
ownership of a majority of the Issuer's Class A Common Stock. As a result of
these transactions, PTGA beneficially owns 16,600,845 shares (or approximately
52.3%) of the Issuer's Class A Common Stock, registered in the name of Mr.
Masagung.
Mr. Masagung is in the process of considering his alternatives with respect
to the Masagung Shares (defined in Item 5), and it is anticipated that (a) the
PTGA Shares (defined in Item 5) and the Masagung Shares will be deposited into a
voting trust pursuant to a Voting Trust Agreement acceptable to Federal and
California state banking regulatory authorities with a Voting Trustee to be
identified (which Trustee must be acceptable to such authorities), or that
voting control of such Shares will otherwise be conveyed to an acceptable third
party, and (b) such Agreement or conveyance, among other things, will (i)
transfer to Voting Trustee or a third party the exclusive right to vote such
Shares, and (ii) provide that the Voting Trustee or the third party shall sell
all of such Shares within a specified period of time. Any such action may result
in one or more of the events described in Item 4(a) - (j).
Item 5. Interest in Securities of the Issuer.
(a)-(b) Mr. Masagung beneficially owns 14,426,456 shares (or approximately
45.5%) of Issuer's Class A Common Stock (the "Masagung Shares"). Mr. Masagung is
the record holder of an additional 16,600,845 shares (or approximately 52.3%) of
Issuer's Class A Common Stock, beneficially owned by PTGA (the "PTGA
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Shares"). Mr. Masagung has previously reported ownership of all of the PTGA
Shares and Masagung Shares.
Subject to the foregoing, Mr. Masagung has sole voting and dispositive
power with respect to all of the Masagung Shares. Mr. Masagung does not have any
shared voting or dispositive power with respect to the PTGA Shares. Mr.
Masagung's ability to vote or dispose of the Masagung shares may be limited by
Federal and California state bank regulatory authorities. See Item 4 and Item 6.
While Mr. Masagung disclaims that Mr. Masagung and PTGA form a "group" for
purposes of the U.S. securities laws, and Mr. Masagung and PTGA have
acknowledged that the PTGA Shares held in Mr. Masagung's name are beneficially
owned by PTGA and that any profits or losses relating to the PTGA Shares are for
PTGA's account (A copy of the notarial deed between PTGA and Mr. Masagung, dated
April 30, 1997 (the "Notarial Deed") to this effect is attached hereto as
Exhibit 1 and is incorporated herein by reference), it is anticipated that the
PTGA Shares and the Masagung Shares will be deposited into a voting trust
pursuant to a Voting Trust Agreement acceptable to Federal and California state
bank regulatory authorities, or that voting control of such Shares will
otherwise be conveyed to an acceptable third party, as described in Item 4. Mr.
Masagung has no other contract, arrangement, understanding or relationship with
PTGA (or any other person) regarding the PTGA Shares or the Masagung Shares,
including but not limited to transfer or voting of any of such shares, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of proxies.
(c) On September 12, 1994, Mr. Masagung and Mr. Kaharudin Latief, of
Jakarta, Indonesia, entered into the Second Amendment, as described in Item 6
below, pursuant to which Mr. Latief acquired 525,000 shares of Class A Common
Stock previously held by Mr. Masagung.
As described in Item 4 above, PTGA has acquired 16,600,845 shares
(approximately 52.3%) of the Issuer's Class A Common Stock which were previously
reported as being beneficially owned by Mr. Masagung.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
(a) Except as described in Item 5, Mr. Masagung has no contract,
arrangement, understanding or relationship with PTGA or any other person
regarding the PTGA Shares, including but not limited to transfer or voting of
any of such shares, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss or the giving
or withholding of proxies. Mr. Masagung is in the process of considering his
alternatives with respect to the Masagung Shares, including depositing the
Masagung Shares into a voting trust pursuant to a Voting Trust Agreement
acceptable to Federal and California state bank regulatory authorities, or
otherwise conveying voting control of such Shares to an acceptable third party
as described in Item 4.
(b) On or about June 18, 1997, Mr. Masagung purchased 2,941,176 shares of
Issuer's Class A Common Stock at $0.34 per share, for a purchase price of $1
million. As further discussed in (d) below, this purchase price was the final
installment of Mr. Masagung's investment in Issuer pursuant to a Commitment
Letter (the "Commitment Letter") dated February 26, 1996 from Mr. Masagung to
Issuer, a copy of which is attached hereto as Exhibit 2.
(c) On or about December 31, 1996, Mr. Masagung converted 390,000 shares of
Issuer's Series D Preferred stock held of record by him into 23,010,000 shares
of Issuer's Class A Common Stock pursuant to an action taken at the Issuer's
1996 Annual Meeting of stockholders.
(d) Pursuant to the Commitment Letter Mr. Masagung agreed to purchase
shares of Issuer's Series D Preferred Stock at $20.00 per share for an aggregate
purchase price of $4.5 million. Of this amount, $1 million was paid on March 20,
1996, $1.5 million was paid on June 26, 1996, $1 million was paid on or before
September 30, 1996. $1 million was supposed to have been paid on or before
December 31, 1996, however, as further discussed below, this amount was not paid
until June 18, 1997, at which time the purchase resulted in shares of Issuer's
Class A Common Stock being purchased instead of Issuer's Series D Preferred
Stock. These shares were acquired from personal funds of Mr. Masagung, ,or from
the proceeds of a loan from JP Morgan Securites Inc., and are beneficially owned
by Mr. Masagung.
On or about April 24, 1995, Mr. Masagung purchased 190,000 shares of
Issuer's Series D Preferred Stock at $20 per share for a purchase price of $3.8
million. An additional 25,000 shares of Issuer's Series D Preferred Stock were
purchased on or about
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June 30, 1995 for a price of $500,000. These shares were acquired by Mr.
Masagung for the beneficial ownership of PTGA from funds advanced to Issuer from
PTGA.
All shares of Issuer's Series D Preferred Stock were converted by Mr.
Masagung on or about December 31, 1996.
(e) On May 27, 1993, as amended February 16, 1994 (the "First Amendment")
and September 12, 1994 (the "Second Amendment"), Mr. Masagung entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with Mr. Latief as
disclosed on Mr. Masagung's Amendment No. 1 to statement on Schedule 13D dated
February 16, 1994. A copy of the Second Amendment is attached hereto as Exhibit
3. Pursuant to the original Stock Purchase Agreement, Mr. Masagung agreed to
sell to Mr. Latief 300,000 shares of Issuer's Series C Preferred Stock (or the
shares of Issuer's Class A Common Stock and Warrants into which such shares of
Issuer's Series C Preferred Stock could be converted) through cancellation of an
unsecured promissory note dated May 27, 1993 (the "Note"), representing a
personal loan in the amount of $6 million, which Mr. Latief had previously
extended to Mr. Masagung.
