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)December 4, 1998
THE SAN FRANCISCO COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-10198 94-3071255
(State or other (Commission (IRS Employer
jurisdiction File number) Identification No.)
of incorporation)
550 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94111
(Address of principal executive offices) (Zip Code)
(415)781-7810
(Registrant's telephone number, including area code)
NONE
(Former name or former address, if changed since last report.)
Page
THE SAN FRANCISCO COMPANY
Item 1. CHANGE IN CONTROL
It was announce on December 4, 1998 that effective November
30, 1998, Mr. Putra Masagung, the beneficial owner of 45.5% of
The San Francisco Company's (the "Company") outstanding Class A
Common Stock (the "Common Stock") and PT Gunung Agung, the
beneficial owner of 52.3% of the Company's Common Stock entered
into a Voting Trust Agreement. Mr. Masagung and PT Gunung Agung
retained their individual beneficial interest but collectively
transferred voting control of 97.8% of the Company's Common Stock
to a Trustee under the terms of the Voting Trust Agreement. The
Voting Trust Agreement is attached as Exhibit A.
Page 2
THE SAN FRANCISCO COMPANY
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
THE SAN FRANCISCO COMPANY
(Registrant)
Date: December 15, 1998 /s/ James E. Gilleran
James E. Gilleran
Chairman and Chief Executive Officer
Date: December 15, 1998 /s/ Keary L. Colwell
Keary L. Colwell
Executive Vice President and Chief
Financial Officer
Page 3
Voting Trust Agreement
This Voting Trust Agreement is entered into as of ___________,
1998, by and among Putra Masagung, an individual resident of
Singapore ("Mr. Masagung"), PT Gunung Agung, a limited liability
corporation established under the laws of the Republic of
Indonesia ("GA") (each of Mr. Masagung and GA being a "Grantor"
and, collectively, the "Grantors") and Robb Evans, an individual
resident of California (the "Trustee").
WHEREAS, pursuant to approvals originally dated July 13, 1992, of
the Board of Governors of the Federal Reserve System (the
"Board") and the Superintendent of Banks of the State of
California, Mr. Masagung is the record owner of 31,027,302
shares of the Class A Common Stock of The San Francisco Company,
a Delaware Corporation ("BHC"), which itself is the owner of all
of the issued and outstanding stock of the Bank of San Francisco,
a California banking corporation ("Bank");
WHEREAS, Mr. Masagung is the record and beneficial owner of
14,426,456 shares of the Class A Common Stock of BHC,
constituting approximately 45% of the issued and outstanding
shares of the Class A Common Stock of BHC (the "Masagung
Shares");
WHEREAS, GA is the beneficial, but not the record, owner of
16,600,846 shares of the Class A Common Stock of BHC held of
record by Mr. Masagung, constituting approximately 52% of the
issued and outstanding shares of the Class A Common Stock of BHC
(the "GA Shares" and, collectively with the Masagung Shares, the
"Shares");
WHEREAS, in order to resolve allegations that GA and Masagung
violated the Bank Holding Company Act of 1956 (the "BHCA") or the
California Financial Code, as amended (the "Financial Code") in
connection with the acquisition of beneficial ownership of BHC
shares by GA, but without admitting or denying any wrongdoing or
liability with respect to any allegations or claims, the Grantors
have agreed to place the Shares into the voting trust created by
this Voting Trust Agreement;
WHEREAS, the Trustee has consented to act as and has been
appointed as the Trustee hereunder, effective upon the date of
this Voting Trust Agreement and after approval thereof, and after
any required regulatory approval of any change of control of BHC
or Bank, by the Grantors, the Board, the California Department of
Financial Institutions ("CDFI') and the Federal Deposit
Insurance Corporation ("FDIC");
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration it is agreed
as follows:
1. Creation and Purpose of Voting Trust.
(a) Subject to the terms and conditions hereof, a voting trust
with respect to the Shares is hereby created and established in
accordance with Section 218 of the Delaware General Corporation
Law, for the purposes described above. The voting trust created
hereby shall become effective upon the execution and delivery of
this Voting Trust Agreement and the receipt of all required
regulatory approvals (the "Effective Date").
Page 1
A copy of this Voting Trust Agreement has been filed with the registered
office of BHC in Delaware at CT Corporation System, 1209 Orange Street,
Wilmington, Delaware 19801, as required by such Section.
