UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)
SJNB FINANCIAL CORP
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
784273104
(CUSIP Number)
Charles J. Moore
The Banc Funds
208 South LaSalle Street
Chicago, Illinois 60604
(312) 855-6202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
this 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 [ ].
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CUSIP No. 784273104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund III L.P.
2 Check the Appropriate Box If A Member of a Group* (A) [ ]`
(B) [X]
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 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 16,405 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 16,405 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
16,405 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.7%
14 Type of Reporting Person*
PN
2
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CUSIP No. 784273104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Bank Fund III Trust
2 Check the Appropriate Box If A Member of a Group* (A) [ ]
(B) [X]
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 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 50,286 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 50,286 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
50,286 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.0%
14 Type of Reporting Person*
PN
3
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CUSIP No. 784273104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund IV L.P.
2 Check the Appropriate Box If A Member of a Group* (A) [ ]
(B) [X]
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 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 17,728 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 17,728 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
17,728 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.7%
14 Type of Reporting Person*
PN
4
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CUSIP No. 784273104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund IV Trust
2 Check the Appropriate Box If A Member of a Group* (A) [ ]
(B) [X]
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 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 59,621 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 59,621 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
59,621 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.4%
14 Type of Reporting Person*
PN
5
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This statement relates to the Common Stock, no par value ("Common Stock"),
of SJNB Financial Corp. ("SJNB"). The address of the principal executive
offices of SJNB is One North Market Street, San Jose, California 95113.
Item 2. Identity and Background
(a) This statement is filed by Banc Fund III L.P. ("BF III"), an Illinois
Limited Partnership, Bank Fund III Trust ("T III"), Banc Fund IV L.P. ("BF IV"),
an Illinois Limited Partnership, and Banc Fund IV Trust ("T IV"). The business
of the Funds is to provide financing to, and acquire equity interests in, banks
and other depository institutions and holding companies controlling such
entities.
(b) The general partner of BF III is MidBanc III L.P. ("MidBanc III"), an
Illinois limited partnership, whose principal business is to be a general
partner of BF III. The general partner of BF IV is MidBanc IV L.P. ("MidBanc
IV"), an Illinois limited partnership, whose principal business is to be a
general partner of BF IV.
(c) The general partner of MidBanc III is ChiCorp Management III, Inc.
("Management III"), an Illinois corporation, whose principal business is to be a
general partner of MidBanc III. The general partner of MidBanc IV is ChiCorp
Management IV, Inc. ("Management IV"), an Illinois corporation, whose principal
business is to be a general partner of MidBanc IV.
(d) The executive officers and directors of Management III and IV are the
same and are composed of:
Name and Offices in
Present Principal Management
Occupation III and IV
- ----------------- ---------------
John A. Wing Vice President
Chairman and Chief Executive Officer and Director
ABN AMRO Chicago Corporation
Wilbert A. Thiel Treasurer and
President/Treasurer, Director
Chief Operating Officer and Director,
ABN AMRO Chicago Corporation
Perry L. Taylor, Jr. Secretary and
Executive Vice President, Secretary, Director
General Counsel ABN AMRO Chicago Corporation
Charles J. Moore President and
Manager, BF III, T III, Director
BF IV, and T IV
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ABN AMRO Chicago Corporation is an investment services firm and is registered
as a broker/dealer in securities.
(e) The sole stockholder of BF III, IV and ABN AMRO Chicago Corporation is ABN
AMRO Capital Markets Holding, Inc.
(f) The investment manager of T III and T IV is ABN AMRO Chicago Corporation.
(g) The address of the principal business and principal office of BF III, T
III, BF IV, T IV, MidBanc III, MidBanc IV, Management III, Management IV, and
ABN AMRO Chicago Corporation and the business address of each of the persons
named in paragraph (d) is 208 S. LaSalle Street, Chicago, IL 60604.
(h) During the last five years, none of the persons named herein has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgement, 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.
(i) Each of the persons named in paragraphs (d) and (g) is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or other Consideration.
