SJNB FINANCIAL CORP
SC 13G, 1999-02-16
STATE COMMERCIAL BANKS
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No. )*



                              SJNB FINANCIAL CORP.
- --------------------------------------------------------------------------------
                                (Name of Issuer)



                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    784273104
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 1998
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Statement
is filed:


         Rule 13d-1(b)

         Rule 13d-1(c)

   __X__ Rule 13d-1(d)
       

         * 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 the disclosures provided in a prior cover page.

         The information  required in 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).

                         (Continued on following pages)

                               Page 1 of 5 Pages

                               


<PAGE>



- --------------------------------------------------------------------------------

CUSIP No.  784273104
- --------------------------------------------------------------------------------

    1       NAMES OF REPORTING PERSONS:      JAMES R. KENNY
- --------------------------------------------------------------------------------

    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                       (a)___
                                                                       (b)_X_ 
- --------------------------------------------------------------------------------

    3       SEC USE ONLY
- --------------------------------------------------------------------------------

    4       CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA
- --------------------------- --------- ------------------------------------------
   
                             
                            5   SOLE VOTING POWER            80,285 (see Item 4)
                                ------------------------------------------------
   NUMBER OF SHARES         6   SHARED VOTING POWER          49,679 (see Item 4)
BENEFICIALLY OWNED BY           ------------------------------------------------
EACH REPORTING PERSON       7   SOLE DISPOSITIVE POWER       80,285 (see Item 4)
         WITH                   ------------------------------------------------
                            8   SHARED DISPOSITIVE POWER     49,679 (see Item 4)
- --------------------------------------------------------------------------------
     9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY
            EACH REPORTING PERSON                           129,964 (see Item 4)
- --------------------------------------------------------------------------------
    10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
            EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                       ___
- --------------------------------------------------------------------------------
    11      PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)                              5.26% (see Item 4)
- --------------------------------------------------------------------------------
    12      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                       IN
- --------------------------------------------------------------------------------
                               Page 2 of 5 Pages

<PAGE>


Item 1.   Information Regarding Issuer.

         (a)  Name of Issuer:  SJNB Financial Corp.

         (b)  Address of Issuer's Principal Executive Offices:  One North Market
              Street, San Jose, California 95113.

Item 2.   Information Regarding Person Filing and Issuer's Securities.

         (a)  Name of Person Filing:  Mr. James R. Kenny

         (b)  Address of Principal Business Office or, if none, Residence:

              Mr. Kenny's principal business address is:  SJNB Financial Corp.,
              One North Market Street, San Jose, California 95113.

         (c)  Citizenship:  Mr. Kenny  is  a  citizen  of  the United States  of
              America.

         (d)  Title of Class of Securities:  The common stock  of SJNB Financial
              Corp. ("Common Stock").

         (e)  CUSIP Number:  784273104.

Item 3.

          Not applicable.

Item 4.   Ownership.

                (a) Amount of Common Stock  Beneficially  Owned:  As of December
           31, 1998, Mr. Kenny was deemed for reporting purposes to beneficially
           own 129,964 shares of Common Stock.  This amount  includes (i) 49,679
           shares of Common  Stock  held by the San Jose  National  Bank Cash or
           Deferred  Profit-Sharing  Plan (the  "Plan") of which Mr.  Kenny is a
           Trustee (the "Plan Shares"),  (ii) 57,200 shares of Common Stock held
           in Mr.  Kenny's own name,  (iii) 3,085 shares of Common Stock held in
           the Plan that are  vested  for the  account  of Mr.  Kenny,  and (iv)
           20,000  shares of Common Stock that may be acquired by Mr. Kenny upon
           the exercise of stock options within 60 days.

           Mr. Kenny disclaims beneficial ownership as to the Plan Shares.

                (b)  Percent  of Class:  As of  December  31,  1998,  there were
           2,449,791  shares  of the  Issuer's  Common  Stock  outstanding.  The
           129,964 shares of Common Stock deemed to be beneficially owned by Mr.
           Kenny as of December 31, 1998  represented  5.26% of the Common Stock
           outstanding  as of that date  (including  for this purpose the 20,000
           shares of Common  Stock that may be  acquired  by Mr.  Kenny upon the
           exercise of stock options).

                (c) Number of shares of Common  Stock as to which Mr.  Kenny had
           (as of December 31, 1998):

                      (i) sole  power to vote or to direct the vote:  Mr.  Kenny
                beneficially  owned 80,285 shares of Common Stock as to which he
                maintained  the sole power to vote or to direct the vote  (3,085
                of this total represents  shares held by and vested to Mr. Kenny
                as  an  individual  in  the  Plan,  and  20,000  of  this  total
                represents  shares of Common  Stock that may be  acquired by Mr.
                Kenny upon the exercise of stock options).

                      (ii) shared power to vote or to direct the vote: Mr. Kenny
                was deemed for reporting  purposes to be the beneficial owner of
                49,679 shares of Common Stock (consisting of the Plan Shares) as
                to which as a Trustee of the Plan he had shared power to vote or
                to  direct  the vote and as to  which  he  disclaims  beneficial
                ownership.

                      (iii) sole  power to dispose or to direct the  disposition
                of: Mr. Kenny  beneficially  owned 80,285 shares of Common Stock
                as to which he maintained the sole power to dispose or to direct
                the disposition  (3,085 of this total represents  shares held by
                and vested to Mr. Kenny as an individual in the Plan, and 20,000
                of this  total  represents  shares of Common  Stock  that may be
                acquired by Mr. Kenny upon the exercise of stock options).

                      (iv) shared power to dispose or to direct the  disposition
                of:  Mr.  Kenny was  deemed  for  reporting  purposes  to be the
                beneficial owner of 49,679 shares of Common Stock (consisting of
                the  Plan  Shares)  as to which  as  Trustee  of the Plan he had
                shared power to dispose or to direct the disposition.

Item 5.  Ownership of Five Percent or Less of a Class.


              If this  statement  is being  filed to report  the fact that as of
         the date thereof the reporting  person has ceased  to be the beneficial
         owner of more than five percent of the class  of  securities, check the
         following.___

                               Page 3 of 5 Pages
<PAGE>

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

         Not applicable.

Item 7.  Identification and Classification of  the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company.

         Not applicable.

Item 8.  Identification and Classification of Members of the Group.

         Not applicable.

Item 9.  Notice of Dissolution of the Group.

         Not applicable.

Item 10. Certification.

         Not applicable.

                               Page 4 of 5 Pages

<PAGE>


                                    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.

         Dated:  February 12, 1999.


                                                              /s/ James R. Kenny
                                                           ---------------------
                                                                  James R. Kenny
 
                               Page 5 of 5 Pages



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