(b) The Trustee accepts the trust created by this Voting Trust
Agreement, and agrees to serve as trustee hereunder, subject to
the terms and conditions hereof with the express limitation that
the Trustee shall have no power or authority to offer, sell or
encumber the Shares or Other Voting Securities (as hereinafter
defined), if any, except as expressly provided in Section 9
hereof.
(c) On or within 5 business days following the Effective Date,
Masagung, on behalf of the Grantors, shall deposit all of the
Shares with the Trustee, duly endorsed for transfer to the
Trustee; and promptly thereafter, (1) the Trustee shall surrender
the certificates for the Shares to BHC or its transfer agent for
cancellation, and new stock certificates thereof shall promptly
be issued to and registered in the name of the Trustee, as
trustee under this Voting Trust Agreement with each such stock
certificate bearing a legend to the effect that it is subject to
this Voting Trust Agreement; and (2) the Trustee shall issue and
deliver to Mr. Masagung and GA, respectively, Voting Trust
Certificates, substantially in the form set forth in Section 2
hereof, in respect of the Masagung Shares and the GA Shares
deposited with the Trustee.
(d) Mr. Masagung and GA shall be the beneficiaries of the trust
created by this Voting Trust Agreement, with respect to the
Masagung Shares and the GA Shares, respectively.
2. Voting Trust Certificate. The Voting Trust Certificate to
be issued and delivered to each Grantor shall be in substantially
the following form, the terms of which are herein incorporated by
reference:
"VOTING TRUST CERTIFICATE
Number VTC ____________ ____________ Shares
THIS VOTING TRUST CERTIFICATE IS SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF
________________, 1998 BETWEEN PUTRA MASAGUNG, P.T. GUNUNG AGUNG,
AND ______________, AS TRUSTEE, A COPY OF WHICH IS ON FILE AT THE
OFFICE OF THE SAN FRANCISCO COMPANY. SUCH COPY IS OPEN TO
INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE
SAN FRANCISCO COMPANY OR ANY BENEFICIARY OF THE VOTING TRUST
CREATED BY SUCH VOTING TRUST AGREEMENT.
Voting Trust Certificate
THIS CERTIFIES THAT ____________ is the beneficial owner of
__________ shares of the Class A Common Stock of the San
Francisco Company, a Delaware corporation (hereinafter "BHC"),
deposited with the undersigned Trustee pursuant to a Voting Trust
Agreement dated as of __________, 1998, by and among Putra
Masagung, P.T. Gunung Agung and Robb Evans, as Trustee, a copy of
which Voting Trust Agreement is on file in the office of BHC at
550 Montgomery Street, San Francisco, California, and in the
registered office of BHC at CT Corporation System, 1209 Orange
Street, Wilmington, Delaware 19801.
page 2
The holder of this Certificate will be entitled to receive payments equal
to any and all cash dividends, liquidating distributions or cash sales
proceeds collected by the Trustee with respect to such number of
shares, and, upon the termination of the Voting Trust Agreement,
to delivery of the proceeds received from the sale of such
shares, all as provided by the Voting Trust Agreement. The
holder of this Certificate takes it subject to all the terms and
conditions of the aforesaid Voting Trust Agreement and by
acceptance of this Certificate acknowledges that receipt of the
Certificate is for investment purposes and not with a view to
distribution.
IN WITNESS WHEREOF, the Trustee has signed this Certificate on
__________, 19__.
________________________________
Trustee
3. Maintenance of Records; Replacement of Voting Trust Certificates.
(a) The Trustee shall keep a list of the shares deposited with
him, and shall also keep a record of the Voting Trust
Certificates issued by him, which record shall contain the name
and address of each Grantor as the holder of a Voting Trust
Certificate, the number and class of shares represented by such
certificate and the date when each Grantor became the owner
thereof. Such list and record shall be open at all reasonable
times to the inspection of each Grantor.
(b) In case any Voting Trust Certificate shall become mutilated,
lost, stolen or destroyed, the Trustee may provide for the
issuance of a new Voting Trust Certificate in lieu of such lost,
stolen or destroyed Voting Trust Certificate or in exchange for
such mutilated Voting Trust Certificate, under such conditions
with respect to indemnity and otherwise as the Trustee, in his
reasonable discretion, may provide.
