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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
National Mercantile Bancorp
(Name of Issuer)
6.5% Noncumulative Convertible Preferred Stock
and
Common Stock
(Title of Class of Securities)
636912-10-7
(CUSIP Number)
Mr. Michael Dreyer
Dreyer, Edmonds & Associates
An Accountancy Corporation
355 South Grand Avenue, Suite 4150
Los Angeles, CA 90071-1560
(213) 683-8790
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1997
(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 [ ].
______________________
*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).
(Page 1 of 6 Pages)
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CUSIP NO. 636912-10-7 13D Page 2 of 6 Pages
9830 Investments No. 1, Ltd., a California limited partnership
("Partnership"), hereby files this Amendment No. 2 to Schedule 13D relating to
the common stock (the "Common Stock") and the 6.5% Noncumulative Convertible
Preferred Stock (the "Preferred Stock," and together with the Common Stock, the
"Stock") of National Mercantile Bancorp (the "Issuer"). As required by Rule
13d-2(c), this Amendment No. 2 restates (with appropriate updating) the entire
text of the Schedule 13D. This Amendment reports a reduction in the reporting
person's ownership of the fully diluted Stock of the Issuer as a result of
transactions described further in Item 5.
1 Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons (Entities Only)
9830 Investments No. 1, Ltd., a California limited partnership
EIN 95-4232429
2 Check the appropriate box if a member of a Group*:
(a) [ ]
(b) [ ]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
California
7 Number of shares beneficially owned by each Reporting Person with Sole
Voting Power:
63,282 shares of Preferred Stock, convertible into 63,282 shares of
Common Stock
8 Number of shares beneficially owned by each Reporting Person with Shared
Voting Power:
-0-
9 Number of shares beneficially owned by each Reporting Person with Sole
Dispositive Power:
63,282 shares of Preferred Stock, convertible into 63,282 shares of
Common Stock
10 Number of shares beneficially owned by each Reporting Person with Shared
Dispositive Power:
-0-
11 Aggregate amount beneficially owned by each Reporting Person:
63,282 shares of Preferred Stock, convertible into 63,282 shares of
Common Stock
12 Check Box if the aggregate amount in Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
7% of the outstanding shares of Preferred Stock, representing 5.1% of
the voting power of all Stock and 15.8% of the voting power of the
Common Stock that would be outstanding if the reporting person
converted its shares of Preferred Stock and no other holder did.
14 Type of Reporting Person*:
PN
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CUSIP NO. 636912-10-7 13D Page 3 of 6 Pages
Item 1. Security and Issuer
Title of Class: 6.5% Noncumulative Convertible Preferred Stock (the
"Preferred Stock") and Common Stock (the "Common
Stock") of the Issuer. The Preferred Stock and Common
Stock are referred to collectively as the "Stock."
Issuer: National Mercantile Bancorp ("Issuer")
1840 Century Park East
Los Angeles, California 90067
Item 2. Identity and Background
This statement is made and filed by 9830 Investments No. 1, Ltd., a
California limited partnership (the "Partnership").
The principal business of the Partnership is to hold an equity interest
in the Issuer. The general partner of the Partnership is OMH, Inc., a
California corporation formerly called Creative Artists Agency, Inc. (the
"General Partner") and the successor by merger to the position of its former
wholly-owned subsidiary, Creative Subsidiary No. 3, Inc., which was the original
general partner of the Partnership. The principal business of the General
Partner is making and holding investments. The address of the principal
business and principal office of both the Partnership and the General Partner
is: c/o Dreyer, Edmonds & Associates, an Accountancy Corporation, 355 South
Grand Avenue, Suite 4150, Los Angeles, California 90071. During the past five
years, neither the Partnership nor the General Partner has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it or he 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.
The executive officers and directors of the General Partner are Michael
Dreyer, Robert Goldman, William Haber, Michael Ovitz and Michael Rubel, each of
whom is a citizen of the United States. Mr. Dreyer is a business manager and
certified public accountant with the firm of Dreyer, Edmonds & Associates, which
is an accountancy corporation. His and such firm's business address is 355
South Grand Avenue, Suite 4150, Los Angeles, California 90071. Messrs. Goldman
and Rubel are officers of Creative Artists Agency, LLC, a talent agency. Their
business address is the address of such firm, which is 9830 Wilshire Boulevard,
Beverly Hills, California. Mr. Haber is principally employed with Save the
Children Foundation, a charitable organization. His and such firm's business
address is 54 Wilton Road, P.O. Box 950, Westport, Connecticut 06880. Mr. Ovitz
is a private investor making and holding investments for his own account, whose
business address is 9465 Wilshire Boulevard, Suite 750, Beverly Hills,
California 90212.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for all acquisitions of Stock by the Partnership
has been capital contributions to the Partnership by its general and limited
partners. The Partnership originally acquired 31,640 shares of Common Stock in
February 1990 (as adjusted for a 1-for-9.09 reverse stock split effected by the
Issuer in June 1997) for an aggregate of $3,163,765. On June 23, 1997, the
Partnership paid an additional $632,820 to the Issuer for 63,282 shares of
Preferred Stock. Such shares were acquired upon a pro rata exercise of
subscription rights distributed by the Issuer pro rata to all holders of its
Common Stock pursuant to a rights offering registered on a registration
statement on Form S-2 (File No. 333-21455).
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CUSIP NO. 636912-10-7 13D Page 4 of 6 Pages
Item 4. Purpose of Transaction
The Partnership acquired all shares of Stock, including those shares it
presently owns, for investment. In the ordinary course of business, the
Partnership reviews the performance of its investment on a continuing basis.
