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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. 1)*
National Mercantile Bancorp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
636912107
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(CUSIP Number)
Richard G. Erstad
Faegre & Benson LLP
2200 Norwest Center
90 South 7th Street
Minneapolis, Minnesota 55402
(612) 336-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 12, 1997
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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 / /.
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
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CUSIP NO. 636912107 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Conrad Company, a Montana corporation
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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*
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Montana
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NUMBER OF 7 SOLE VOTING POWER
SHARES 467,079
BENEFICIALLY ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 467,079
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,079
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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)
58.9%
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14 TYPE OF REPORTING PERSON*
CO
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*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.
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock (the "Common Stock") of
National Mercantile Bancorp, a California corporation (the "Issuer"), 1840
Century Park East, Los Angeles, California 90067.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Conrad Company, a Montana corporation
("Conrad"). Conrad's business address and the location of its principal office
is 3800 Dain Bosworth Plaza, P.O. Box 1000, Minneapolis, Minnesota 55480-1000.
Conrad's principal business is to operate as a bank holding company.
Conrad is controlled by Carl R. Pohlad, Trustee of the Revocable Trust
of Carl R. Pohlad Created U/A dated 6/28/91, as Amended, and Eloise O. Pohlad,
Trustee of the Revocable Trust of Eloise O. Pohlad Created U/A 6/28/91, as
Amended, which own 48.506% and 48.500% of the outstanding stock of Conrad,
respectively.
Information with respect to each of Conrad's executive officers,
directors and controlling shareholders is set forth on Schedule I. Each of the
persons listed on Schedule I is a citizen of the United States.
During the last five years, neither Conrad, nor to the best of its
knowledge, any of its respective executive officers and directors listed on
Schedule I hereto, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or during the last five years has
it been a party to a civil proceeding as a result of which it 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 30, 1997, Conrad paid $4,539,570 to the Issuer for 453,957
shares of 6.5% Series A Noncumulative Perpetual Convertible Preferred Stock (the
"Preferred Stock") that are the subject of this statement. The sources of these
funds were cash on hand and a loan from First Bank Minnesota, N.A.
On December 12, 1997, Conrad paid $177,147 for 13,122 shares of Common
Stock purchased from 9830 Investments No. 1 Ltd. The source of these funds was
cash on hand.
ITEM 4. PURPOSE OF TRANSACTION
Conrad acquired the shares of Preferred Stock and Common Stock it
presently owns (the "Mercantile Stock") for investment. While Conrad has no
contract or agreement to purchase shares of Mercantile Stock from any person,
depending on various factors, including the Issuer's business affairs,
prospects, financial position, price levels of shares of Mercantile Stock,
conditions in the securities markets, general economic and industry conditions
as well as other opportunities available to it, and subject to applicable
restrictions in the Issuer's Articles of Incorporation, Conrad will take such
actions with respect to its investment in the Issuer, including the purchase of
additional shares through open market purchases or privately negotiated
transactions, tender offer or otherwise, as it deems appropriate in light of the
circumstances existing from time to time. Conrad may, and reserves the right to,
sell some or all of its holdings in the open market or in privately negotiated
transactions to one or more purchasers under appropriate circumstances.
Except as set forth below, Conrad has no plans or proposals which would
relate to or would result in any of the actions required to be described in Item
4 of Schedule 13D.
Under the terms of the Private Purchase Agreement pursuant to which
Conrad purchased its shares of Preferred Stock, so long as Conrad is a holder of
shares of Preferred Stock, the Issuer is obligated to, at the request of Conrad
and subject to any applicable federal or state banking law or regulation, cause
to be nominated for election as directors of the
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Issuer, and use its reasonable best efforts to cause to be elected, that number
of persons designated by Conrad which Conrad or any affiliate thereof is
entitled to elect based on cumulative voting in the election of directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)- (b) Conrad owns 453,957 shares of Preferred Stock. The Preferred
Stock is convertible into a like number of shares of Common Stock. Conrad also
owns 13,122 shares of Common Stock. Accordingly, Conrad may be deemed to own
467,079 shares of Common Stock, or 58.9% of the outstanding shares of Common
Stock. Conrad has sole voting and investment power as to these shares.
Except as set forth above, neither Conrad nor, to the best of its
knowledge, any of the individuals named in Item 2, is the beneficial owner of
any Common Stock.
(c) On June 30, 1997, Conrad purchased 453,957 shares of Preferred
Stock for $10 per share. The purchase was consummated in Los Angeles,
California pursuant to the terms of a Letter Agreement dated February 6, 1997
between Conrad and the Issuer. On December 12, 1997, Conrad purchased 13,122
shares of Common Stock for $13.50 per share from 9830 Investments No. 1 Ltd.