Pursuant to the Second Amendment, (i) Mr. Latief acknowledged payment of
U.S. $750,000 on the Note, (ii) the parties acknowledged that the balance of the
Note would be paid in 525,000 shares of Issuer's Class A Common Stock, and
accompanying Warrants, and (iii) Mr. Masagung agreed to transfer Warrants to
purchase up to 525,000 shares of Issuer's Class A Common Stock to Mr. Latief, at
Mr. Latief's request, at such future time or times that exercise of such
Warrants would not result in Mr. Latief's equity position in the Issuer
exceeding 9.9% of the issued and outstanding shares of Issuer's Class A Common
Stock. The Warrants expired, by their terms, on December 31, 1995. Pursuant to
the foregoing, on July 27, 1995, 525,000 shares of Issuer's Class A Common Stock
were transferred to Mr. Latief by Mr. Masagung, reducing the number of shares of
Issuer's Class A Common Stock held by Mr. Masagung accordingly.
Item 7. Materials to be Filed as Exhibits.
(a) Notarial Deed (Exhibit 1).
(b) Commitment Letter (Exhibit 2).
(c) Second Amendment (Exhibit 3).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
April 8, 1998
Putra Masagung
/s/ Putra Masagung
----------------------------------------
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EXHIBIT 1
NOTARIAL AND DEED OFFICE
TEDDY ANWAR, SH
Wisma Benhil, Blok C4
Jend. Sudirman St., Kav. 36
Tel. 5736634-573914
CENTRAL JAKARTA
Joint Declaration
Number: 249
On this day, WEDNESDAY, April 30, 1997
There appeared before me, TEDDY ANWAR, Master of Laws, a notary in Jakarta, in
the presence of witnesses known to me, the notary, and whose names will be given
at the end of this document:
1. Mr. PUTRA MASAGUNG, private individual, residing at Permata Hijau Street,
Blok A 38, Hamlet 005, Ward 009, Subdistrict of Grogol, Jakarta, District
of Kebayoran, Jakarta, holder of resident's identity card Number:
4501.17901/1905520196; hereinafter called:
The First Party
2. Mr. LEGO NIRWHONO, private individual, residing at 7 Inspeksi Saluran
Street, Hamlet 005, Ward 007, Subdistrict of Cipinang, District of
Jatinegara, Jakarta, holder of resident's identity card Number:
5407.14015/120531052; according to his own statement in this matter acting
in his position as President Director and therefore legally representing
the management of and thus for and on behalf of the PT GUNUNG AGUNG, Ltd.
Corporation, domiciled in Jakarta whose entire laws and by laws were
amended and published in volume 49 and Supplementary Number 2736 of the
State Gazette of the Republic of Indonesia on June 18, 1993;
amended in the following instruments:
Number 94 of May 31, 1993;
Number 13 of February 8, 1994;
both of which were drawn up before Rahman Arie Soetardjo, Master of Laws,
Notary in Jakarta; and whose most recent managerial structure was drawn up
in an instrument dated December 18, 1995 before Rahman Arie Soetardjo,
Master of Laws, Notary in Jakarta; hereinafter called:
The Second Party
The parties are known to me, the Notary.
The parties are acting on their own behalf and, as stated above, herein state
the following:
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1. The First Party purchased 17,481,126 (seventeen million four hundred eighty
one thousand one hundred twenty six) shares in the BANK OF SAN FRANCISCO,
domiciled in San Francisco, California, United States of America:
hereinafter called the BANK OF SAN FRANCISCO) upon instructions from the
Second Party.
2. Of the above-mentioned 17,481,126 (seventeen million four hundred eighty
one thousand one hundred twenty six) shares, the Second Party transferred
880,280 (eight hundred eighty thousand two hundred eighty) shares of common
stock of the BANK OF SAN FRANCISCO to the First Party as compensation for
the First Party's 3,500,000 (three million five hundred thousand) shares in
the PT TOKO GUNUNG AGUNG, Ltd. Corporation, domiciled in Jakarta, which had
been sold by the Second Party with the permission of the First Party in the
interest of the Gunung Agung Group, so that therefore the Second Party had
16,600,846 (sixteen million six hundred thousand eight hundred forty six)
shares in the BANK OF SAN FRANCISCO.
3. That the money or funds used by the First Party to purchase the
above-mentioned shares was not actually the First Party's money, but all of
the money or funds came from the Second Party, so that the Second Party is
the owner of said shares, except for the shares transferred to the First
Party, as mentioned in point 2 above, which shares are listed in detail in
the Shares List signed by the parties, with sufficient revenue stamps, and
attached to the original of this instrument (hereinafter called the SHARES
LIST).
4. The Second Party's above-mentioned shares were purchased with Second Party
funds, including funds which the Second Party had obtained from the
following loans: US$20,000,000 (twenty million U.S. dollars) from The PT
Indopac Perdana Finance, Ltd. Corporation (Bank Pacific Group);
US$3,800,000 (three million eight hundred thousand U.S. dollars) from PT
Bank Dharmala; and loans from other third parties, financial institutions
or banks.
But since at the time that the shares were purchased, the United States Federal
Reserve and the State Banking Department, which have authority over the BANK OF
SAN FRANCISCO, had not yet given the Second Party approval to register the
above-mentioned shares in their name in accordance with applicable laws in the
United States, said shares were purchased using the name of the First Party and
therefore said shares were registered in the name of the First Party.
5. The Second Party promises and binds itself to repay all the debts or loans
without exception which it used to purchase said shares, and furthermore
the Second Party hereby states that it has full responsibility for and
therefore releases and/or frees the First Party from all legal
responsibility, including but not limited to claims and/or suits by any
third party, for all risks arising from the purchase, the ownership and all
transactions (including all transactions relating to the debts or loans
obtained by the Second Party to fund the purchase of all the
above-mentioned shares in the BANK OF SAN FRANCISCO and/or instructions to
the Bank granting the loan to transfer the entire sum in the interest of
increasing the BANK OF SAN FRANCISCO's capital) of said shares, including
all
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necessary expenses of transferring ownership of said shares from the First
Party to the Second Party or to another party granted power of attorney.
