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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
PBOC HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
69316G 10 8
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(CUSIP Number)
Aaron Au
Trustees of the Estate of
Bernice Pauahi Bishop
567 South King Street
Suite 200
Honolulu, Hawaii 96813
(808) 523-6319
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 1, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP No. 69316G 10 8 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trustees of the Estate of Bernice Pauahi Bishop
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hawaii
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 4,759,848
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,759,848
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,759,848
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 69316G 10 8 13D Page 3 of 6 Pages
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Item 1. Security and Issuer
The securities as to which this Schedule 13D ("Schedule") relate are the shares
of common stock, $0.01 par value per share ("Common Stock"), of PBOC Holdings,
Inc. (the "Issuer"). The address of the Issuer's principal executive office is
5900 Wilshire Boulevard, Los Angeles, California 90036.
Item 2. Identity and Background
(a) Name of Person Filing:
Trustees of the Estate of Bernice Pauahi Bishop ("Reporting Persons")
(b) State or Other Place of Organization:
Hawaii
(c) Principal Business:
The Reporting Persons are the Trustees of the Estate of Bernice Pauahi
Bishop, also known as Kamehameha Schools, a charitable educational trust
established under Hawaii law.
(d) Address of Principal Business:
567 South King Street, Suite 200, Honolulu, Hawaii 96813.
(e) Address of Principal Office:
567 South King Street, Suite 200, Honolulu Hawaii 96813.
(f) The Reporting Persons have not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(g) The Reporting Persons have not, during the last five years, been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which 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 a finding of any
violation with respect to such laws.
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CUSIP No. 69316G 10 8 13D Page 4 of 6 Pages
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Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The Reporting Persons have entered into the transaction described in Item 6 in
order to dispose of their entire interest in the Issuer.
See Item 6 for a description of a change in the Reporting Persons' right to
appoint members of the issuer's board of directors.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons beneficially own 4,759,848 shares of Common
Stock of the Issuer, which represents approximately 23.9% of the
outstanding shares of Common Stock.
(b) The Reporting Persons have sole voting power with respect to
4,759,848 shares of Common Stock. The Reporting Persons have sole
dispositive power over the 4,759,848 shares of Common Stock, subject to
the Stock Purchase Agreement described in Item 6, under which, subject
to certain contingencies, the Reporting Persons have agreed to transfer
all of the shares to the purchasers described in the Stock Purchase
Agreement.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On November 1, 2000, the Reporting Persons entered into a Stock Purchase
Agreement with FBOP Corporation for the sale of the 4,759,848 shares of the
Issuer's common stock beneficially owned by the Reporting Persons (the
"Shares"), at a price of $10 per share. The obligation of the purchaser to
purchase the Shares, and the obligation of the Reporting Persons to sell the
Shares, is subject to certain conditions, including approval of applicable
federal bank regulatory agencies.
On September 21, 1999, the Issuer, the Reporting Persons, BIL Securities
(Offshore) Limited and Arbur, Inc. entered into a First Amendment to
Stockholders' Agreement, amending the Stockholders' Agreement originally entered
into by the same parties on April 20, 1998. The original Stockholders Agreement
provided that the Reporting Persons were entitled to designate two, one or no
nominees to serve on the Issuer's board depending on the Reporting Persons'
percentage of ownership. The Amendment provides that the Reporting Persons may
appoint one or no nominees depending on the Reporting Persons' percentage of
ownership.
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CUSIP No. 69316G 10 8 13D Page 5 of 6 Pages
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On December 2, 1999, the Reporting Persons entered into a Rebuttal of
Control Agreement with the Office of Thrift Supervision, in connection with the
de-registration of the Reporting Persons as a savings and loan holding company.
In the agreement, the Reporting Persons agree not to take certain actions that
might otherwise be deemed to constitute control of PBOC.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Stock Purchase Agreement by and between FBOP Corporation or its
Affiliate(s) and Trustees of the Estate of Bernice Pauahi Bishop,
Dated as of November 1, 2000.
Exhibit 2 First Amendment to Stockholders' Agreement by and among PBOC
Holdings, Inc., the Reporting Persons, BIL Securities (Offshore)
Limited and Arbur, Inc, dated September 21, 1999.
Exhibit 3 Rebuttal of Control Agreement between the Reporting Persons and
the Office of Thrift Supervision, dated December 2, 1999.
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CUSIP No. 69316G 10 8 13D Page 6 of 6 Pages
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Signatures
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
TRUSTEES OF THE ESTATE OF BERNICE PAUAHI BISHOP
November 13, 2000 By: /s/ Ronald Dale Libkuman
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RONALD DALE LIBKUMAN
November 13, 2000 By: /s/ Francis Ahloy Keala
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FRANCIS AHLOY KEALA
November 13, 2000 By: /s/ Robert Kalani Uichi Kihune
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ROBERT KALANI UICHI KIHUNE
