<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
The San Francisco Company
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
064772106
(CUSIP Number)
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
David M. Niebauer, Esq. J. Michael Shepherd, Esq. John C. Murphy, Jr., Esq.
Graham & James LLP Brobeck, Phleger & Harrison LLP Cleary, Gottlieb, Steen & Hamilton
One Maritime Plaza One Market, Spear Street Tower 2000 Pennsylvania Avenue, N.W.
San Francisco, CA 94114 San Francisco, CA 94105 Washington, D.C. 20006-1801
(415) 954-0200 (415) 442-0900 (202) 974-1500
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 22, 2000
(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.
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).
<PAGE>
CUSIP No. 064772106
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Mr. Robb Evans
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
28,224,533
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
28,224,533 (1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,224,533 (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)
96.3%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
------------------------------------------------------------------------------
2
<PAGE>
(1) As described in Items 4 and 5 (and as previously disclosed by Mr.
Evans in the Schedule 13D that is amended hereby), pursuant to an order of the
Board of Governors of the Federal Reserve System (the "Order") and a Voting
Trust Agreement, among Mr. Robb Evans, PT Gunung Agung and Mr. Putra Masagung
(the "Voting Trust Agreement"), each dated November 30, 1998, all of the shares
beneficially owned by Mr. Evans have been deposited into a voting trust (the
"Voting Trust"), of which Mr. Evans is the trustee (Mr. Evans is hereinafter
occasionally referred to as the "Trustee"). Mr. Evans' ability to exercise
certain stockholders rights, including with respect to the disposition of the
shares beneficially owned by Mr. Evans, are subject to the terms of the Order
and the Voting Trust Agreement. Mr. Evans has sole voting power with respect to
the shares beneficially owned by him, provided that Mr. Evans shall not vote to
alter the articles of incorporation, bylaws, management or business plans of The
San Francisco Company without prior approval of the Board of Governors of the
Federal Reserve System and the California Department of Financial Institutions
and prior notice to PT Gunung Agung and Mr. Putra Masagung. See Items 4 and 5.
3
<PAGE>
CUSIP No. 064772106
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS/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) [X]
(b) [_]
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
13,798,077 (2)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,798,077 (2)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.1%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
------------------------------------------------------------------------------
4
<PAGE>
(2) As described in Item 4 and Item 5, pursuant to the Order and the
Voting Trust Agreement, all of the shares beneficially owned by PTGA have been
deposited into the Voting Trust. PTGA's ability to exercise certain stockholder
rights, including with respect to the disposition of all of the shares
beneficially owned by PTGA, are restricted as a result of the Order and are
subject to the terms of the Voting Trust Agreement. PTGA does not have any
voting power with respect to the shares beneficially owned by it, but its
approval is required before the Trustee may sell its shares. See Items 4 and 5.
5
<PAGE>
CUSIP No. 064772106
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Mr. Putra Masagung
S.S. No. ###-##-####
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
BK
------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indonesia
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
14,426,456 (3)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,426,456 (3)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.2%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
------------------------------------------------------------------------------
6
<PAGE>
(2) As described in Item 4 and Item 5, pursuant to the Order and the
Voting Trust Agreement, all of the shares beneficially owned by Mr. Masagung
have been deposited into the Voting Trust. Mr. Masagung's ability to exercise
certain stockholder rights, including with respect to the disposition of all of
the shares beneficially owned by Mr. Masagung, are restricted as a result of the
Order and are subject to the terms of the Voting Trust Agreement. Mr. Masagung
does not have any voting power with respect to the shares beneficially owned by
him, but his approval is required before the Trustee may sell his shares. See
Items 4 and 5.
7
<PAGE>
Mr. Robb Evans, PT Gunung Agung ("PTGA") and Mr. Putra Masagung hereby
amend and supplement, as set forth below, the Schedule 13D which was filed by
Mr. Evans, PTGA and Mr. Masagung on January 15, 1999, which itself amended and
supplemented the PTGA Schedule 13D and the Masagung Schedule 13D (such statement
on Schedule 13D, the "Schedule 13D"), with respect to Class A Common Stock of
The San Francisco Company. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings ascribed thereto in the
Schedule 13D.
Item 2 of the Schedule 13D is hereby amended to revise the information regarding
the executive officers and directors of PTGA as follows:
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of PTGA. The principal
business address of each such director and executive officer is the address of
PTGA, 55 M.H. Thamrin Street, Jakarta, Indonesia. Each of such persons is a
citizen of Indonesia. Items 2(d) and 2(e) of Schedule 13D are not applicable
with respect to any of such persons.