6. All profits and losses resulting from ownership of the above-mentioned
Second Party's shares in the BANK OF SAN FRANCISCO are the full
responsibility of the Second Party.
7. On April 19, 1995, the management of the Second Party instructed the First
Party to use 1,200,000 (one million two hundred thousand) class A common
shares of the Second Party's shares in the BANK OF SAN FRANCISCO registered
in the name of the First Party as collateral with the Bank Dagang Negara in
the interest of the Second Party Group, as is evident from declaration
number 60 drawn up on April 19, 1995 before Rahman Arie Soetardjo, Master
of Laws, notary in Jakarta.
8. The First Party can only use as collateral, sell or transfer the right to
said shares with the written permission of the Second Party as owner of
said shares.
9. If the First Party dies, the First Party's heirs or a party which has
obtained the right from him, must completely turn over all of the shares to
the Second Party, in accordance with applicable laws.
10. The First Party hereby grants power of attorney to the management of the
Second Party and/or other jointly or individually with the right of
substitution:
SPECIFICALLY
to act for and on behalf of and represent the First Party to sell, transfer
ownership or do anything else to register said shares in the name of the Second
Party, and for that reason the party which was granted the power of attorney has
the right to go before the BANK OF SAN FRANCISCO or anyone else anywhere to
provide, request and receive information and to draw up and sign all necessary
applications, documents and instruments, without exception.
If a more specific or more detailed power of attorney is required for any
action, that power will be considered to be included within this instrument.
Said power cannot be revoked for any reason whatsoever, including matters
addressed in articles 1813, 1814 and 1816 of the Code of Civil Law.
11. The parties fully promise and bind themselves not to revoke or cancel this
Declaration without the approval of the other Party.
12. The First Party is willing to take an oath to the accuracy of this
declaration or statement.
THEREFORE THIS INSTRUMENT
is drawn up as the original and completed in Jakarta on the day and date given
at the beginning of this instrument in the presence of:
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1. Mrs. NI NYOMAN RAI SUMAWATI, Master of Laws, candidate notary, and
2. Mrs. ERLINDA RIDWAN PRASETYO, Master of Laws, both employees of the
Notary's office and residing in Jakarta, as witnesses.
After I, the notary, read out this instrument to the parties and the witnesses,
then the parties, the witnesses and I signed this instrument.
Drawn up without additions but with three emendations by replacement.
This original instrument has a sufficient number of revenue stamps and was
signed in full.
Provided as a copy
Notary in Jakarta
[illegible ink stamp]
[revenue stamp] [signature]
TEDDY ANWAR, SH
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POWER OF ATTORNEY
TO REGISTER THE SHARES OF BANK OF SAN FRANCISCO
UNDER THE NAME OF PT GUNUNG AGUNG
NUMBER: 250
On this day, Wednesday, the thirty day of April of the year one thousand
nine hundred and ninety seven (30-4-1997); appear before me, TEDDY ANWAR,
Sarjana Hukum, Notary in Jakarta, in the presence of witnesses, known to me,
Notary and whose name will be the mentioned of the end of this deed: Mr. PUTRA
MASAGUNG, businessman, residing at Jalan Permata Hijau Blok A 38, Jakarta
Selatan, holder of Passport of the Republic of Indonesia, Number G 010388,
issued on the fourth day of March, one thousand nine hundred and ninety seven
(4-3-1997). The appearer is known to me, Notary. The appearer hereby declares:
- ----------------------------------.
WHEREAS,
A. The appearer (hereinafter referred to as the "Grantor") is the registered
holder of 16,600,847 (sixteen million six hundred thousand eight hundred
forty seven) shares in the capital of BANK OF SAN FRANCISCO as described in
the LIST OF SHARES hereto attached and signed by the Grantor (hereinafter
the referred to as the "Shares").
B. The Grantor acknowledges that he bought the Shares under the instruction of
and with the funds received from PT. Gunung Agung, a limited liability
company duly established under the laws of the Republic of Indonesia
(hereinafter the referred to as the "Company").
C. As the beneficial owner of the Shares the Company has the right to register
the Shares under its name.
NOW, THEREFORE, the Grantor hereby grants an irrevocable power and
authority to the Company to register the Shares under its name. This Power of
Attorney cannot be terminated by reason of any of the occurrences mentioned in
Articles 1813, 1814 and 1816 of the Indonesian Civil Code or for any other
reasons whatsoever.
THEREAFTER, also appear before me, Notary, in the presence of the same
witnesses: Mr. LEGO NIRWHONO, the President Director of the Company, residing at
Jalan Inspeksi Saluran Number 7, Jakarta Timur, holder of identity card Number
5407.14015/120531052; according to his statement in this matter acting as the
above mentioned capacity as such representing the Board of Directors of and
therefore for an on behalf of the Company.
The above second appearer declares that any and all statements made by the
Grantor are true and correct and then accepts the Power of Attorney given by the
Grantor in this deed and herewith signs the LIST OF SHARES hereto attached.
IN WITNESS WHEREOF, this Deed has been drafted and executed, read and duly
signed in Jakarta, on the day and date mentioned in the preamble of this Deed,
in the presence of:
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1. Miss NI NYOMAN RAI SUMAWATI, Sarajana Hukum, Candidat Notaris, and
2. Miss ERLINDA RIDWAN PRSETYO, Sarajana Hukum, both assistants of notary
and residing in Jakarta, as witnesses.
This Deed after having been duly read out by me, Notary, to the appearers and
witnesses, is immediately signed by the appearers, witnesses and me, Notary.
Done without addition, deletion and substitution. This original deed is signed
properly.
Given as true copy
Notary in Jakarta.
[Seal]
TEDDY ANWAR, SH.
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EXHIBIT 2
Putra Masagung
3235 Ralston Avenue
Hillsborough, California 94010
February 26, 1996
The San Francisco Company
550 Montgomery Street
San Francisco, California 94111
Attention: Board of Directors
Gentlemen:
This letter confirms my agreement to invest an additional $4.5 million in the
Series D Preferred Stock of The San Francisco Company, on the following
schedule. I will invest $1.0 million on or before March 31, 1996, $1.5 million
on or before June 30, 1996, $1.0 million on or before September 30, 1996, and
$1.0 million on or before December 31, 1996.
