UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The San Francisco Company
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
064772106
(CUSIP Number)
John C. Murphy, Jr., Esq.
Cleary, Gottlieb, Steen & Hamilton
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-1801
(202) 974-1500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 30, 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 ss.ss.
240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box: [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See ss.240.13d-7 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.
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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).
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CUSIP No. 064772106
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
PT Gunung Agung ("PTGA")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK
WC
5. CHECK 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
16,600,845(1)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
16,600,845(1)
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,600,845 (1)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.3%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
(1) As described in Item 4 and Item 5, all of the shares
beneficially owned by the reporting person are currently held in
the name of Putra Masagung. While PTGA disclaims the existence of
a group with Mr. Masagung, it is anticipated that (a) PTGA and
Mr. Masagung will, as required by (and subject to the approval
of) Federal and California state bank regulatory authorities,
deposit of 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.
PTGA's ability to exercise certain stockholder rights, including
with respect to the disposition and/or voting of all of the
shares beneficially owned by PTGA, may be restricted by Federal
and California state bank regulatory authorities. See Item 5.
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Item 1. Security and Issuer.
This statement relates to shares of Class A Common Stock of
The San Francisco Company ("Issuer"). The address of Issuer's
principal executive offices is 550 Montgomery Street, San
Francisco, California 94111.
Item 2. Identity and Background.
(a)-(c) PTGA is a corporation organized under Indonesian
law. The address of PTGA's executive offices is 55 M.H. Thamrin
Street, Jakarta, Indonesia. PTGA is a holding company whose
subsidiaries are engaged in diversified businesses, including
wholesale and retail trading, manufacturing, mining, real estate
and financial services. The name, business address, present
principal occupation or employment and citizenship of each of the
directors and executive officers of PTGA are set forth in Annex A
hereto and are incorporated herein by reference.
PT Kosgoro, a corporation organized under Indonesian law,
owns 47% of PTGA. The address of PT Kosgoro's executive offices
is 34 Teuku Tjik Ditiro Street, Central Jakarta, Indonesia. PT
Kosgoro's principal businesses are agriculture, real estate and
trading. PT Kosgoro is wholly owned by four individuals, Hayono
Isman, Martono, Wahyu Widodo and Bambang Sentanu. These
individuals have declared that their ownership interests in PT
Kosgoro are intended to be for the benefit of the 14 million
members of Kosgoro. Kosgoro was established in 1957 by a group of
veterans of the student army involved in the struggle for
independence of the Republic of Indonesia. The name, business
address, present principal occupation or employment and
citizenship of each of Hayono Isman, Martono, Wahyu Widodo and
Bambang Sentanu and of each other director or executive officer
of PT Kosgoro are set forth in Annex B hereto and are
incorporated herein by reference.
PT Trimuda, a corporation organized under Indonesian law,
owns 31% of PTGA. The address of PT Trimuda's executive offices
is 53 M.H. Thamrin Street, Jakarta, Indonesia. PT Trimuda is a
trading company. PT Trimuda is wholly owned by three individuals,
Marcel Maulana, Erik Boy Kosasie and Hayono Isman. The name,
business address, present principal occupation or employment and
citizenship of each of Marcel Maulana, Erik Boy Kosasie and
Hayono Isman, who are also the directors and
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executive officers of PT Trimuda, are set forth in Annex C hereto
and are incorporated herein by reference.
(d) Not Applicable.
(e) Not Applicable.
Item 3. Source and Amount of Funds or Other Consideration.
PTGA acquired 16,600,845 shares of Issuer's Class A Common
Stock in a series of transactions from 1992 to 1995 for a total
of approximately $32 million. The sources of these funds were as
follows: approximately $8 million from working capital and
approximately $24 million from loan proceeds. The loans were
provided by two banks: $20 million from The PT Indopac Perdana
Finance, LTD. Corporation (Bank Pacific Group) (the "Bank Pacific
Loans") and approximately $4 million from PT Bank Dharmala (the
"Bank Dharmala Loan" and, together with the Bank Pacific Loans,
the "Loans").
Item 4. Purpose of Transaction.
(a) - (j) Except as described below, PTGA has no such plans
or proposals. The purpose of PTGA's purchases of Issuer's Class A
Common Stock was and is solely for investment purposes. PTGA does
not, and has never had, an intent to control, and has never
attempted or actually controlled, the business, operations,
governance or policies of Issuer in any way. PTGA has never been
represented on Issuer's Board of Directors and has never sought
such representation. See Item 5.
