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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. ______)*
GBC BANCORP
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
361475106
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(CUSIP Number)
Mr. Li-Pei Wu Tel. No. (213) 972-4118
c/o General Bank
800 West Sixth Street, Los Angeles, CA 90017
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1995
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(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 13d-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.
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 ("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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SCHEDULE 13D
CUSIP NO. 361475106 Page 2 of 7 Pages
<TABLE>
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Li-Pei Wu
SS No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER 7 SOLE VOTING POWER
OF 407,073
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,075
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 407,073
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10 SHARED DISPOSITIVE POWER
9,075
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,148
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*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.
2 of 7
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ITEM 1. SECURITY AND ISSUER
Security: Common Stock, No Par Value
Name of Issuer: GBC Bancorp
Address of Issuer's Principal executive offices:
800 West Sixth Street
Los Angeles, CA 90017
ITEM 2. IDENTITY AND BACKGROUND
(a) Name:
Li-Pei Wu
(b) Residence or business address:
2126 Camino San Rafael
Glendale, CA 91206
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted.
Chairman of the Board, President and Chief Executive Officer of (i)
GBC Bancorp, and (ii) General Bank (a wholly owned subsidiary of
GBC Bancorp), both at 800 West Sixth Street, Los Angeles, CA 90017.
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or
other disposition of the case.
No. Not applicable.
(e) Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
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subject to, federal or state securities laws or finding any
violation with respect to such laws; and, if so, identify and
describe such proceedings and summarize the terms of such judgment,
decree of final order.
No. Not applicable.
(f) Citizenship.
U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Restated Employment Agreement between the reporting
person and the issuer, the reporting person now holds an option under
the GBC Bancorp Amended and Restated 1988 Stock Option Plan to purchase
an aggregate of 462,000 shares of common stock of the issuer at a price
of $13.18 per share, exercisable in seven cumulative annual installments
of 66,000 shares, the first of which became exercisable on June 1, 1992,
the remainder of which became exercisable commencing January 1, 1993,
and continuing thereafter on each of the first five (5) anniversaries
thereof. Accordingly, on January 1, 1996, such employee-held options to
acquire 66,000 shares of the issuer became exercisable. If exercised
now, at the aforesaid exercise price, $869,880 would be required for the
reporting person to exercise the options which became exercisable on
January 1, 1996. No such options, however, have been exercised.
ITEM 4. PURPOSE OF TRANSACTION
The issuer's purpose in granting stock options to key employees such as
the reporting person is to add incentives for performance and to
encourage stock ownership in the issuer. The reporting person's purpose
in acquiring the options and the attendant exercise rights is for
investment. The reporting person does not have any plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
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(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The following information is provided as to the aggregate number
and percentage of the class of securities identified pursuant to
Item 1 beneficially owned by the reporting person, including an
identification of those shares which there is a right to acquire:
(i) Aggregate number beneficially owned: 416,148 shares, including
330,000 shares subject to options presently exercisable or
which will become exercisable within 60 days.
(ii) Percentage of class beneficially owned: 5.9%.
(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 407,073
(ii) shared power to vote or to direct the vote: 9,075
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(iii) sole power to dispose or to direct the disposition of:
407,073
(iv) shared power to dispose or to direct the disposition of:
9,075
The following information is provided with respect to the person
with whom the power to vote or to direct the vote or to dispose or
direct the disposition is shared:
(i) Jenny S. Wu
(ii) Residence address:
2126 Camino San Rafael
Glendale, CA 91206
(iii) Present principal occupation: housewife
(iv) During the last five years such person has not been convicted
in a criminal proceeding.
(v) During the last five years, such person was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(vi) Citizenship.
U.S.A.
(c) On January 1, 1996, options held by the reporting person to acquire
66,000 shares of the issuer became exercisable, at the exercise
price of $13.18 per share. These options were granted under the
GBC Bancorp Amended and Restated 1988 Stock Option Plan, and are
part of the stock options granted to the reporting person by the
issuer on December 19, 1991 pursuant to the Restated Employment
Agreement entered into on such date between the reporting person
and the issuer.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an
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investment company registered under the Investment Company Act of
1940 or the beneficiaries of an employee benefit plan, pension fund
or endowment fund is not required.
None.
(e) If applicable, state the date on which the reporting person ceased
to be the beneficial owner of more than five percent of the class
of securities.
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None. Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
May 6, 1996 LI-PEI WU
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Date Signature
Li-Pei Wu
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Name/Title
7