This agreement is conditioned on the following terms. The conversion rate for
the Series D Preferred Stock will continue to be the existing rate,
approximately $0.34 per share of Class A Common Stock (the "Conversion Rate"),
for all such investments. In the event that the Series D Preferred Stock is
converted into Class A Common Stock prior to the completion of my investments,
subsequent installments of my investment will be in Class A Common Stock at a
price per share equal to the approximately $0.34 per share Conversion Rate. In
addition, I will be issued options exercisable for a period of seven years to
purchase an additional $10 million in value of Class A Common Shares, or shares
convertible into Class A Common Shares, at a price per share equal to the
approximately $0.34 per share Conversion Rate.
Very truly yours,
/s/ Putra Masagung
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EXHIBIT 3
SECOND AMENDMENT TO
STOCK PURCHASE AGREEMENT
This Second Amendment to Stock Purchase Agreement (the "Second Amendment")
is made and entered into as of September l2, 1994, by and between Kaharudin
Latief, a national and resident of Indonesia, ("Purchaser"), and Putra Masagung,
a national and resident of Indonesia ("Seller"), amending the Stock Purchase
Agreement dated May 27, 1993, and amended on February 16, 1994 by and between
Purchaser and Seller (the "Stock Purchase Agreement"). Terms capitalized in this
Second Amendment are used as defined in the Stock Purchase Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual representations, warranties
and convenants set forth in this Agreement, Purchaser and Seller hereby agree as
follows:
1.1 Partial Payment. Purchaser acknowledges that he has received a partial
principal payment of U.S.$750,000 on the Loan, that the outstanding
principal amount of the Loan after receipt of said partial principal
payment is U.S.$5,250,000, and that the Promissory Note has been
annotated to reflect such partial payment.
1.2 Holding company Recapitalization. Purchaser and Seller acknowledge
that, as a result of recapitalization initiatives approved and
implemented by the shareholders' of the Company and the Company in May
of 1994, the remaining U.S.$5,250,000 principal balance of the Loan is
at the date of this Second Amendment repayable in 525,000 shares of
the Company's Class A Common Stock and the attached/accompanying
warrants to purchase 525,000 additional Class A Common Shares.
1.3 U.S. Regulatory Limits. Purchaser and Seller agree that Purchaser has
exercised its best efforts to obtain the U.S bank regulatory approvals
contemplated by Sections 5.3, 6.4 and 7.4 of the Agreement, and Seller
hereby waives any rights it may have under those sections.
In consideration of these efforts, and in order to comply at all times with the
provisions of Section 7(j)(8) of the U.S. Federal Deposit Insurance Act and
Section 225.41 (b) of U.S Federal Reserve Board Regulation Y, Seller and
Purchaser hereby agree that:
(a) On or before September 30, 1994 Seller shall sell and transfer to
Purchaser that number of shares of the Company's Class A Common
Shares equal to (and not to exceed) 9.9% of all of the currently
issued and outstanding Class A Common Shares of the Company
(presently expected to be 525,000); and
<PAGE> 19
(b) Seller shall cause all warrants attached or associated with the
shares identified in subsection (a) above to be separated from
those shares and Seller shall retain all warrants related to all
shares transferred to Purchaser hereunder, and shall upon
Purchaser's request (and upon no further consideration
whatsoever) transfer such warrants to Purchaser at such future
time or times that exercise of such options would not result in
Purchaser exceeding the 9.9% limit identified in subsection (a)
above.
IN WITNESS WHEREOF, the parties hereby have caused this Second Amendment to
be executed as of the date first written above.
PURCHASER:
----------------------------------------
Kaharudin Latief
Date: __________________________________
Place: _________________________________
Witness:
-------------------------------
SELLER:
----------------------------------------
Putra Masagung
Date: __________________________________
Place: _________________________________
Witness:
-------------------------------
<PAGE> 20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Bank of San Francisco Company Holding Company
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Class A Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
064772106
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Jack D. Tomlinson, Esq., Attorney-at-Law,
601 California Street, Suite 1900, San Francisco, CA 94108
Tel: (415) 954-0200
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
July 13, 1992
- --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 31d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class
1
<PAGE> 21
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
2
<PAGE> 22
CUSIP No. 064772106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Putra Masagung
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of Indonesia
7. SOLE VOTING POWER
65.1% of the Class A Common Stock and 5,600,000 shares of the Class A
Common Stock of Bank of San Francisco Company Holding Company
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
65.1% of the Class A Common Stock and 5,600,000 shares of the Class A
Common Stock of Bank of San Francisco Company Holding Company
10. SHARED DISPOSITIVE POWER
None
3
<PAGE> 23
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65.1% of the Class A Common Stock and 5,600,000 shares of the Class A
Common Stock of Bank of San Francisco Company Holding Company
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.1%
14. TYPE OF REPORTING PERSON*
IN
*See instructions before filling out! Include both sides of the cover page,
responses to Items 1-7 (including Exhibits) of the Schedule, and the
Signature Attestation.
4
<PAGE> 24
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
Class A Common Stock of Bank of San Francisco Company Holding Company, Issuer,
whose principal executive offices are located at 550 Montgomery Street, San
Francisco, California 94111.
ITEM 2 IDENTITY AND BACKGROUND
a) Mr. Putra Masagung.
b) 55 Jalan Thamrin, Jakarta, Indonesia (business address].
c) Chairman, Toko Gunung Agung, 55 Jalan Thamrin, Jakarta, Indonesia, a
publishing and retail took chain in Indonesia.
d) Mr. Masagung has not at any time been convicted in any criminal
proceeding.
e) Mr. Masagung has not at any time been a party to any civil proceeding.
f) Mr. Masagung is a citizen of Indonesia.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The source of the funds was Mr. Masagung's cash on hand and the amount was
Fourteen Million U.S. Dollars (US$14,000,000). No part of the purchase price was
represented by funds or other considerations borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Masagung purchased the Class A Common Stock of the Company as an
investment which he believes will be profitable for him in the future.
a) Mr. Masagung has no such plans or proposals.
b) Mr. Masagung has no such plans or proposals.
c) Mr. Masagung has no ouch plan:, or proposals.
d) Mr. Rodney Freed, the principal financial advisor of Mr. Masagung,
will become a Director of the Company in the future and Mr. Masagung
probably will became a Director of
5
<PAGE> 25
the Company in the future Otherwise, Mr. Masagung has no plane to
change the composition of the Board of Directors or the management of
the Company.
e) The Company plans to offer for sale in the very near future Class A
Common Stock for an aggregate purchase price of up to Ten Million U.S.