An aggregate of $2,709,168 from the capital of the Funds has been used in
making purchases of 144,040 shares of Common Stock of SJNB.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of SJNB reported herein for purposes of
investment. The Funds may, in the future, purchase additional shares of Common
Stock of SJNB or sell such securities.
The Funds do not have any present plan or proposal which would relate to or
result in transactions of the kind described in paragraphs (a) through (j) of
Item 4 of Schedule 13d-101 of the Securities and Exchange Commission. The Funds
reserve the right, in the future, to adopt such plans or proposals.
Item 5. Interest in Securities of the Issuer.
(a) An aggregate of 144,040 shares of Common Stock are beneficially owned by
the Funds. Such shares of Common Stock represent approximately 5.7% of the
Common Stock of SJNB outstanding as of January 28, 1997. Of said shares, 16,405
shares of Common Stock are beneficially owned by BF III (.7% of the outstanding
shares), while 50,286 shares of Common Stock are beneficially owned by T III
(2.0% of the outstanding shares), while 17,728 shares of Common Stock are
beneficially owned by BF IV (0.7% of the outstanding shares), and 59,621 shares
of Common Stock are beneficially owned by T IV (2.4% of the outstanding shares).
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To the best knowledge and belief of the Funds, no securities of SJNB are owned
by any of the other persons named in Item 2 or by any persons who together with
any of the persons named in Item 2 comprise a group within the meaning of
Section 13(d) (3) of the Securities Exchange Act of 1934, as amended. Anything
to the contrary in this Schedule 13D notwithstanding, each Fund disclaims
beneficial ownership of the shares of Common Stock beneficially owned by the
other Fund.
(b) The Funds have the sole power to vote or to direct the vote, and the sole
power to dispose or to direct the disposition of, all of the shares beneficially
owned by them as set forth in paragraph (a) above.
(c) On January 28, 1997, the Funds' ownership of shares of Common Stock of
SJNB increased to more than 5% of the adjusted outstanding shares of said class.
The Funds have purchased and sold Common Shares on the open market as described
in the table below:
BF III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
12/06/96 $21,964.00 1156 19.000
12/10/96 18,573.00 984 18.875
01/08/97 54,794.13 2903 18.875
01/10/97 12,844.00 676 19.000
01/16/97 20,172.71 1070 18.853
01/28/97 45,558.50 2236 20.375
T III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
12/06/96 $ 67,336.00 3544 19.000
12/10/96 56,927.00 3016 18.875
01/08/97 167,930.88 8897 18.875
01/10/97 39,406.00 2074 19.000
01/16/97 61,837.84 3280 18.853
01/28/97 139,670.62 6855 20.375
BF IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
12/06/96 $23,085.00 1215 19.000
12/18/96 8,644.75 458 18.875
12/18/96 7,961.00 419 19.000
01/08/97 62,212.00 3296 18.875
01/10/97 14,630.00 770 19.000
01/16/97 18,796.44 997 18.853
01/28/97 50,937.50 2500 20.375
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T IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
12/06/96 $ 77,615.00 4085 19.000
12/18/96 29,105.25 1542 18.875
12/18/96 26,771.00 1409 19.000
01/08/97 209,210.50 11084 18.875
01/10/97 49,210.00 2590 19.000
01/16/97 63,214.11 3353 18.853
01/28/97 171,333.37 8409 20.375
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
None
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.
February 7, 1997
BANC FUND III L.P.
By MIDBANC III L.P.,
general partner
By CHICORP MANAGEMENT III, INC.,
general partner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANK FUND III TRUST
By ABN AMRO CHICAGO CORPORATION,
Investment Manager
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, Senior Vice President
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BANC FUND IV L.P.
By MIDBANC IV L.P.,
general partner
By CHICORP MANAGEMENT IV, INC.,
general partner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANC FUND IV TRUST
By ABN AMRO CHICAGO CORPORATION,
Investment Manager
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, Senior Vice President
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