Neither Conrad nor, to the best of Conrad's knowledge, any of the individuals
named in Item 2, has effected any other transaction in the Common Stock during
the past 60 days.
(d) No 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,
any of the Common Stock.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth below, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 of this Schedule 13D or between such persons and any other person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of such securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or losses,
or the giving or withholding of proxies.
Pursuant to the terms of the Registration Rights Agreement between
Conrad and the Issuer, Conrad is entitled to two requests that the Issuer
register, and the Issuer is obligated to file registration statement under the
Securities Act of 1933, as amended, covering, shares of Common Stock owned by
Conrad at the time of the request (the "Registrable Securities"). Conrad also
has the right to request that the Issuer include the Registrable Securities in
any registration statement proposed to be filed by the Issuer for its own
account and/or upon the request or for the account of any securityholder,
subject to certain limitations with respect to the number of Registrable
Securities that may be included.
Under the terms of the Private Purchase Agreement, so long as Conrad is
a holder of shares of Preferred Stock, the Issuer is obligated to use its
reasonable best efforts to cause to be elected as directors of the Issuer that
number of persons designated by Conrad which Conrad or any affiliate thereof is
entitled to elect based on cumulative voting in the election of directors.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Private Purchase Agreement between the Issuer and Conrad dated as of
February 6, 1997 and as amended on April 30, 1997 (incorporated by reference to
Exhibit 10.22 to the Issuer's Registration Statement on Form S-2, File
No. 333-21455).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
December 17, 1997 /s/ Jay L. Kim
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Date Signature
Jay L. Kim, Vice President
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Name/Title
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF CONRAD COMPANY
The name, business address, present principal occupation or employment, and
the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors,
executive officers and controlling shareholders of Conrad Company is set forth
below. Unless otherwise indicated, each occupation set forth opposite an
executive officer's name refers to employment with Conrad Company.
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NAME POSITION WITH PRESENT PRINCIPAL OCCUPATION BUSINESS ADDRESS
CONRAD COMPANY AND ADDRESS
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Albert J. Colianni, Jr. Executive Vice Executive Vice President 3800 Dain Bosworth Plaza
President and and Chief Operating Officer 60 South Sixth Street
Chief Operating Marquette Bancshares, Inc. Minneapolis, MN 55480
Officer 3800 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55480
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Thomas A. Herbst Director and Director and Executive 3800 Dain Bosworth Plaza
Executive Vice Vice President 60 South Sixth Street
President Marquette Bancshares, Inc. Minneapolis, MN 55480
3800 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55480
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Jay L. Kim Vice President Vice President and 4000 Dain Bosworth Plaza
Corporate Counsel 60 South Sixth Street
Marquette Bancshares, Inc. Minneapolis, MN 55480
3800 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55480
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William P. McKnight Senior Vice Senior Vice President 1650 West 82nd Street
President Marquette Bancshares, Inc. Bloomington, MN 55431
3800 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55480
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Janice Ozzello Wilcox Senior Vice Senior Vice President 3800 Dain Bosworth Plaza
President and Chief and C.F.O. 60 South Sixth Street
Financial Officer Marquette Bancshares, Inc. Minneapolis, MN 55480
3800 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55480
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Carl R. Pohlad, Trustee of the Controlling Director and President 3800 Dain Bosworth Plaza
Revocable Trust of Carl R. Pohlad Shareholder Marquette Bancshares, Inc. 60 South Sixth Street
Created U/A dated 6/28/91, as 3800 Dain Bosworth Plaza Minneapolis, MN 55480
Amended 60 South Sixth Street
Minneapolis, MN 55480
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Eloise O. Pohlad, Trustee of the Controlling None 3800 Dain Bosworth Plaza
Revocable Trust of Eloise O. Shareholder 60 South Sixth Street
Pohlad Created U/A dated 6/28/91, Minneapolis, MN 55480
as Amended
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James O. Pohlad Director and Director and Executive 3800 Dain Bosworth Plaza
President Vice President 60 South Sixth Street
Marquette Bancshares, Inc. Minneapolis, MN 55480
3800 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55480
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Kathi Rogers Vice President Assistant Vice President 4000 Dain Bosworth Plaza
Marquette Bank, N.A. 60 South Sixth Street
8200 Golden Valley Road Minneapolis, MN 55480
Golden Valley, MN 55427
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N. Thomas Wiedebush Senior Vice Director, Chairman and C.E.O. 101 North Main Avenue
President Marquette Bank of South Dakota, N.A. Sioux Falls, SD 57117
101 North Main Avenue
Sioux Falls, SD 57117
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Paige Winebarger Director, Senior Senior Vice President and 3800 Dain Bosworth Plaza
Vice President and General Counsel 60 South Sixth Street
Corporate Secretary Marquette Bancshares, Inc. Minneapolis, MN 55480
3800 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55480
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