4. Dividends and Distributions. The Trustee shall receive and
hold, subject to the terms of this Voting Trust Agreement, all
dividends and other distributions declared and paid on the Shares
deposited with him hereunder. The Trustee shall distribute to
Mr. Masagung and to GA all dividends and other distributions of
property (except securities of BHC or Bank that have voting
rights on any matter, absolute or contingent ("Other Voting
Securities")) that are declared and paid on the Masagung Shares
and the GA Shares, respectively, or on Other Voting Securities
related thereto. Such distributions shall be made by the Trustee
as soon as practicable after the receipt of the dividends or
other distributions. Other Voting Securities shall be held by
the Trustee for the benefit of the respective Grantor subject to
the terms of this Voting Trust Agreement. The Board or the CDFI
may require at any time in the future that, from such time
forward, such dividends and other distributions shall not be
distributed to Grantors. In the event the Trustee is prohibited
by the Board or the CDFI from distributing any such dividends to
a Grantor, the Trustee shall deposit such dividends in a bank
selected by the Trustee.
Page 3
5. Dissolution of BHC or Bank. In the event of the dissolution
or total liquidation of the BHC or the Bank, whether voluntary
or involuntary, the Trustee shall receive the moneys, securities,
rights or property to which the holders of BHC or Bank Shares or
Other Voting Securities, if any, are entitled, and shall
distribute the same to the Grantors, in accordance with their
respective interests, upon receipt from the Grantors and
cancellation of the outstanding Voting Trust Certificates;
provided, however, that any Other Voting Securities and any
securities that have voting rights on any matter, absolute or
contingent, as to any other insured depository institution or
holding company ("Financial Institution Voting Securities") shall
remain subject to this agreement. This provision requiring
retention within the voting trust of Other Voting Securities and
Financial Institution Voting Securities shall not apply to the
securities of any insured depository institution or holding
company thereof whose shares are listed for trading on a national
securities exchange or the Nasdaq National Market; provided,
however, that the securities so distributed pursuant to this
paragraph shall not exceed three percent of any class of voting
shares outstanding for the insured depository institution or
holding company thereof. Upon such distribution, all further
obligations or liabilities of the Trustee to such Grantor in
respect of such of such moneys, securities, rights or property so
received shall cease. This Voting Trust Agreement shall
terminate upon such distribution to both Grantors. Any
distribution in partial liquidation of BHC or Bank shall be
governed by section 4 hereof.
6. Resignation or Removal of Trustee. (a) The Trustee may at
any time resign by providing to each Grantor, the Board and the
CDFI written notice of the resignation, which shall take effect
sixty (60) days thereafter or upon the prior acceptance thereof,
provided that such resignation will not be effective until a
successor Trustee has been appointed in conformity with Section 7
hereof. The Trustee will be deemed to have given a notice of
resignation if he is disabled or otherwise unable to fulfill his
duties hereunder for a period of sixty (60) consecutive days.
The Board and the CDFI shall be entitled to remove the Trustee at
any time.
(b) Within thirty (30) business days after the Trustee ceases to
be the trustee under this Voting Trust Agreement for any reason
other than voluntary resignation, the Trustee or his authorized
representative will provide the Grantors a list of all parties
with which he has engaged in material negotiations pursuant to
Section 9 of this Voting Trust Agreement. In such event, if a
definitive agreement is executed with one of such parties within
one year of the Trustee's termination, and thereafter such party
closes a purchase of the Shares and other Voting Securities, if
any, or of the Bank, the Trustee will be paid his fee under this
Voting Trust Agreement from the proceeds of such transaction.
7. Successor Trustee. In the event of the resignation, death
or removal of the Trustee, or the disability of the Trustee as
provided at Section 6 hereof, the Grantors shall jointly
designate a successor Trustee to fill the vacancy so occurring,
subject to the prior approval of the Board and the CDFI. The
rights, power and privileges of the Trustee named hereunder shall
be possessed by each successor Trustee (hereinafter, the
"Successor Trustee").
Page 4
8. Voting Rights and Trustee Qualifications.
(a) The Trustee, acting in his absolute discretion, shall have
the exclusive right to vote the Shares and Other Voting
Securities deposited with it hereunder or to give written
consents in lieu of voting thereon, in person or by proxy at any
and all meetings of the shareholders of BHC, or when such
consents are given in lieu of such meetings, for whatever purpose
called or held, and in any and all proceedings, whether at a
meeting of the shareholders or as may be required or authorized
by law, provided that the Trustee shall not alter the articles of
incorporation, by-laws, management or business plans of BHC in
any material respect without the prior approval of the Board and
the CDFI and prior notice to the Grantors. The Trustee shall
have no financial, family or business relationship with any
Grantor, BHC or the Bank other than the relationships established
pursuant to this Voting Trust Agreement.