Depending on various factors, including the Issuer's business affairs,
prospects, financial position, price levels of shares of the Preferred Stock and
the Common Stock, conditions in the securities markets, general economic and
industry conditions, as well as other opportunities available to it, the
Partnership will take such actions with respect to its investment in the Issuer
as it deems appropriate in light of the circumstances existing from time to
time. The Partnership may purchase additional shares of Preferred Stock and/or
Common Stock through open market purchases or privately negotiated transactions,
tender offer or otherwise, or may, and hereby 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.
As part of its ongoing review of its investment in the Preferred Stock,
the Partnership may explore from time to time in the future a variety of
alternatives, including, without limitation: (a) 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; (d) a change in the present board of directors or management
of the Issuer; (e) a 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; (g) 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; (h) causing a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (i) any action similar to any of
those enumerated above. There is no assurance that the Partnership will develop
any plans or proposals with respect to any of the foregoing matters. Any
alternatives which the Partnership may pursue will depend upon a variety of
factors, including, without limitation, current and anticipated future trading
prices for the Preferred Stock and the Common Stock, the financial condition,
results of operations and prospects of the Issuer and general economic,
financial market and industry conditions.
Although the foregoing describes activities and possibilities which the
Partnership reserves the right to consider in the future, the Partnership has no
plans or proposals with respect to any of the matters set forth in paragraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The Partnership originally acquired 31,640 shares of Common Stock in
February 1990 (as adjusted for a 1-for-9.09 reverse stock split effected by the
Issuer in June 1997). At the time, the Issuer had only Common Stock
outstanding, and the Partnership's interest represented approximately 9.8% of
the Common Stock then outstanding.
In June 1997, the Issuer effected a recapitalization plan, pursuant to
which it issued Preferred Stock to certain new investors and offered all of its
then existing holders of Common Stock the right to subscribe pro rata for up to
two shares of Preferred Stock for each share of Common Stock then held. The
recapitalization plan was the subject of a registration statement on Form S-2
(File No. 333-21455), as well as a proxy statement. Each share of Preferred
Stock was and is convertible into Common Stock on a share-for-share basis and
votes on a share-for-share basis on all matters on which Common Stock may be
voted. In the Issuer's proxy statement distributed in connection with the
recapitalization, the Issuer noted that, as a result of the recapitalization, a
holder of Common Stock would experience a minimum dilution of 18% (even if it
exercised its subscription rights in full) and a maximum dilution of 72% in such
holder's voting rights and interest in future net earnings. As noted above in
response to Item 3, on June 23, 1997, the Partnership exercised its subscription
rights on a pro rata basis to acquire 63,282 shares of Preferred Stock at $10
per share, but by virtue of such terms of the recapitalization, the
Partnership's voting rights in, and participation in the financial results of,
the Issuer were actually diluted despite such purchase upon exercise of its pro
rata rights.
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CUSIP NO. 636912-10-7 13D Page 5 of 6 Pages
On December 12, 1997, the Partnership sold 13,122 shares of Common
Stock in a privately negotiated transaction for $13.50 per share, and on
December 15, 1997, it sold an additional 18,518 shares of Common Stock in a
privately negotiated transaction for $13.50 per share. Such shares constituted
all of the 31,640 shares of Common Stock that the Partnership had acquired in
1990, and, as a result, at the date hereof, the Partnership now owns only the
Preferred Stock it acquired in the pro rata rights offering described in the
preceding paragraph under this Item 5.
Consequently, the Partnership currently beneficially owns 63,282 shares
of Preferred Stock which are convertible into 63,282 shares of Common Stock on a
share-for-share basis. The Partnership has sole voting and investment power as
to these shares. Such ownership represents approximately 7.0% of the outstanding
Preferred Stock and approximately 5.1% of the voting power of all Stock -- both
outstanding Common Stock and outstanding Preferred Stock. If, in accordance
with the last sentence of Rule 13d-3(d)(1)(i), it were assumed that the
Partnership converted all of its shares of Preferred Stock into Common Stock and
no one else did, then the Partnership would directly own 15.8% of the then
outstanding Common Stock, but the Partnership's percentage of the voting power
of all classes of Stock would remain at 5.1%. Such percentage calculations are
based upon the shares of Stock outstanding as disclosed in the Issuer's
quarterly report on Form 10-Q for the quarter ended September 30, 1997.
In addition to shares of Stock owned by the Partnership, Mr. Goldman
and his wife beneficially own 412 shares of Common Stock, over which they have
sole voting and investment power. No other person named in Item 2 of this
statement beneficially owns any shares of the Issuer's Stock, and except as
described above, no person named in Item 2 of this statement has effected any
transactions in shares of the Preferred Stock or Common Stock in the past sixty
(60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
There do not exist any contracts, arrangements, undertakings or
relationships (legal or otherwise) among the persons named in Item 2 of this
statement or between such persons and any other person or persons with respect
to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
There do not exist any written agreements, contracts, arrangements,
understandings, plans or proposals required to be filed pursuant to Item 7 of
Schedule 13D.
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CUSIP NO. 636912-10-7 13D Page 6 of 6 Pages
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.
Date: December 31, 1997 9830 Investments No. 1, Ltd.
A California Limited Partnership
By: OMH, Inc.
a California corporation,
General Partner
By: /s/
Michael Dreyer
Chief Financial Officer