Dollars (US$10,000,000. Mr. Masagung agrees with this decision at the
Company. There is no plan for a change in the dividend policy of the
Company.
f) Mr. Masagung has no such plans or proposals.
g) Mr. Masagung has no such plans or proposals, except that the proposed
offer of Class A Common Stock referred to in Item 4e) hereof, provides
that Mr. Masagung shall have the right to acquire in such offering
sufficient shares which will ensure that Mr. Masagung will retain at
least fifty-one percent (51%) of the voting power of the Company.
h) Mr. Masagung has no such plans or proposals.
i) Mr. Masagung has no such plane; or proposals.
j) Mr. Masagung has no such plans or proposals for any action similar to
any of those enumerated in Item 4 a) through i) hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) Aggregate number of such securities beneficially owned is 5,600,000
shares and the percentage of the class Or such securities is 65.1%.
Also, Mr. Masagung was issued a Warrant by the Company to acquire
additional shares of the Class A Common Stock of Company (such Warrant
is attached hereto as Exhibit "B" ) At present, no person has
exercised an option to purchase Class A Common Stock and so Mr.
Masagung has not exercised his Warrant. As of July 13, 1992, if the
optionees exercised their options, Mr. Masagung would be entitled
under his Warrant to purchase 39,969 additional shares within sixty
(60) days of July 13, l992.
b) The number of shares as to which there is sole power to vote (or to
direct the vote), and sole power to dispose (or to direct the
disposition) is 5,600,000. There is no shared power to vote (or to
direct the vote) and no shared power to dispose (or to direct the
disposition).
c) On July 13, 1992, Mr. Masagung purchased 5,600,000 shares of the Class
A Common Stock of the Company at a price per share of $2.50. The
transaction was effected pursuant to written
6
<PAGE> 26
Agreement between Mr. Masagung and the Company, such agreement having
been approved by the Federal Reserve Board and the State Banking
Department of California on July 13, 1992. The Agreement is attached
hereto as Exhibit "A".
d) No ether person has such right or rights.
e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
There are no such contracts, arrangements, understandings or relationships
(legal or otherwise) unless the Warrant issued to Mr. Masagung by the Company
entitling Mr. Masagung to purchase additional shares of the Class A Common Stock
of the Company, as described in Item 5 a) hereof is determined to be included in
this Item 6. The Warrant is attached hereto as Exhibit "B".
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Attached as Exhibits are the following:
a) Exhibit A:
Stock Purchase Agreement between Bank of San Francisco which relates
to Issuer controls and addition to the Board of Directors of the
Company.
b) Exhibit B:
Copy of Warrant entitling Mr. Masagung to purchase additional shares
of the Class A Common Stock of the Company at a price per share Of
$2.50.
c) Exhibit C:
Second Amendment to Stock Purchase Agreement which provides in
Paragraph 7, pages 4 and 5 thereof the right of Mr. Masagung to
purchase additional shares of Class A Common Stock and maintain at
least 51% of the voting power of the Company.
7
<PAGE> 27
SIGNATURE
After reasonable 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.
July 30, 1992
(DATE)
/s/ Putra Masagung
----------------------------------------
(SIGNATURE)
Putra Masagung
----------------------------------------
(NAME/TITLE)
8
<PAGE> 28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Bank of San Francisco Company Holding Company
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Class A Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
064772106
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Nicholas C. Unkovic, Esq., Graham & James LLP
One Maritime Plaza, San Francisco, CA 94111 - Tel: (415) 954-0200
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
February 16, 1994
- --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 31d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement [ ] A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
1
<PAGE> 29
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
2
<PAGE> 30
CUSIP No. 064772106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Putra Masagung
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of Indonesia
7. SOLE VOTING POWER
77,600,000 shares of the Class A Common Stock of Bank of San Francisco
Company Holding Company
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
77,600,000 shares of the Class A Common Stock of Bank of San Francisco
Company Holding Company
10. SHARED DISPOSITIVE POWER
None
3
<PAGE> 31
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,600,000 shares of the Class A Common Stock of Bank of San Francisco
Company Holding Company
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.92%
14. TYPE OF REPORTING PERSON*
IN
*See instructions before filling out! Include both sides of the cover page,
responses to Items 1-7 (including Exhibits) of the Schedule, and the Signature
Attestation.
4
<PAGE> 32
This Amendment No. 1 (the "Amendment") amends a statement on Schedule 13D
dated July 30, 1992 filed by Mr. Putra Masagung with respect to shares of Class
A Common Stock of Bank of San Francisco Company Holding Company (the "Issuer").
ITEM 1. SECURITY AND ISSUER.
Class A Common Stock (the "Class A Common Stock") and 9% Series C Perpetual
Preferred Stock (the "Series C Preferred Stock"), which may be converted into
Class A Common Stock, and warrants to purchase Class A Common Stock at an
exercise price of $.50 per share (the "Warrants"), as described in Item 6,
below, of the Bank of San Francisco Company Holding Company, Issuer, whose
principle executive officers are located at 550 Montgomery Street, San
Francisco, California 94111.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total purchase price paid by Mr. Masagung for the 900,000 shares of
Series C Preferred Stock, as described in Item 5, below, was Eighteen Million
U.S. Dollars (US $18,000,000)(the "Purchase Price"). Of this amount, Mr.
Masagung paid twelve Million U.S. Dollars (US $12,000,000) from cash on hand.
Six Million U.S. Dollars (US $6,000,000) of the Purchase Price was loaned to Mr.
Masagung by Mr. Kaharudin Latief of Jakarta, Indonesia for the purpose of
enabling Mr. Masagung to acquire 300,000 shares of Series C Preferred Stock,
pursuant to an unsecured promissory note, a copy of which is attached hereto as
Exhibit A. Mr. Masagung and Mr. Latief have entered into a Stock Purchase
Agreement dated May 27, 1993, as amended February 16, 1994 (the "Stock Purchase
Agreement"), a copy of which is attached as Exhibit B, pursuant to which Mr.
Masagung has agreed to sell to Mr. Latief 300,000 shares of Series C Preferred
Stock (or shares of Class A Common Stock and Warrants into which such shares of
Series C Preferred Stock are converted), as described in Item 6, below.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Mr. Masagung and Mr. Latief have entered into the Stock Purchase
Agreement, as described in Item 6, below, pursuant to which Mr. Latief may
acquire from Mr. Masagung 300,000 shares of Series C Preferred Stock (or the
shares of Class A Common Stock and Warrants into which such shares of Series C
Preferred Stock are converted).