(b) The Trustee shall exercise his right to nominate and to vote
to elect members of the Board of Directors of BHC in a manner
wholly independent of any direct or indirect influence of the
Grantors or any of their affiliates.
(c) No person other than the Trustee shall have any voting right
in respect of the Shares or Other Voting Securities so long as
this Voting Trust Agreement is in effect. The Trustee shall have
no beneficial interest in any such Shares, which interest shall
reside with the Grantors. The Trustee shall have no financial,
family or business relationship with any Grantor, BHC or the Bank
other than the relationships established pursuant to this Voting
Trust Agreement. The Trustee may not serve (or previously have
served) as a director, officer or employee of BHC or the Bank and
may not own securities of BHC.
9. Term and Termination.
(a) Subject to the prior termination of this voting trust in
accordance with Section 5 hereof, this voting trust shall
continue in effect until the first to occur of the following: (i)
the sale or disposition by merger or otherwise by the Trustee of
the Shares and Other Voting Securities, if any, and the
remittance to the Grantors of the proceeds thereof in accordance
with this Section 9 or (ii) subject to extension in accordance
with the provisions of Section 10 hereof, the date that is thirty
(30) calendar months after the Effective Date.
(b) The Trustee shall use his reasonable best efforts to sell or
otherwise dispose of the Shares and other Voting Securities, if
any, or the shares of the Bank, if necessary, in such manner as
the Trustee shall determine appropriate for obtaining the best
price or the price instructed by the Grantors if Instructions
have been issued. The Trustee shall use his reasonable best
efforts to cause any prospective purchaser to offer to purchase
all outstanding BHC shares. At any time prior to the date which
is six months prior to the expiration of the period set forth in
Section 9(a)(ii) hereof, the Grantors may direct the Trustee to
sell or otherwise dispose of some or all of the Shares and Other
Voting Securities, if any, in accordance with confidential
written instructions which may be issued, amended or withdrawn
only with the prior approval of the Board and the CDFI (the
"Instructions"). The Trustee shall provide the Grantors with
notice (including a copy) of any agreement in principle and of
any final agreement regarding the sale of the Shares, each of
which shall be subject to the approval of the Grantors. Within
fifteen (15) business days of receipt of such notice, the
Grantors shall each notify the Trustee whether or not they
approve of the agreement in principle or final agreement.
Page 5
(c) The Grantors may bring potential purchasers to the attention
of the Trustee. With the prior written consent of the Grantors,
the Trustee shall be permitted to entertain offers from entities
or groups in which the management of BHC or the Bank participate.
The Trustee shall facilitate the due diligence of any prospective
purchaser proposed by the Grantors.
(d) In the event that six months prior to the termination of the
voting trust created by this Voting Trust Agreement the Trustee
has not entered into a final agreement of sale, the Trustee shall
take immediate steps for the final disposition thereof, and shall
comply with any instructions received from the Board and the CDFI
with respect to the time and manner of disposition of the Shares
and Other Voting Securities, if any, including sale at public
auction. A sale under this provision shall not require the
approval of the Grantors.
(e) Upon consummation of a sale or other disposition of the
Shares and Other Voting Securities, the Trustee shall pay, on
behalf of GA, out of the proceeds received from the sale of the
GA shares and Other Voting Securities attributable to the GA
shares, a civil money penalty to the Board in the amount of
$200,000, plus any profit resulting from GA's acquisition and
control of the Company. For the purposes of this Voting Trust
Agreement, GA's profit means the amount, if any, by which the
proceeds from the sale of the GA shares and Other Voting
Securities attributable to the GA shares, less the costs of sale
incurred in the ordinary course, exceed $32.05 million. GA has
consented to the Trustee's payment of such civil money penalty on
its behalf pursuant to the Order of Prohibition and to Cease and
Desist and Order of Assessment of Civil Money Penalties Issued
Upon Consent (the "Order") executed by GA on ________, 1998. The
Trustee shall remit such civil money penalty to the Board made
payable to the "Board of Governors of the Federal Reserve System"
and forwarded, with an executed copy of the Order, to Jennifer
Johnson, Secretary of the Board, Board of Governors of the
Federal Reserve System, Washington, DC 20551, who shall make
remittance to the Treasury of the United States as required by
statute.
