-----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, PxwKfOQQYkvOJB5cRb3SqR6oMUvfXhtiKTOmkwQF5Rn1JcsFhNJ9Wry0R2LGDc8u y6tI9AbK4GY2qVZMQXmOTw== 0000912057-97-023588.txt : 19970709 0000912057-97-023588.hdr.sgml : 19970709 ACCESSION NUMBER: 0000912057-97-023588 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970708 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MERCANTILE BANCORP CENTRAL INDEX KEY: 0000714801 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953819685 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39312 FILM NUMBER: 97637171 BUSINESS ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102772265 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONRAD CO CENTRAL INDEX KEY: 0000858881 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 816011609 STATE OF INCORPORATION: MT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 420 SOUTH MAIN CITY: CONRAD STATE: MT ZIP: 59425 BUSINESS PHONE: 4062785513 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)* National Mercantile Bancorp - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 636912107 - -------------------------------------------------------------------------------- (CUSIP Number) Richard G. Erstad Faegre & Benson LLP 2200 Norwest Center 90 South 7th Street Minneapolis, Minnesota 55402 (612) 336-3000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1997 - -------------------------------------------------------------------------------- (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 this 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). 1 of 5 SCHEDULE 13D CUSIP NO. 636912107 PAGE 2 OF 5 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Conrad Company, a Montana corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Montana NUMBER OF 7 SOLE VOTING POWER SHARES 453,957 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 453,957 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,957 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.3% 14 TYPE OF REPORTING PERSON* CO *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. 2 of 5 ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock (the "Common Stock") of National Mercantile Bancorp, a California corporation (the "Issuer"), 1840 Century Park East, Los Angeles, California 90067. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by Conrad Company, a Montana corporation ("Conrad"). Conrad's business address and the location of its principal office is 3800 Dain Bosworth Plaza, P.O. Box 1000, Minneapolis, Minnesota 55480-1000. Conrad's principal business is to operate as a bank holding company. Conrad is controlled by Carl R. Pohlad, Trustee of the Revocable Trust of Carl R. Pohlad Created U/A dated 6/28/91, as Amended, and Eloise O. Pohlad, Trustee of the Revocable Trust of Eloise O. Pohlad Created U/A 6/28/91, as Amended, which own 48.506% and 48.500% of the outstanding stock of Conrad, respectively. Information with respect to each of Conrad's executive officers, directors and controlling shareholders is set forth on Schedule I. Each of the persons listed on Schedule I is a citizen of the United States. During the last five years, neither Conrad, nor to the best of its knowledge, any of its respective executive officers and directors listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or during the last five years has it been a party to a civil proceeding as a result of which it 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Conrad paid $4,539,570 to the Issuer for the shares of 6.5% Series A Noncumulative Perpetual Convertible Preferred Stock (the "Preferred Stock") that are the subject of this statement. The source of these funds were cash on hand and a loan from First Bank Minnesota, N.A. ITEM 4. PURPOSE OF TRANSACTION Conrad acquired the shares of Preferred Stock it presently owns for investment. While Conrad has no contract or agreement to purchase shares of Preferred Stock from any person, depending on various factors, including the Issuer's business affairs, prospects, financial position, price levels of shares of Preferred Stock, conditions in the securities markets, general economic and industry conditions as well as other opportunities available to it, and subject to applicable restrictions in the Issuer's Articles of Incorporation, Conrad will take such actions with respect to its investment in the Issuer, including the purchase of additional shares through open market purchases or privately negotiated transactions, tender offer or otherwise, as it deems appropriate in light of the circumstances existing from time to time. Conrad may, and reserves the right to, sell some or all of its holdings in the open market or in privately negotiated transactions to one or more purchasers under appropriate circumstances. Except as set forth below, Conrad has no plans or proposals which would relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Under the terms of the Private Purchase Agreement pursuant to which Conrad purchased its shares of Preferred Stock, so long as Conrad is a holder of shares of Preferred Stock, the Issuer is obligated to, at the request of Conrad and subject to any applicable federal or state banking law or regulation, cause to be nominated for election as directors of the Issuer, and use its reasonable best efforts to cause to be elected, that number of persons designated by Conrad which Conrad or any affiliate thereof is entitled to elect based on cumulative voting in the election of directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)- (b) Conrad owns 453,957 shares of Preferred Stock. The Preferred Stock is convertible into a like number of shares of Common Stock. Accordingly, Conrad may be deemed to beneficially own 453,957 shares of Common Stock, or 57.3% of the outstanding shares of Common Stock. Conrad has sole voting and investment power as to these shares. 