5
<PAGE> 33
(b) Mr. Masagung has no such plans or proposals at the present time.
(c) Mr. Masagung has no such plans or proposals at the present time.
(d) The Stock Purchase Agreement provides that, as a condition to closing
of the transaction, and subject to all necessary regulatory approval, Mr. Latief
shall have been elected to the board of directors of the Issuer. Mr. Masagung
also intends to stand for election to the board of directors of the Issuer. If
Mr. Masagung votes all of his shares of Class A Common Stock and Series C
Preferred Stock in favor of the election to the board of Mr. Latief and himself,
such elections would be assured.
On August 1, 1993, Mr. Masagung advanced to Mr. Kent Price $250,000 (the
"Advance") in order to induce Mr. Price to become the Chairman of the Board and
Chief Executive Officer of the Issuer, positions which he assumed in September,
1993. The Advance bears interest at the rate of 3% per annum, and is repayable
from the proceeds, if any, of the sale of Class A Common Stock received by Mr.
Price upon exercise of Warrants transferred by Mr. Masagung to Mr. Price on
February 16, 1994, as described in Item 6, below.
(e) The Issuer intends to solicit consents of the stockholders to take the
following actions:
1. To authorize the conversion of each share of the Series C Preferred
Stock into 40 shares of Class A Common Stock and 40 Warrants (the "Conversion"),
and in connection with said Conversion to amend the Issuer's Certificate of
Incorporation (the "Certificate"), including the Certificate of Designations of
Rights, Preferences, Privileges and Restrictions relating to the Series C
Preferred Stock (the "Certificate of Designation"), (a) to increase the
authorized number of shares of Class A Common Stock to 400,000,000 (subject to
the Issuer's intent subsequently to decrease the number of shares to 40,000,000
through a 1-for-10 reverse stock split (see Item 4(e)3, below), so as to permit
the Conversion and increase the ability of the Issuer to raise capital in the
future through the issuance of Class A Common Stock and securities convertible
into Class A Common Stock, and (b) to amend the Certificate of Designation to
provide that all outstanding shares of Series C
6
<PAGE> 34
Preferred Stock will automatically be converted into Class A Common Stock and
Warrants, in accordance with the conversion rights set forth in the Certificate
of Designation. The Conversion of the outstanding shares of Series C Preferred
Stock would result in a substantial increase in the voting power and control
over the Issuer held by Mr. Masagung, the Issuer's majority stockholder,
increasing his ownership from the current 66.2% of the voting power of the
Issuer to 95.92%, assuming he does not dispose of any of his shares and assuming
he exercises all of his Warrants;
2. To increase the authorized number of shares of the Issuer's
Preferred Stock to 5,000,000 in order to increase the ability of the Issuer to
raise capital in the future through the issuance of Preferred Stock;
3. To authorize the amendment and restatement of the Certificate to
(a) effect a 1-for-10 reverse stock split of the Class A Common Stock and
thereby to decrease the authorized number of shares of the Issuer's Class A
Common Stock to 40,000,000, (b) change the name of the Issuer to The San
Francisco Company, and (c) update certain provisions of the Certificate.
Mr. Masagung intends, subject to certain conditions, to vote in favor of all of
the above proposals. If Mr. Masagung votes all of his shares of Class A Common
Stock and Series C Preferred Stock in favor of these proposals, then passage of
such proposals would be assured. Mr. Masagung anticipates that, as a result of
these and other future financing efforts of the Issuer, his beneficial ownership
percentage in the Issuer will be substantially reduced. There is no plan for a
change in the dividend policy of the Issuer.
(f) Mr. Masagung has no such plans or proposals at the present time.
(g) Please refer to the answer to Item 4(d), above, for a description of
proposed changes to the Issuer's Certificate and Certificate of Designation.
(h) Mr. Masagung has no such plans or proposals at the present time.
7
<PAGE> 35
(i) Mr. Masagung has no such plans or proposals at the present time.
(j) Mr. Masagung has no such plans or proposals at the present time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of Class A Common Stock beneficially
owned by Mr. Masagung, assuming Conversion of outstanding Series C Preferred
Stock and exercise of Warrants which would be issued pursuant to the Conversion,
is 77,600,000, or 95.92% of Class A Common Stock outstanding. Mr. Masagung's
capital stock holdings in the Issuer is described in more detail in the
following paragraphs of this Item.
The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Masagung is 5,600,000 shares and the percentage of the class of such
securities is 62.93%. In addition, Mr. Masagung owns 900,000 shares of Series C
Preferred Stock which he acquired from the Issuer in a series of transactions
beginning in October, 1992. A copy of the Certificate of Designations of Rights,
Preferences, Privileges and Restrictions relating to the Series C Preferred
Stock is incorporated herein by reference to Exhibit 4.4 of the Issuer's Annual
Report on Form 10K for the year ended December 31, 1992. At the upcoming Annual
Meeting, stockholders of the Issuer will be solicited to, inter alia, authorize
the conversion of each share of Series C Preferred Stock into 40 shares of Class
A Common Stock and 40 Warrants (the "Conversion"). Should the stockholders
authorize the Conversion, the Conversion would be mandatory and would entitle
Mr. Masagung to acquire beneficial ownership of 36,000,000 shares of Series A
Common Stock and Warrants to purchase 36,000,000 additional shares of Series A
Common Stock. The Conversion would give Mr. Masagung the beneficial ownership of
41,600,000 shares of Series C Preferred Stock or 92.65% of the class of such
securities outstanding. Should Mr. Masagung exercise the Warrants, he would have
beneficial ownership of 77,600,000 shares of Class A Common Stock, or 95.92% of
such securities outstanding.
(b) The number of shares as to which Mr. Masagung has the sole power to
vote (or to direct the vote), and the sole power to dispose (or to direct the
disposition) is 5,600,000; upon Conversion, 41,600,000; and upon exercise of the
Warrants,
8
<PAGE> 36
77,600,000. There is no shared power to vote (or to direct the vote)
and no shared power to dispose (or to direct the disposition).