(f) Upon consummation of a sale or other disposition of the
Shares and Other Voting Securities, if any, and except for the
payments provided in Section 9(e) above, the Trustee shall
distribute to the Grantors any monies, securities, rights or
property to which the holders of the Masagung Shares and the GA
shares and Other Voting securities, if any, are entitled,
including the proceeds from the sale or other disposition of the
Masagung Shares and the GA Shares and Other Voting Securities, if
any, upon receipt and cancellation of each Grantor's outstanding
Voting Trust Certificate, and upon such distribution all further
obligations of the Trustee to each Grantor in respect of any
monies, securities, rights or property so received and all Shares
or other securities deposited hereunder shall cease; provided,
however, that the Trustee shall not distribute any Other Voting
Securities or Financial Institution Voting Securities which shall
remain subject to this agreement and the Trustee shall have the
power and obligation to sell those securities pursuant to this
Section 9. This provision requiring retention within the voting
trust of Other Voting Securities and Financial Institution Voting
Securities shall not apply to the securities of any insured
depository institution or holding company thereof whose shares
are listed for trading on a national securities exchange or the
Nasdaq National Market System; provided, however, that the
securities so distributed pursuant to this paragraph shall not
exceed three percent of any class of voting shares outstanding
for the insured depository institution or holding company
thereof.
Page 6
(g) The Trustee shall report on a quarterly basis to the Board,
the CDFI, the FDIC and the Grantors on the status of the
Trustee's efforts to sell or otherwise dispose of the Shares and
Other Voting Securities, if any.
10. Extension of Term. The Grantors and the Trustee may not
extend the duration of this Voting Trust Agreement for an
additional period without the prior approval of the Board and the
CDFI.
11. Expenses of Trustee. With the prior approval of the
Grantors, which shall not be unreasonably withheld, the Trustee
shall have the right to employ such investment bankers, valuation
experts, professional advisors and legal counsel (the "Advisors")
as the Instructions may require or he may deem appropriate in the
performance of his duties hereunder. The Trustee shall have the
right to incur and pay the reasonable expenses, charges and fees
of the Advisors. To the extent required, such charges or
expenses shall be advanced by Mr. Masagung and GA, respectively,
based upon the proportion which the Masagung Shares and the GA
Shares bear to the Shares (hereafter, "proportionately"). Such
charges or expenses attributable to the sale of BHC or Bank or
the securities thereof, such as investment banker fees and
expenses and legal fees and expenses attributable to the sale,
shall be deducted from the sales price and borne by all selling
parties in proportion to the interests sold. All other such
charges or expenses, such as legal fees and expenses related to
the execution of this Voting Trust Agreement, shall be borne by
Mr. Masagung and GA. To facilitate the payment of expenses,
charges and fees of the Trustee and the Advisors, the Grantors
shall establish an account of $25,000 from which the Trustee may
make such payments, provided that, with respect to the Trustee's
own expenses, such payments shall be approved in advance by the
Grantors. Upon the written request of the Trustee, such
additional monies as may be required will be deposited in such
account.
12. Liability of Trustee. The Trustee shall not be liable by
reason of any matter or thing in any way arising out of or in
relation to this Voting Trust Agreement except for such loss or
damage as the Grantors may suffer directly by reason of the
Trustee's willful misconduct or gross negligence. The Trustee
when acting hereunder shall not be required to give a bond or
other security for the faithful performance of his duties as
such.
13. Indemnity, Etc.
(a) The Trustee shall be indemnified by Mr. Masagung and GA
proportionately from and against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited
to, any and all expenses whatsoever reasonably incurred in
investigating, preparing for or defending against any litigation,
commenced or threatened, or any claim whatsoever) (the
"Indemnified Claims") arising out of or based upon this Voting
Trust Agreement or the actions or failures to act of the Trustee
hereunder, except to the extent such Indemnified Claims
are caused by or result from the Trustee's willful misconduct or
gross negligence (as determined by a final and unappealable order
of a court of competent jurisdiction).
(b) The Trustee shall be entitled to the prompt reimbursement by
Mr. Masagung and GA proportionately for the Trustee's
out-of-pocket expenses (including reasonable attorneys' fees and
expenses) incurred in investigating, preparing for and
successfully defending against any litigation, commenced or
threatened, arising out of or based upon this Voting Trust
Agreement or the actions or failures to act of the Trustee
hereunder; provided, however, that the Trustee shall be obligated
to return any such reimbursement if it is subsequently determined
by a final and unappealable order of a court of competent
jurisdiction that the Trustee was grossly negligent or engaged in
willful misconduct in the matter in question.
14. Compensation for Services. At and contingent upon the
closing of the sale of BHC or Bank, the Trustee shall receive
from Mr. Masagung and GA proportionately the agreed fees. Mr.
