-----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, WxVyeFUmwa32hCS1s5T2lzPhjBJmGE5YzZUQlD51Tuk8ZPn+SS+iHKI9T4R9AXrN VztroND3UBpCtPqSM4SH1Q== 0000950149-99-000298.txt : 19990218 0000950149-99-000298.hdr.sgml : 19990218 ACCESSION NUMBER: 0000950149-99-000298 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990217 GROUP MEMBERS: HOEFER & ARNETT INCORPORATED GROUP MEMBERS: PINE CAPITAL MANAGEMENT INC /CA/ /ADV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SJNB FINANCIAL CORP CENTRAL INDEX KEY: 0000721161 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770058227 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-34685 FILM NUMBER: 99544061 BUSINESS ADDRESS: STREET 1: ONE N MARKET ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089477562 MAIL ADDRESS: STREET 1: ONE NORTH MARKET STREET CITY: SAN JOSE STATE: CA ZIP: 95113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PINE CAPITAL MANAGEMENT INC /CA/ /ADV CENTRAL INDEX KEY: 0000868824 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943146402 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 353 SACARMENTO ST 10TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153627111 MAIL ADDRESS: STREET 1: 353 SACRAMENTO ST., 10TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: PINE CAPITAL MANAGEMENT INC /CA/ /ADV DATE OF NAME CHANGE: 19980408 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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 Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] 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 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). 2 CUSIP NO. 784273104 SCHEDULE 13G Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Pine Capital Management Incorporated 94-3146402 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF SHARES 5. SOLE VOTING POWER 0 shares ---------------------------------------------------------- BENEFICIALLY OWNED 6. SHARED VOTING POWER 156,515 shares ---------------------------------------------------------- BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 156,515 shares ---------------------------------------------------------- PERSON WITH 8. SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,515 shares - -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.36% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- 3 CUSIP NO. 784273104 SCHEDULE 13G Page 3 of 7 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Hoefer & Arnett Incorporated 94-2831518 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF SHARES 5. SOLE VOTING POWER 0 shares ---------------------------------------------------------- BENEFICIALLY OWNED 6. SHARED VOTING POWER 0 shares ---------------------------------------------------------- BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 6,000 shares ---------------------------------------------------------- PERSON WITH 8. SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000 shares - -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.24% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON BD - -------------------------------------------------------------------------------- 4 CUSIP NO. 784273104 SCHEDULE 13G Page 4 of 7 Pages This Amendment No. 1 to Schedule 13G, dated February 16, 1999, of Pine Capital Management Incorporated and Hoefer & Arnett Incorporated relates to shares of Common Stock of SJNB Financial Corp., a California corporation, and is being filed pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934, as amended. ITEM 1(A). NAME OF ISSUER: SJNB Financial Corp. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: One North Market Street, San Jose, California 95113 ITEM 2(A). NAME OF PERSON FILING: (a) Pine Capital Management Incorporated (b) Hoefer & Arnett Incorporated ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE: (a) 353 Sacramento Street, 10th Floor, San Francisco, California 94111 (b) 353 Sacramento Street, 10th Floor, San Francisco, California 94111 ITEM 2(C). CITIZENSHIP: Not applicable ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(E). CUSIP NUMBER: 784273104 ITEM 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [X] Broker or dealer registered under section 15 of the Securities Exchange Act of 1934 (the "Act"). (b) [ ] Bank as defined in section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940. 5 CUSIP NO. 784273104 SCHEDULE 13G Page 5 of 7 Pages (e) [X] An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Section240.13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940. (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). See Item 6. If this statement is filed pursuant to Section240.13d-1(c), check this box [ ]. ITEM 4. OWNERSHIP: (a) Amount beneficially owned: 162,515 shares (b) Percent of class: 6.60% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 156,515 shares (iii) Sole power to dispose or to direct the disposition of: 162,515 shares (iv) Shared power to dispose or direct the disposition of: 0 shares ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable 6 CUSIP NO. 784273104 SCHEDULE 13G Page 6 of 7 Pages ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON The securities as to which this Schedule 13G is filed by Pine Capital Management Incorporated, in its capacity as investment advisor, and Hoefer & Arnett Incorporated, in its capacity as broker, are held for the accounts of clients of Pine Capital Management Incorporated and Hoefer & Arnett Incorporated. Pine Capital Management Incorporated holds such shares in a fiduciary capacity. Clients of Pine Capital Management Incorporated and Hoefer & Arnett Incorporated have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities. Hoefer & Arnett Incorporated does not have the power to vote, or to direct the voting of, such securities held by it in its capacity as broker. Pine Capital Management Incorporated and Hoefer & Arnett Incorporated are "affiliates" within the meaning of 17 C.F.R. Section240.12b-2. 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 GROUP Not applicable ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 7 CUSIP NO. 868666207 SCHEDULE 13G Page 7 of 7 Pages 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. PINE CAPITAL MANAGEMENT INCORPORATED February 16, 1999 By: /s/Kevin Daly - ------------------------------ -------------------------------- (Date) Kevin Daly President HOEFER & ARNETT INCORPORATED February 16, 1999 By: /s/Philip Economopoulos - ------------------------------ -------------------------------- (Date) Philip Economopoulos Secretary 8 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 16th day of February, 1999. PINE CAPITAL MANAGEMENT INCORPORATED By: /s/ Kevin Daly --------------------------------- Kevin Daly President HOEFER & ARNETT INCORPORATED By: /s/ Philip Economopoulos --------------------------------- Philip Economopoulos Secretary -----END PRIVACY-ENHANCED MESSAGE-----