(c) Following a period of negotiations, the Issuer and Mr. Masagung entered
into a letter agreement dated October 29, 1992, which was subsequently amended
on November 20, 1992 (as amended, the "October 29 Letter Agreement"), a copy of
which is annexed hereto as Exhibit C, pursuant to which it was agreed that:
(i) Mr. Masagung would purchase up to 500,000 shares of Series C
Preferred Stock at a price of Twenty Dollars ($20.00) per share for a total
price of $10,000,000, subject to reduction in certain events, with the sale
of 200,000 shares of Series C Preferred Stock to be completed by November
30, 1992, and the sale of an additional 300,000 shares of Series C
Preferred Stock to be completed by December 18, 1992; (ii) the Purchaser
would invest an additional $2,000,000 in the Company through either (a) the
purchase of Class A Common Stock and/or warrants (or rights to subscribe
for the same) in a proposed offering by the Issuer of rights to purchase
such Class A Common Stock and/or warrants to the Issuer's existing
stockholders and possibly additional investors, or (b) the purchase of an
additional 100,000 shares of Series C Preferred Stock at a price of Twenty
Dollars ($20.00) per share with the choice of (a) or (b) at the Issuer's
option after discussion with Mr. Masagung; (iii) the Issuer granted to the
Purchaser an option (the "Series C Preferred Stock Option") to purchase up
to an additional 400,000 shares of Series C Preferred Stock at a price of
Twenty Dollars ($20.00) per share, exercisable in whole or in part at any
time on or before December 31, 1993; and (iv) the Issuer agreed to take
immediate steps to register the shares of Class A Common Stock owned by Mr.
Masagung and any shares of Class A Common Stock and any Warrants into which
shares of Series C Preferred Stock may be convertible under the Securities
Act of 1933, as amended.
Mr. Masagung completed the purchase under the October 29 Letter
Agreement of 200,000 shares of Series C Preferred Stock on November 30,
1992; purchased the second installment of 300,000 shares of Series C
Preferred Stock in separate acquisitions of 100,000 shares on December 30,
1992
9
<PAGE> 37
and 200,000 shares on January 12, 1993; and completed the investment of an
additional $2,000,000 in the Company through a purchase of 100,000 shares
of Series C Preferred Stock on February 26, 1993. In September 1993, Mr.
Masagung exercised the Series C Preferred Stock Option with respect to
300,000 shares of Series C Preferred Stock.
(d) Mr. Kaharudin Latief has entered into an agreement with Mr. Masagung
whereby Mr. Latief may acquire 300,000 shares of Series C Preferred Stock (or
the shares of Class A Common Stock and Warrants into which such shares of Series
C Preferred Stock are converted), as disclosed in the transaction described in
Item 6, below.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the Stock Purchase Agreement (Exhibit B), Mr. Masagung agreed
to sell to Mr. Latief 300,000 shares of Series C Preferred Stock (or the shares
of Class A Common Stock and Warrants into which such shares of Series C
Preferred Stock are converted) through cancellation of an unsecured, personal
loan in the amount of $6,000,000 which Mr. Latief previously extended to Mr.
Masagung. Mr. Masagung used the proceeds of this loan to acquire 300,000 shares
of Series C Preferred Stock from the Issuer. The closing of sale of the Series C
Preferred Stock to Mr. Latief is subject to approval by all appropriate
governmental entities, including, without limitation, the Board of Governors of
the Federal Reserve Bank, the Federal Deposit Insurance Corporation and the
Superintendent of Banks of the State of California.
If Mr. Latief consummates this transaction, and if the conversion feature
of the Series C Preferred Stock is approved by the Issuer's stockholders, Mr.
Latief would hold 12,000,000 shares of Class A Common Stock and Warrants to
acquire an additional 12,000,000 shares of Class A Common Stock at an exercise
pace of $.50 per share. Assuming Conversion, Mr. Latief's 12,000,000 shares of
Class A Common Stock and Warrants would represent 26.73% of the issued and
outstanding Class A Common Stock of the Issuer, and assuming exercise of the
Warrants, Mr. Latief would hold beneficially 24,000,000 shares of
10
<PAGE> 38
Class A Common Stock, or 29.67% of the issued and outstanding Class A Common
Stock of the Issuer.
Pursuant to a letter agreement dated February 16, 1994, a copy of which is
attached hereto as Exhibit D, Mr. Masagung has agreed to transfer to Kent D.
Price, Chairman of the Board and Chief Executive Officer of the Issuer, Warrants
for the purchase of 1,500,000 shares of Class A Common Stock. Such transfer is
conditional upon the successful completion of a private placement by the Issuer
of $15,000,000 and the issuance of Warrants to Mr. Masagung pursuant to the
Conversion.
Pursuant to a letter agreement dated February 16, 1994, a copy of which is
attached hereto as Exhibit E, Mr. Masagung has agreed to transfer to Steven R.
Champion, Vice Chairman of the Board and Chief Financial Officer of the Issuer,
Warrants for the purchase of 1,500,000 shares of Class A Common Stock. Such
transfer is conditional upon the successful completion of a private placement by
the Issuer of $15,000,000 and the issuance of Warrants to Mr. Masagung pursuant
to the Conversion.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
------- ----------------------
<S> <C>
Exhibit A Unsecured Promissory Note signed by Putra Masagung for
the benefit of Kaharudin Latief.
Exhibit B Stock Purchase Agreement dated May 27, 1993 between
Putra Masagung and Kaharudin Latief
Exhibit C Letter agreement dated October 29, 1992,
as amended on November 20, 1992 by and
between the Issuer and Putra Masagung.
Exhibit D Letter agreement dated February 16, 1994, between Putra
Masagung and Kent D. Price.
Exhibit E Letter agreement dated February 16, 1994, between Putra
Masagung and Steven R. Champion
</TABLE>
11
<PAGE> 39
SIGNATURE
After reasonable 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.
February 16, 1994
----------------------------------------
(DATE)
/s/ Putra Masagung
----------------------------------------
(SIGNATURE)
Putra Masagung
----------------------------------------
(NAME/TITLE)
12
<PAGE> 40
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Bank of San Francisco Company Holding Company
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Class A Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
064772106
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Nicholas C. Unkovic, Esq., Graham & James LLP
One Maritime Plaza, San Francisco, CA 94111 - Tel: (415) 954-0200
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
July 19, 1994
- --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 31d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
1
<PAGE> 41
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
2
<PAGE> 42
CUSIP No. 064772106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Putra Masagung
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
N/A
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of Indonesia
7. SOLE VOTING POWER
10,927,364 shares of Class A Common Stock of the San Francisco Company
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
10,927,364 shares of Class A Common Stock of the San Francisco Company
10. SHARED DISPOSITIVE POWER
None
3
<PAGE> 43
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,927,364 shares of Class A Common Stock of the San Francisco Company
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.51%
14. TYPE OF REPORTING PERSON*
IN
*See instructions before filling out! Include both sides of the cover page,
responses to Items 1-7 (including Exhibits) of the Schedule, and the Signature
Attestation.