3 of 5 Except as set forth above, neither Conrad nor, to the best of its knowledge, any of the individuals named in Item 2, is the beneficial owner of any Common Stock. (c) On June 30, 1997, Conrad purchased 453,957 shares of Preferred Stock for $10 per share. The purchase was consummated in Los Angeles, California pursuant to the terms of a Letter Agreement dated February 6, 1997 between Conrad and the Issuer. Neither Conrad nor, to the best of Conrad's knowledge, any of the individuals named in Item 2, has effected any other transaction in the Common Stock during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth below, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Schedule 13D or between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of such securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Pursuant to the terms of the Registration Rights Agreement between Conrad and the Issuer, Conrad is entitled to two requests that the Issuer register, and the Issuer is obligated to file registration statements under the Securities Act of 1933, as amended, covering, shares of Common Stock owned by Conrad at the time of the request (the "Registrable Securities"). Conrad also has the right to request that the Issuer include the Registrable Securities in any registration statement proposed to be filed by the Issuer for its own account and/or upon the request or for the account of any securityholder, subject to certain limitations with respect to the number of Registrable Securities that may be included. Under the terms of the Private Purchase Agreement, so long as Conrad is a holder of shares of Preferred Stock, the Issuer is obligated to use its reasonable best efforts to cause to be elected as directors of the Issuer that number of persons designated by Conrad which Conrad or any affiliate thereof is entitled to elect based on cumulative voting in the election of directors. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Private Purchase Agreement between the Issuer and Conrad dated as of February 6, 1997 and as amended on April 30, 1997 (incorporated by reference to Exhibit 10.22 to the Issuer's Registration Statement on Form S-2, File No. 333-21455). 4 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. July 7, 1997 /s/ Jay L. Kim - ------------------------------ --------------------------------------- Date Signature Jay L. Kim, Vice President --------------------------------------- Name/Title M1:0213293.07 5 of 5 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF CONRAD COMPANY The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors, executive officers and controlling shareholders of Conrad Company is set forth below. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with Conrad Company.
NAME POSITION WITH PRESENT PRINCIPAL OCCUPATION BUSINESS ADDRESS CONRAD COMPANY AND ADDRESS Albert J. Colianni, Jr. Executive Vice Executive Vice President 3800 Dain Bosworth Plaza President and and Chief Operating Officer 60 South Sixth Street Chief Operating Marquette Bancshares, Inc. Minneapolis, MN 55480 Officer 3800 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, MN 55480 Thomas A. Herbst Director and Director and Executive 3800 Dain Bosworth Plaza Executive Vice Vice President 60 South Sixth Street President Marquette Bancshares, Inc. Minneapolis, MN 55480 3800 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, MN 55480 Jay L. Kim Vice President Vice President and 4000 Dain Bosworth Plaza Corporate Counsel 60 South Sixth Street Marquette Bancshares, Inc. Minneapolis, MN 55480 3800 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, MN 55480 William P. McKnight Senior Vice Senior Vice President 1650 West 82nd Street President Marquette Bancshares, Inc. Bloomington, MN 55431 3800 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, MN 55480 Janice Ozzello Wilcox Senior Vice Senior Vice President 3800 Dain Bosworth Plaza President and Chief and C.F.O. 60 South Sixth Street Financial Officer Marquette Bancshares, Inc. Minneapolis, MN 55480 3800 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, MN 55480 Carl R. Pohlad, Trustee of the Controlling Director and President 3800 Dain Bosworth Plaza Revocable Trust of Carl R. Pohlad Shareholder Marquette Bancshares, Inc. 60 South Sixth Street Created U/A dated 6/28/91, as 3800 Dain Bosworth Plaza Minneapolis, MN 55480 Amended 60 South Sixth Street Minneapolis, MN 55480 Eloise O. Pohlad, Trustee of the Controlling None 3800 Dain Bosworth Plaza Revocable Trust of Eloise O. Shareholder 60 South Sixth Street Pohlad Created U/A dated 6/28/91, Minneapolis, MN 55480 as Amended James O. Pohlad Director and Director and Executive 3800 Dain Bosworth Plaza President Vice President 60 South Sixth Street Marquette Bancshares, Inc. Minneapolis, MN 55480 3800 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, MN 55480
Kathi Rogers Vice President Assistant Vice President 4000 Dain Bosworth Plaza Marquette Bank, N.A. 60 South Sixth Street 8200 Golden Valley Road Minneapolis, MN 55480 Golden Valley, MN 55427 N. Thomas Wiedebush Senior Vice Director, Chairman and C.E.O. 101 North Main Avenue President Marquette Bank of South Dakota, N.A. Sioux Falls, SD 57117 101 North Main Avenue Sioux Falls, SD 57117 Paige Winebarger Director, Senior Senior Vice President and 3800 Dain Bosworth Plaza Vice President and General Counsel 60 South Sixth Street Corporate Secretary Marquette Bancshares, Inc. Minneapolis, MN 55480 3800 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, MN 55480
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