Masagung and GA hereby unconditionally agree to pay such fees to
the Trustee, which shall be in addition to, and not in lieu of,
the reimbursement of expenses provided for by Section 11 hereof
or the indemnity provided in Section 13.
15. Survival; Other Matters.
(a) Sections 11, 12 and 13 hereof shall survive the transfer of
all or any portion of the Shares or other interests, the
resignation or removal of the Trustee, the termination of the
voting trust created hereby and the termination of this Voting
Trust Agreement.
(b) This Voting Trust Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective
successors and assigns. No successor Trustee shall be liable for
any act, omission or default of any predecessor Trustee and vice
versa and no successor Trustee shall have any duty to investigate
any events or circumstances which may have occurred prior to its
appointment.
(c) This Voting Trust Agreement shall not confer any rights or
remedies upon any person or entity other than the parties and
their respective successors and assigns. No person or entity is
an intended third party beneficiary of any provision of this
Voting Trust Agreement.
16. Counterparts; Entire Agreement; Jurisdiction. This Voting
Trust Agreement may be executed in counterparts and each shall be
deemed to be an original. This Voting Trust Agreement (including
any Instructions issued pursuant to Section 9 hereof) expresses
the entire agreement between the parties and is irrevocable
except as expressly provided herein. The parties hereby
irrevocably submit to the exclusive jurisdiction and venue of the
state and federal courts located in San Francisco, California and
all actions arising out of or relating to this Agreement shall be
commenced only in one of those courts.
Page 8
17. Notices. Any notice to or communication with any of Mr.
Masagung, GA, the Trustee, the Board and the CDFI shall be deemed
sufficiently given or made when received and shall be given in
writing, and delivered in person or sent by certified mail,
postage prepaid, or by private courier service or by telecopy or
telex, to such person at its address set forth below or at such
other address as such person may hereafter furnish in writing to
the others.
Trustee
Mr. Robb Evans
Robb Evans & Associates
11450 Sheldon Street
Sun Valley CA 91352-1121
Telephone: 818-768-8100
Telecopier: 818-768-8802
with a copy to
Brobeck Phleger & Harrison LLP
Attn: J. Michael Shepherd, Esq.
One Market Street
San Francisco CA 941o5
Telephone: 415-442-0900
Telecopier: 415-442-1010
Mr. Masagung
Mr. Putra Masagung
c/o Guthrie GTS Limited
115 Amoy Street #02-00
Singapore 069935
Telephone: 65-466-2555
Telecopier: 65-224-9211
with a copy to
Graham & James LLP
Attn: Nicholas Unkovic, Esq.
One Maritime Plaza, Suite 300
San Francisco CA 94111
Telephone: 415-954-0275
Telecopier: 415-391-2493
Page 9
GA
PT Gunung Agung
Attn: Mr. Lego Nirwhono
JL. MH. Thamrin
No. 55 Lantai 5
Jakarta 10350, Indonesia
Telephone: 6221-314-2007
Telecopier: 6221-230-1285
with a copy to
Cleary, Gottlieb, Steen & Hamilton
Attn: John C. Murphy, Jr., Esq.
2000 Pennsylvania Avenue, N.W.
Washington DC 20001-1801
Telephone: 202-974-1580
Telecopier: 202-974-1999
Board
Board of Governors of the Federal Reserve System
Attn: J. Virgil Mattingly, Jr., Esq.
General Counsel
20th and C Streets, N.W.
Washington DC 20551
Telephone: 202-452-3564
Telecopier: 202-736-5615
CDFI
California Department of Financial Institutions
Attn: Ken Sayre-Peterson, Esq.
Staff Counsel
801 K Street, Suite 2124
Sacramento CA 95814
Telephone: 916-322-1570
Telecopier: 916-324-2011
Page 11
FDIC
Federal Deposit Insurance Corporation
Attn: Ms. Cathy Crail
25 Ecker Street, Suite 1900
San Francisco CA 94105
Telephone: 415-546-0160
Telecopier: 415-808-7940
18. Governing Law. This Voting Trust Agreement shall be
governed by and construed in accordance with the laws of the
State of Delaware without reference to its choice of law
provisions.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
in the case of the Grantor set opposite its signature the number
of Shares initially deposited by it hereunder.
Number of Shares to be PUTRA MASAGUNG
deposited hereunder
14,426,456
Number of Shares to be PT GUNUNG AGUNG
deposited hereunder
16,600,846 By
Name:
Title:
__________________________, as Trustee
Robb Evans
Page 11