4
<PAGE> 44
This Amendment No. 2 (the "Amendment") amends a statement on Schedule 13D
dated June 30, 1992, as amended on February 16, 1994, filed by Mr. Putra
Masagung with respect to shares of Class A Common Stock (the "Class A Common
Stock") with respect to shares of Class A Common Stock at (the "Class A Common
Stock") of the San Francisco Company (the "Issuer").
ITEM 1. SECURITY AND ISSUER.
Class A Common Stock of the San Francisco Company, Issuer, whose principle
executive offices are located at 550 Montgomery Street, San Francisco,
California 94111. The Issuer is a one-bank holding company, registered under the
Bank Holding Company Act of 1956, for Bank of San Francisco (the "Bank"), a
California state chartered bank.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities for which this statement is being filed were acquired in
units (the "Units"), each consisting of (i) one share of Class A Common Stock,
(ii) one warrant, entitling the holder thereof to purchase one share of Class A
Common Stock at a purchase price of $5.00 per share (the "Unit Warrant"), and
(iii) one right (the "Risk Protection Right"), relating to the contingent right
to receive shares of Class A Common Stock in periodic distributions based upon
the resolution of certain problem assets currently held in the Bank's portfolio
and the Bank's expenses in administering and carrying such problem assets.
The total purchase price paid by Mr. Masagung for the 3,521,127 Units, as
described in Item 5 below, was Twenty Million and One Dollars ($20,000,001), and
came from personal funds of Mr. Masagung. A portion of these funds may be the
proceeds of personal borrowings by Mr. Masagung from one or more Indonesian
finance Companies, based on his personal net worth and secured only by his
personal guarantee.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Mr. Masagung has entered into a stock purchase agreement (the "Stock
Purchae Agreement") pursuant to which Mr. Masagung has agreed to sell to Mr.
Kaharudin Latief of Jakarta, Indonesia, 600,000 shares of Class A Common Stock
and 600,000 warrants (the "Warrants"), each warrant granting the holder thereof
the right to purchase one share of Class A Common Stock at a purchase price of
5
<PAGE> 45
$0.50 per share, for consideration of the cancellation of an unsecured, personal
loan is the amount of $6,000,000 which Mr. Latief previously extended to Mr.
Masagung. Mr. Masagung used the proceeds of this loan to acquire 300,000 shares
of Series C Preferred Stock from the Issuer in February 1994, as disclosed on
Amendment No. 1 to Mr. Masagung's statement on Schedule 13D dated February 14,
1994. The closing of the sale to Mr. Latief pursuant to the Stock Purchase
Agreement is subject to approval by all appropriate governmental entities,
including without limitation, the Board of Governors of the Federal Reserve
Bank, the Federal Deposit Insurance Corporation and the Superintendent of Banks
of the State of California. Mr. Latief has made applications to the appropriate
governmental entities and has indicated his intent to complete the purchase of
Class A Common Stock and Warrants from Mr. Masagung.
(b) Mr. Masagung has no such plans or proposals at the present time.
(c) Mr. Masagung has no such plans or proposals at the present time.
(d) The Stock Purchase Agreement provides that, as a condition to closing
of the sale of Class A Common Stock and Warrants, and subject to all necessary
regulatory approval, Mr. Latief shall have been elected to the board of
directors of the Issuer. Mr. Latief has indicated to management of the Issuer
that if his acquisition of Class A Common Stock and Warrants is consummated, Mr.
Latief will seek appointment of himself or his designee as a director of the
Issuer (but not the Bank), subject to obtaining required regulatory
non-objection. Mr. Masagung has no plans or proposals relating to any change in
the present board of directors or management of the Issuer which conflict with
those presented in the Issuer's Proxy Statement dated May 7, 1994 (the "Proxy")
for the Issuer's Annual Meeting of Stockholders held on May 23, 1994.
Mr. Masagung has informed the Issuer that he wishes to serve on the Board
of Directors of the Issuer (but not the Bank). Subject to non-objection by the
relevant government entities, Mr. Masagung intends to be appointed to the Board.
(e) Mr. Masagung has no such plans or proposals at the present time.
6
<PAGE> 46
(f) Mr. Masagung has no such plans or proposals at the present time.
(g) Mr. Masagung has no such plans or proposals at the present time.
(h) Mr. Masagung has no such plans or proposals at the present time.
(i) Mr. Masagung has no such plans or proposals at the present time.
(j) Mr. Masagung has no such plans or proposals at the present time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of Class A Common Stock beneficially
owned by Mr. Masagung, assuming the exercise of Warrants to purchase 1,800,000
shares of Class A Common Stock, the exercise of Unit Warrants to purchase
3,521,127 shares of Class A Common Stock, the exercise of Anti-dilution Warrants
to purchase 5,110 shares of Class A Common Stock, but assuming no shares of
Class A Common Stock are issued pursuant to the Risk Protection Rights, is
10,927,364 or 98.51% of Class A Common Stock outstanding.
(b) The number of shares as to which Mr. Masagung has the sole power to
vote (or to direct the vote), and the sole power to dispose (or to direct the
disposition) is 5,601,127 shares of Class A Common Stock; 7,401,127 shares of
Class A Common Stock upon exercise of the Warrants; 10,922,254 shares of Class A
Common Stock upon exercise of the Unit Warrants; and 10,927,364 shares of Class
A Common Stock upon exercise of the Anti-dilution Warrants.
(c) Not applicable.
(d) Mr. Kaharudin Latief has entered into an agreement with Mr. Masagung
whereby Mr. Latief May acquire 600,000 shares of Class A Common Stock and
600,000 Warrants from Mr. Masagung, as disclosed in Item 4(a), above.
(e) Not applicable.
7
<PAGE> 47
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
------- ----------------------
<S> <C>
Exhibit A Subscription Agreement
</TABLE>
8
<PAGE> 48
SIGNATURE
After reasonable 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.
August 4, 1994
----------------------------------------
(DATE)
/s/ Putra Masagung
----------------------------------------
(SIGNATURE)
Putra Masagung
----------------------------------------
(NAME/TITLE)