Name Occupation
-----------------------------------------------------------------------------
Hayono Isman Chairman of the Board of
Directors of PTGA
Widoyo Widodo Member of the Board of Directors of
PTGA
Fauzi Fadlan President Director of PTGA
Ezrin Rosep Member of the Board of Directors of
PTGA
Lego Nirwhono Senior Advisor of PTGA
Tanto Sudiro Senior Advisor of PTGA
Items 4(a)-(j) of the Schedule 13D are hereby amended to add the following
information:
Pursuant to a Stock Redemption Agreement, dated November 19, 1999,
between the Trustee and the Issuer (the "Stock Redemption Agreement"), on
November 22, 1999 (and as reported by the Issuer on Form 8-K filed on November
30, 1999), the Issuer redeemed and retired (the "Redemption") 2,802,769 shares
of Class A Common Stock from the Trustee for the benefit of PTGA. The
redemption price was $0.71358 per share for a total of $2.0 million. The
foregoing description of the Stock Redemption Agreement is qualified in its
entirety by reference to the copy thereof included as Exhibit 3 to this
Amendment and which is hereby incorporated by reference.
On September 22, 2000, the Issuer and its wholly-owned subsidiary,
Bank of San Francisco, entered into an Agreement and Plan of Merger (the "Merger
Agreement") with First Banks America, Inc. and certain of its affiliates
(collectively, "FBA"), pursuant to which FBA has agreed to purchase all of the
issued and outstanding equity securities of the Issuer,
8
<PAGE>
including all issued and outstanding shares of the Issuer's Class A Common
Stock. Under the terms of the Merger Agreement, FBA has agreed to pay $1.95 per
share in cash for each share of the Issuer's Class A Common Stock. Based upon
the foregoing, FBA will pay, in the aggregate, approximately $55.0 million in
cash for the shares of Issuer Class A Common Stock beneficially owned by PTGA
and Mr. Masagung. Consummation of the Merger Agreement and the transactions
contemplated thereby (collectively, the "Merger") is subject to, among other
things, receipt of regulatory approvals and other customary conditions,
including, without limitation, shareholder approvals, performance of and
compliance in all material respects with all obligations and agreements required
to be performed by the Issuer and FBA prior to the Closing Date (as such term is
defined in the Merger Agreement), absence of a breach of the representations and
warranties set forth in the Merger Agreement, receipt of environmental reports
by FBA and no subsequent election by FBA to terminate the Merger Agreement in
accordance therewith, and each party's receipt of all documents required to be
provided to such party by the other party, all such documents in form and
substance reasonably satisfactory to the receiving party.
Based upon his review and analysis of the information made available
to him, the Trustee believes that the sale of the Shares under the terms of the
Merger Agreement would be consistent with his duties and obligations as Trustee,
as set forth in the Voting Trust Agreement. Accordingly, the Trustee has given
FBA his written consent to the Merger ("Trustee's Consent") and has also given
an irrevocable proxy to FBA ("Trustee's Proxy") to vote all of the Shares (which
represent 96.3 percent of the Issuer's issued and outstanding voting shares) in
favor of the Merger. The foregoing description of the Trustee's Consent and the
Trustee's Proxy are qualified in their entirety by reference to the copies of
these documents included as Exhibits 5 and 6, respectively, to this Amendment
and incorporated herein by reference. In addition, PTGA and Mr. Masagung have
each separately notified the Trustee of their approval of the Merger, as
required by the Voting Trust Agreement.
Pursuant to the Merger, the shares of the Issuer purchased by FBA will
be cancelled, the Issuer will become a wholly-owned subsidiary of FBA and
existing holders of the Issuer's equity securities will no longer hold any
ownership interest in the Issuer. As a result of this change in control of the
Issuer, and largely depending upon various factors subject to FBA's discretion
(e.g., FBA's management philosophy, its overall strategic plans and its specific
plans for integrating the Issuer into its operations), the Trustee believes that
one or more of the following may occur (or, in certain cases, is likely to
occur) after consummation of the Merger: (i) a change in the present board of
directors or management of Issuer, (ii) a material change in the present
capitalization or dividend policy of the Issuer, (iii) other material changes in
the Issuer's business or corporate structure, (iv) changes in the Issuer's
charter, bylaws or instruments corresponding thereto or actions which may impede
the acquisition of control of the Issuer by any person, (v) a class of
securities of the Issuer being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, or (vi) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934.
