-----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, WSb3r3O5VK3RODohgkhxLVW9rf6vuREB4JG1boxMJUiiFkfIPqpn73jPRqvHVxvF wX8v960KUS7FLLUVOcJnHg== 0001029311-97-000005.txt : 19970211 0001029311-97-000005.hdr.sgml : 19970211 ACCESSION NUMBER: 0001029311-97-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970207 SROS: NASD 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34685 FILM NUMBER: 97520526 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: BANC FUND IV L P CENTRAL INDEX KEY: 0001029311 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364066230 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BANC FUNDS STREET 2: 208 SOUTH LASALLE STREET SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 3128554067 MAIL ADDRESS: STREET 1: 208 SOUTH LASALLE STREET STREET 2: SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60604 SC 13D 1 INITIAL FILING OVER 5% UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _) SJNB FINANCIAL CORP (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 784273104 (CUSIP Number) Charles J. Moore The Banc Funds 208 South LaSalle Street Chicago, Illinois 60604 (312) 855-6202 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 28, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report this 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 [ ]. 1 CUSIP No. 784273104 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (optional) Banc Fund III L.P. 2 Check the Appropriate Box If A Member of a Group* (A) [ ]` (B) [X] 3 SEC Use Only 4 Source of Funds: WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Illinois 7 Sole Voting Power Number of 16,405 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 16,405 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 16,405 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 0.7% 14 Type of Reporting Person* PN 2 CUSIP No. 784273104 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (optional) Bank Fund III Trust 2 Check the Appropriate Box If A Member of a Group* (A) [ ] (B) [X] 3 SEC Use Only 4 Source of Funds: WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Illinois 7 Sole Voting Power Number of 50,286 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 50,286 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 50,286 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 2.0% 14 Type of Reporting Person* PN 3 CUSIP No. 784273104 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (optional) Banc Fund IV L.P. 2 Check the Appropriate Box If A Member of a Group* (A) [ ] (B) [X] 3 SEC Use Only 4 Source of Funds: WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Illinois 7 Sole Voting Power Number of 17,728 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 17,728 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 17,728 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 0.7% 14 Type of Reporting Person* PN 4 CUSIP No. 784273104 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (optional) Banc Fund IV Trust 2 Check the Appropriate Box If A Member of a Group* (A) [ ] (B) [X] 3 SEC Use Only 4 Source of Funds: WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Illinois 7 Sole Voting Power Number of 59,621 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 59,621 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 59,621 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 2.4% 14 Type of Reporting Person* PN 5 This statement relates to the Common Stock, no par value ("Common Stock"), of SJNB Financial Corp. ("SJNB"). The address of the principal executive offices of SJNB is One North Market Street, San Jose, California 95113. Item 2. Identity and Background (a) This statement is filed by Banc Fund III L.P. ("BF III"), an Illinois Limited Partnership, Bank Fund III Trust ("T III"), Banc Fund IV L.P. ("BF IV"), an Illinois Limited Partnership, and Banc Fund IV Trust ("T IV"). The business of the Funds is to provide financing to, and acquire equity interests in, banks and other depository institutions and holding companies controlling such entities. (b) The general partner of BF III is MidBanc III L.P. ("MidBanc III"), an Illinois limited partnership, whose principal business is to be a general partner of BF III. The general partner of BF IV is MidBanc IV L.P. ("MidBanc IV"), an Illinois limited partnership, whose principal business is to be a general partner of BF IV. (c) The general partner of MidBanc III is ChiCorp Management III, Inc. ("Management III"), an Illinois corporation, whose principal business is to be a general partner of MidBanc III. The general partner of MidBanc IV is ChiCorp Management IV, Inc. ("Management IV"), an Illinois corporation, whose principal business is to be a general partner of MidBanc IV. (d) The executive officers and directors of Management III and IV are the same and are composed of: Name and Offices in Present Principal Management Occupation III and IV - ----------------- --------------- John A. Wing Vice President Chairman and Chief Executive Officer and Director ABN AMRO Chicago Corporation Wilbert A. Thiel Treasurer and President/Treasurer, Director Chief Operating Officer and Director, ABN AMRO Chicago Corporation Perry L. Taylor, Jr. Secretary and Executive Vice President, Secretary, Director General Counsel ABN AMRO Chicago Corporation Charles