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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)
Simpson Manufacturing Co., Inc.
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
829073105
(CUSIP Number)
Carolyn S. Reiser, Esq.
Shartsis Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415)421-6500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 2, 1998
(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 / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 829073105 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Simpson PSB Fund
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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*
00
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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
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 12,500
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 12,500
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
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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)
0.1
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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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SCHEDULE 13D
CUSIP No. 829073105 Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Simpson
Manufacturing Co., Inc., a California corporation ("SMCO"). The principal
executive office of SMCO is located at 4637 Chabot Drive, Suite 200, P.O.
Box 10789, Pleasanton, California 94588.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, are as follows:
(a) Simpson PSB Fund is a California nonprofit public benefit corporation
("PSB"). Charles A. Lee ("Lee") is the president, secretary and a director
of PSB. Jules F. Bonjour, Jr. ("Bonjour") is the vice president and a
director of PSB.
(b) The business address of PSB is 3669 Mount Diablo Boulevard,
Lafayette, California 94549. The business addresses of Lee and Bonjour
are 1 Bates Boulevard, Suite 300, Orinda, California 94563, and 24301
Southland Drive, Hayward, California 94545, respectively.
(c) See Item No. 2(a) and (b) for PSB. Lee and Bonjour are practicing
attorneys. Lee is a partner of Guidotti and Lee, and Bonjour is a
shareholder of Bonjour and Thorman. See Item 2(b) for the business
addresses of these firms.
(d) During the last five years, none of such persons has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of such persons was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
(f) Lee and Bonjour are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as follows:
Purchaser Source of Funds Amount
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PSB Other -0-
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SCHEDULE 13D
CUSIP No. 829073105 Page 4 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION.
PSB acquired the Stock as a gift.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the person named in Item 2 of
this statement is as follows at the date hereof:
<TABLE>
<CAPTION>
Aggregate
Beneficially Owned Voting Power Dispositive Power
---------------------- ---------------------- ----------------------
Name Number Percent Sole Shared Sole Shared
- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
PSB 12,500 0.1 12,500 0 12,500 0
</TABLE>
PSB sold 1,387,500 shares of Stock pursuant to a Registration Statement
on Form S-3 on March 2, 1998, on which date PSB ceased to be the
beneficial owner of more than five percent of the outstanding Stock.
PSB has not effected any other transactions in the Stock since January 2,
1998.
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
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SCHEDULE 13D
CUSIP No. 829073105 Page 5 of 6 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Power of Attorney
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this statement is true, complete and correct.
DATED: June 22, 1998
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SIMPSON PSB FUND
By: /s/ Stephen B. Lamson
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Stephen B. Lamson,
Attorney-In-Fact
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SCHEDULE 13D
CUSIP No. 829073105 Page 6 of 6 Pages
EXHIBIT
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Barclay Simpson, Thomas J
Fitzmyers and Stephen B. Lamson as their true and lawful agents and
attorneys-in-fact, with full power and authority for and on behalf of the
undersigned to prepare or cause to be prepared, sign, file with the SEC and
furnish to any other person all certificates, instruments, agreements and
documents necessary to comply with section 13(d) and section 16(a) of the
Securities Exchange Act of 1934, as amended, in connection with said Stock,
and to do and perform every act necessary and proper to be done incident to
the exercise of the foregoing power, as fully as the undersigned might or
could do if personally present.
DATED: October 9, 1997
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SIMPSON PSB FUND
By: /s/ Charles A. Lee
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Charles A. Lee
President