The Voting Trust Agreement stipulates that, upon consummation of the
Merger, the Trustee shall pay to the Board of Governors of the Federal
9
<PAGE>
Reserve System, on behalf of PTGA and out of the proceeds received from the sale
of shares owned by PTGA, a civil money penalty of $200,000, plus any profit
resulting from PTGA's acquisition and control of the Issuer. Mr. Masagung must
pay a civil money penalty to the Board of Governors of the Federal Reserve
System equal to his profit from any acquisition of control of the Issuer (See
Items 5(b)-(c)). After giving effect to the aforementioned civil money penalty
and reimbursement of the Trustee's fee and expenses, as provided for by the
Voting Trust Agreement, the remaining proceeds from the sale of the Shares will
be distributed by the Trustee, on a pro rata basis, to PTGA and Mr. Masagung.
Subject to receipt of regulatory approvals and certain other
conditions, the Issuer and FBA expect the Merger to be completed by December 31,
2000. The foregoing discussion of the Merger Agreement and the Merger is
qualified in its entirety by reference to the Merger Agreement, a copy of which
is included as Exhibit 4 to this Amendment and incorporated herein by reference.
Item 5(a) of the Schedule 13D is hereby amended in its entirety to read as
follows:
(a) After giving effect to the Redemption, Mr. Evans beneficially owns
28,224,533 shares (or approximately 96.3%) of the Issuer's Class A Common Stock.
PTGA beneficially owns 13,798,077 shares (or approximately 47.1%) of the
Issuer's Class A Common Stock. Mr. Masagung beneficially owns 14,426,456 shares
(or approximately 49.2%) of the Issuer's Class A Common Stock. Upon
consummation of the Merger, neither PTGA nor Mr. Masagung would own,
beneficially or otherwise, any shares of the Issuer's Class A Common Stock or
any other securities of the Issuer.
Item 5(c) of the Schedule 13D is hereby amended to add the following
information:
Pursuant to the Stock Redemption Agreement, on November 22, 1999, the
Issuer redeemed and retired 2,802,769 shares of Class A Common Stock from the
Trustee for the benefit of PTGA. The redemption price was $0.71358 per share
for a total of $2.0 million. The foregoing description of the Stock Redemption
Agreement is qualified in its entirety by reference to the copy thereof included
as Exhibit 3 to this Amendment and which is hereby incorporated by reference.
Item 7 of the Schedule 13D is hereby amended to add the following exhibit:
3. Stock Redemption Agreement, dated November 19, 1999, between Mr.
Robb Evans, as Trustee and The San Francisco Company.
4. Agreement and Plan of Merger dated as of September 22, 2000, by
and among First Banks, Inc., First Banks America, Inc., Redwood Bank, The San
Francisco Company and Bank of San Francisco.
5. Written Consent of Robb Evans, as Trustee, to the Merger
Agreement and the Merger, dated effective September 22, 2000.
6. Letter dated September 22, 2000, from Trustee to FBA appointing
certain officers of FBA as proxies, attorneys and agents of the
10
<PAGE>
Trustee, with full power of substitution, in respect of the Merger Agreement and
the Merger.
11
<PAGE>
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.
October 31, 2000
ROBB EVANS
/s/ ROBB EVANS
--------------
12
<PAGE>
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.
October 16, 2000
PT GUNUNG AGUNG
/s/ Fauzi Fadlan
----------------------------
Name: Fauzi Fadlan
Title: President Director
/s/ Lego Nirwhono
---------------------------
Name: Lego Nirwhono
Title: Senior Advisor
13
<PAGE>
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.
December 19, 2000
PUTRA MASAGUNG
/s/ PUTRA MASAGUNG
------------------
14
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description
Number
-------------------------------------------------------------------------
<S> <C>
3. Stock Redemption Agreement, dated November 19, 1999,
between Mr. Robb Evans, as Trustee and The San Francisco
Company.
4. Agreement and Plan of Merger dated as of September 22,
2000, by and among First Banks, Inc., First Banks America,
Inc., Redwood Bank, The San Francisco Company and Bank of
San Francisco.
5. Written Consent of Robb Evans, as Trustee, to the Merger
Agreement and the Merger, dated effective September 22,
2000.
6. Letter dated September 22, 2000, from Robb Evans, as
Trustee, to First Banks America, Inc., appointing certain
officers of FBA as proxies, attorneys and agents of the
Trustee, with full power of substitution, in respect of
the Merger Agreement and the Merger.
</TABLE>
15