J. Moore President and Manager, BF III, T III, Director BF IV, and T IV 6 ABN AMRO Chicago Corporation is an investment services firm and is registered as a broker/dealer in securities. (e) The sole stockholder of BF III, IV and ABN AMRO Chicago Corporation is ABN AMRO Capital Markets Holding, Inc. (f) The investment manager of T III and T IV is ABN AMRO Chicago Corporation. (g) The address of the principal business and principal office of BF III, T III, BF IV, T IV, MidBanc III, MidBanc IV, Management III, Management IV, and ABN AMRO Chicago Corporation and the business address of each of the persons named in paragraph (d) is 208 S. LaSalle Street, Chicago, IL 60604. (h) During the last five years, none of the persons named herein has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgement, 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. (i) Each of the persons named in paragraphs (d) and (g) is a citizen of the United States of America. Item 3. Source and Amount of Funds or other Consideration. An aggregate of $2,709,168 from the capital of the Funds has been used in making purchases of 144,040 shares of Common Stock of SJNB. Item 4. Purpose of Transaction. The Funds acquired the Common Stock of SJNB reported herein for purposes of investment. The Funds may, in the future, purchase additional shares of Common Stock of SJNB or sell such securities. The Funds do not have any present plan or proposal which would relate to or result in transactions of the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13d-101 of the Securities and Exchange Commission. The Funds reserve the right, in the future, to adopt such plans or proposals. Item 5. Interest in Securities of the Issuer. (a) An aggregate of 144,040 shares of Common Stock are beneficially owned by the Funds. Such shares of Common Stock represent approximately 5.7% of the Common Stock of SJNB outstanding as of January 28, 1997. Of said shares, 16,405 shares of Common Stock are beneficially owned by BF III (.7% of the outstanding shares), while 50,286 shares of Common Stock are beneficially owned by T III (2.0% of the outstanding shares), while 17,728 shares of Common Stock are beneficially owned by BF IV (0.7% of the outstanding shares), and 59,621 shares of Common Stock are beneficially owned by T IV (2.4% of the outstanding shares). 7 To the best knowledge and belief of the Funds, no securities of SJNB are owned by any of the other persons named in Item 2 or by any persons who together with any of the persons named in Item 2 comprise a group within the meaning of Section 13(d) (3) of the Securities Exchange Act of 1934, as amended. Anything to the contrary in this Schedule 13D notwithstanding, each Fund disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Fund. (b) The Funds have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, all of the shares beneficially owned by them as set forth in paragraph (a) above. (c) On January 28, 1997, the Funds' ownership of shares of Common Stock of SJNB increased to more than 5% of the adjusted outstanding shares of said class. The Funds have purchased and sold Common Shares on the open market as described in the table below: BF III Purchases: Dollar Number Cost per Date Amount of Shares Share - ---- ------- --------- ------ 12/06/96 $21,964.00 1156 19.000 12/10/96 18,573.00 984 18.875 01/08/97 54,794.13 2903 18.875 01/10/97 12,844.00 676 19.000 01/16/97 20,172.71 1070 18.853 01/28/97 45,558.50 2236 20.375 T III Purchases: Dollar Number Cost per Date Amount of Shares Share - ---- ------- --------- ------ 12/06/96 $ 67,336.00 3544 19.000 12/10/96 56,927.00 3016 18.875 01/08/97 167,930.88 8897 18.875 01/10/97 39,406.00 2074 19.000 01/16/97 61,837.84 3280 18.853 01/28/97 139,670.62 6855 20.375 BF IV Purchases: Dollar Number Cost per Date Amount of Shares Share - ---- ------- --------- ------ 12/06/96 $23,085.00 1215 19.000 12/18/96 8,644.75 458 18.875 12/18/96 7,961.00 419 19.000 01/08/97 62,212.00 3296 18.875 01/10/97 14,630.00 770 19.000 01/16/97 18,796.44 997 18.853 01/28/97 50,937.50 2500 20.375 8 T IV Purchases: Dollar Number Cost per Date Amount of Shares Share - ---- ------- --------- ------ 12/06/96 $ 77,615.00 4085 19.000 12/18/96 29,105.25 1542 18.875 12/18/96 26,771.00 1409 19.000 01/08/97 209,210.50 11084 18.875 01/10/97 49,210.00 2590 19.000 01/16/97 63,214.11 3353 18.853 01/28/97 171,333.37 8409 20.375 Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. None Item 7. Material to be filed as exhibits. None 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. February 7, 1997 BANC FUND III L.P. By MIDBANC III L.P., general partner By CHICORP MANAGEMENT III, INC., general partner By /s/ Charles J. Moore -------------------------- Charles J. Moore, President BANK FUND III TRUST By ABN AMRO CHICAGO CORPORATION, Investment Manager By /s/ Charles J. Moore -------------------------- Charles J. Moore, Senior Vice President 9 BANC FUND IV L.P. By MIDBANC IV L.P., general partner By CHICORP MANAGEMENT IV, INC., general partner By /s/ Charles J. Moore -------------------------- Charles J. Moore, President BANC FUND IV TRUST By ABN AMRO CHICAGO CORPORATION, Investment Manager By /s/ Charles J. Moore -------------------------- Charles J. Moore, Senior Vice President 10 -----END PRIVACY-ENHANCED MESSAGE-----