PTGA is in the process of considering its alternatives with
respect to the PTGA Shares (defined in Item 5), and it is
anticipated that (a) the PTGA Shares and the Masagung Shares
(defined in Item 5) will be deposited into a voting trust
pursuant to a Voting Trust Agreement acceptable to Federal and
California state bank regulatory authorities with a Voting
Trustee to be identified (which 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 the Voting
Trustee the exclusive right to vote such Shares, and (ii) provide
that the Voting Trustee shall sell all of such Shares within a
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specified period of time. Any such action may result in one or
more of the events described in Item 4 (a) - (j). See Item 5.
Item 5. Interest in Securities of the Issuer.
(a)-(b) PTGA beneficially owns 16,600,845 shares (or
approximately 52.3%) of Issuer's Class A Common Stock (the "PTGA
Shares"). Putra Masagung is the record holder of an additional
14,426,457 shares (or approximately 45.5%) of Issuer's Class A
Common Stock (the "Masagung Shares"). All of the PTGA Shares are
held in the name of Putra Masagung and Mr. Masagung has
previously reported ownership of all of the PTGA Shares and
Masagung Shares.
The PTGA Shares were acquired without prior approval of
Federal and California state bank regulatory authorities. PTGA's
ability to exercise certain stockholder rights, including with
respect to the disposition and/or voting of all of the PTGA
Shares, may be restricted by such authorities. PTGA has been
involved in discussions with the Federal and California state
bank regulatory authorities regarding an appropriate resolution
of these matters. Subject to the foregoing, PTGA has sole voting
and dispositive power with respect to all of the PTGA Shares.
PTGA does not have any shared voting or dispositive power with
respect to the Masagung Shares. See Item 4 and Item 6.
While PTGA disclaims that Mr. Masagung and PTGA form a
"group" for purposes of the U.S. securities laws and PTGA and Mr.
Masagung 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. PTGA has no other contract, arrangement,
understanding or relationship with Mr. Masagung (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
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arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described in Item 5, PTGA has no contract,
arrangement, understanding or relationship with Mr. Masagung 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. PTGA is
in the process of considering its alternatives with respect to
the PTGA Shares, including depositing the PTGA 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 a third
party as described in Item 4.
Item 7. Materials to be Filed as Exhibits.
1. Notarial Deed.
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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.
November 2, 1998
PT GUNUNG AGUNG
/s/ Lego Nirwhono
---------------------------
Name: Lego Nirwhono
Title:President Director
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ANNEX A
Identity and Background
-----------------------
The following table sets forth the names, addresses and
principal occupations of the executive officers and directors of
PT Gunung Agung. The principal business address of each such
director and executive officer is the address PT Gunung Agung, 55
M.H. Thamrin Street, Jakarta, Indonesia. Each of such persons is
a citizen of Indonesia.
Name Occupation
Lego Nirwhono President Director of PTGA
Tanto Sudiro Managing Director of PTGA
Bambang W. Suharto Chairman of the Board of
Directors of PTGA
Setya Novanto Member of the Board of
Directors of PTGA
Haji Muhammad Uncu Natsir Member of the Board of
Directors of PTGA
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ANNEX B
Identity and Background
-----------------------
The following table sets forth the names, addresses and
principal occupations of Hayono Isman, Martono, Wahyu Widodo and
Bambang Sentanu and each of the executive officers and directors
of PT Kosgoro. Except as set forth below, the principal business
address of each such person is the address PT Kosgoro, 34 Teuku
Tjik Ditiro Street, Central Jakarta, Indonesia. Each of such
persons is a citizen of Indonesia.
Name Occupation
Hayono Isman Director of PT Kosgoro
Martono Chairman of the Board of
Directors of PT Kosgoro
Wahyu Widodo Managing Director of PT Kosgoro
Bambang Sentanu
M. W. Soedarto Member of the Board of
Directors of PT Kosgoro
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ANNEX C
Identity and Background
-----------------------
The following table sets forth the names, addresses and
principal occupations of each of the executive officers and
directors of PT Trimuda. The principal business address of each
such director and executive officer is the address PT Trimuda, 53
M.H. Thamrin Street, Jakarta, Indonesia. Each of such persons is
a citizen of Indonesia.
Name Occupation
Marcel Maulana Head Director of PT Trimuda
Erik Boy Kosasie Director of PT Trimuda
Hayono Isman Member of the Board of
Directors of PT Trimuda
and Director of PT Kosgoro
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Exhibit Description
Number
- -----------------------------------------------------------------
1. Notarial Deed.
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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
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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:
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
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(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 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.
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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 either 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.
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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 and 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:
1. Miss NI NYOMAN RAI SUMAWATI, Sarajana Hukum, Candidat
Notaris, and
2. Miss ERLINDA RIDWAN PRASETYO, 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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