-----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, NzaZS8ecozQ9cCTMTFraxA4TlyePHrJgQHPmHxQ7yJqqL7cW/mIFUDGhICNps43a dH0sFcp0dOq5VWCKk4uQWQ== 0001029311-99-000006.txt : 19990615 0001029311-99-000006.hdr.sgml : 19990615 ACCESSION NUMBER: 0001029311-99-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990611 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/A SEC ACT: SEC FILE NUMBER: 005-34685 FILM NUMBER: 99644762 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/A 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/A 1 INCREASE IN OWNERSHIP OF COMMON STOCK BY > 1% UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) SJNB Financial Corp. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 784273-10-4 (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) May 6, 1999 (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. 784273-10-4 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 18,004 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 18,004 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 18,004 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) .77% 14 Type of Reporting Person* PN 2 CUSIP No. 784273-10-4 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 55,187 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 55,187 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 55,187 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 2.36% 14 Type of Reporting Person* PN 3 CUSIP No. 784273-10-4 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 21,806 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 21,806 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 21,806 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 0.93% 14 Type of Reporting Person* PN 4 CUSIP No. 784273-10-4 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 73,336 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 73,336 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 73,336 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 3.13% 14 Type of Reporting Person* PN 5 CUSIP No. 784273-10-4 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (optional) Banc Fund V 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 25,275 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 25,275 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 25,275 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 1.08% 14 Type of Reporting Person* PN 6 This Amendment No. 2 amends and supplements the Amendment No. 1 filed on February 12, 1998 (collectively the "Schedule 13D") by the entities included in Item 2(a), with respect to the Common Stock, $0.01 par value ("Common Stock"), of SJNB Financial Corp. ("SJNB"). The address of the principal executive offices of SJNB is One N. Market St., San Jose, CA 95113. The purpose of this Amendment is to report an increase in ownership of more than 1% in the percentage of the outstanding Common Stock of SJNB. 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, Banc Fund IV Trust ("T IV"), and Banc Fund V L.P. ("BF V"), an Illinois Limited Partnership. 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. (i) The general partner of BF III is MidBanc III L.P. ("MidBanc III"), 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"), whose principal business is to be a general partner of BF IV. The general partner of BF V is MidBanc V L.P. ("MidBanc V"), whose principal business is to be a general partner of BF V. MidBanc III, IV, and V are Illinois limited partnerships. (ii) The general partner of MidBanc III is ChiCorp Management III, Inc. ("Management III"), 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"), whose principal business is to be a general partner of MidBanc IV. The general partner of MidBanc V is The Banc Funds Company, L.L.C., Inc. ("Management V"), whose principal business is to be a general partner of MidBanc V. Management III, IV, and V are Illinois corporations. (iii) The executive officers and directors of Management III, IV, and V are the same and are composed of: Name and Offices in Present Principal Management Occupation III, IV and V - ----------------- ---------------- Joan W. Moore Secretary Member, The Banc Funds and Director Company, L.L.C. ("TBFC") Charles J. Moore President, Treasurer, Manager, BF III, T III, and Director BF IV, T IV, and BF V (iv) The sole stockholder of Management III, IV, and V is TBFC, an Illinois limited liability company which is controlled by Charles J. Moore. Mr. Moore has been the manager of the investment decisions for each of BF III, BF IV, BF V, T III, and T IV since their respective inceptions. As manager, Mr. Moore has voting and dispositive power over the securities of the issuer held by each of those entities. As the controlling member of TBFC, Mr. Moore will control Management III, IV, and V, and therefore each 7 of the Partnership entities directly and indirectly controlled by each of Management III, IV, and V. (v) The investment manager of T III, and T IV is TBFC under an Investment Management Agreement with each Trust. Charles J. Moore, as portfolio manager for T III, and T IV, has voting and dispositive power over the issuer's securities held by such trusts. (b) and (c) The address of the principal business and principal office of BF III, T III, BF IV, T IV, BF V, MidBanc III, MidBanc IV, MidBanc V, Management III, Management IV, Management V, and TBFC and the business address of each of the persons named in paragraph (a)(iii) is 208 S. LaSalle Street, Chicago, IL 60604. (d) and (e) 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. (f) Each of the persons named in paragraphs (a)(iv) and (vi) is a citizen of the United States of America. Item 3. Source and Amount of Funds or other Consideration. An aggregate of $4,321,125 from the capital of the Funds has been used in making purchases of 193,608 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 193,608 shares of Common Stock are beneficially owned by the Funds. Such shares of Common Stock represent approximately 8.26% of the Common Stock of SJNB outstanding as of May 3, 1999. Of said shares, 18,004 shares of Common Stock are beneficially owned by BF III (.77% of the outstanding shares), while 55,187 shares of Common Stock are beneficially owned by T III (2.36% of the outstanding shares), while 21,806 shares of Common Stock are beneficially owned by BF IV (0.93% of the outstanding shares), 73,336 shares of Common Stock are beneficially owned by T IV (3.13% of the outstanding shares, and 25,275 shares of common stock are beneficially owned by BF V (1.08% of the outstanding shares). To the best knowledge and belief of the Funds, no 8 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 May 6, 1999, SJNB filed Form 10Q indicating a reduction in shares outstanding which caused the Funds' ownership to increase by more than 1% of the current outstanding shares. The Funds have purchased and sold Common Stock on the open market as described in the table below: Dollar Number Cost per Date Amount of Shares Share - ---- ------- --------- ------ BF V Purchases: 03/15/99 54,500.00 2,000 27.25 04/13/99 132,500.00 5,000 26.50 Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. None Item 7. Material to be filed as exhibits. None 9 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. June 11, 1999 BANC FUND III L.P. By MIDBANC III L.P., general partner By CHICORP MANAGEMENT III, INC., general partner By The Banc Funds Company, L.L.C., Owner By /s/ Charles J. Moore -------------------------- Charles J. Moore, President BANK FUND III TRUST By THE BANC FUNDS COMPANY, L.L.C., Investment Manager By /s/ Charles J. Moore -------------------------- Charles J. Moore, President BANC FUND IV L.P. By MIDBANC IV L.P., general partner By CHICORP MANAGEMENT IV, INC., general partner By The Banc Funds Company, L.L.C., Owner By /s/ Charles J. Moore -------------------------- Charles J. Moore, President BANC FUND IV TRUST By THE BANC FUNDS COMPANY, L.L.C., Investment Manager By /s/ Charles J. Moore -------------------------- Charles J. Moore, President BANC FUND V L.P. By MIDBANC V L.P., general partner By The Banc Funds Company, L.L.C., Its general partner By The Banc Funds Company, L.L.C., Owner By /s/ Charles J. Moore -------------------------- Charles J. Moore, President 10 -----END PRIVACY-ENHANCED MESSAGE-----