-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LKaUzx/X7mvN5OqkhAu0a4E74VzVJbERvvGfJCjhlSgn/9xz2/biLAFMvtSWhGQf deKbmHdAUiUxi1rOrLyqOQ== 0000351238-97-000006.txt : 19970811 0000351238-97-000006.hdr.sgml : 19970811 ACCESSION NUMBER: 0000351238-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970808 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970808 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAN FRANCISCO CO CENTRAL INDEX KEY: 0000351238 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 943071255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10198 FILM NUMBER: 97654822 BUSINESS ADDRESS: STREET 1: 550 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157817810 MAIL ADDRESS: STREET 1: PO BOX 2887 CITY: SAN FRANCISCO STATE: CA ZIP: 94126 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF SAN FRANCISCO CO HOLDING CO DATE OF NAME CHANGE: 19920703 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 1997 The San Francisco Company (Exact name of registrant as specified in its charter) Delaware 0-10198 94-3071255 (State or other jurisdiction (Commission (IRS Employer incorporation) File Number) Identification No.) 550 Montgomery Street, San Francisco, California 94111 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415)781-7810 N/A (Former name or former address, if changed since last report.) page INFORMATION TO BE INCLUDED IN THIS REPORT Item 1. Change in Control of Registrant. Change in Control Mr. Putra Masagung, the record holder of 97.8% of The San Francisco Company's (the "Company") outstanding Class A Common Stock (the "Common Stock"), has advised the Company that a majority ownership of the Company's Common Stock was beneficially acquired by PT Gunung Agung (the "GA"), an Indonesian company, in a series of transactions from 1992 to 1995 for a total of $32.050 million. Mr. Masagung has advised the Company that he has no knowledge of the source of $8.250 million of the funds used by GA in the acquisition and that the remaining $23.800 million was from loan proceeds. Mr. Masagung has advised the Company that the source of the loan funds was from two banks; $20.000 million from The PT Indopac Perdana Finance, LTD. Corporation (Bank Pacific Group); and $3.800 million from PT Bank Dharmala. On the basis of the foregoing, as of August 8, 1997, GA holds a beneficial interest in approximately 52% of the Company's voting securities. This acquisition of a majority ownership occurred without the required prior approval of the California State and Federal regulatory authorities. The Company believes that without such regulatory approval GA will be prevented from exercising its rights as a shareholder. Representatives of both the Company and Mr. Masagung have initiated discussions with these regulatory agencies to determine the appropriate steps to be taken under the circumstances. This development will reduce the net operating loss carryforwards that the Company may have utilized to reduce any future income tax liability. Based on the facts known at this time, management of the Company does not believe this development will have any material impact on the operations or the financial condition of the Company or the Bank. page 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The San Francisco Company Registrant Date: August 8, 1997 James E. Gilleran Chairman of the Board and Chief Executive Officer Date: August 8, 1997 Keary Colwell Chief Financial Officer and Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----