-----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, FE8Jl/WzK1zYE2r5Ji/nkkCYekNbjWitqe+ABJCo6NhL1rDx0W3mrR+Wva5zNK1z x32LWabJCjr67Cc4za3Jig== 0001047425-97-000004.txt : 19971014 0001047425-97-000004.hdr.sgml : 19971014 ACCESSION NUMBER: 0001047425-97-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971010 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPSON MANUFACTURING CO INC /CA/ CENTRAL INDEX KEY: 0000920371 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 943196943 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46739 FILM NUMBER: 97693689 BUSINESS ADDRESS: STREET 1: 4637 CHABOT DR STREET 2: STE 200 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5106099912 MAIL ADDRESS: STREET 1: 4637 CHABOT DR STREET 2: STE 200 CITY: PLEASANTON STATE: CA ZIP: 94588 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPSON PSB FUND CENTRAL INDEX KEY: 0001047425 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5689 MT DIABLO BLVD CITY: LAFAYETTE STATE: CA ZIP: 94549 MAIL ADDRESS: STREET 1: 5869 MT DIABLO BLVD CITY: LAFAYETTE STATE: CA ZIP: 94549 SC 13D 1 OMB APPROVAL OMB Number:3235-0145 Expires: December 31, 1997 Estimated average burden hours per form 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. *) Simpson Manufacturing Co., Inc. (Name of Issuer) Common Stock - --------------------------------------------------------------------------- (Title of Class of Securities) 829073105 (CUSIP Number) Christina M. O'Brien, Esq. Shartsis Friese & Ginsburg LLP One Maritime Plaza, 18th Floor San Francisco, CA 94111 (415) 421-6500 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 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 the 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). SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 829073105 Page 2 of 6 Pages - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON Simpson PSB Fund - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - --------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,400,000 BENEFICIALLY -------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,400,000 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,400,000 - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2 - --------------------------------------------------------------------------- 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. SCHEDULE 13D CUSIP No. 829073105 Page 3 of 6 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock (the "Stock") of Simpson Manufacturing Co., Inc., a California corporation ("SMCO"). The principal executive office of SMCO is located at 4637 Chabot Drive, Suite 200, P.O. Box 10789, Pleasanton, California 94588. ITEM 2. IDENTITY AND BACKGROUND. The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows: (a) Simpson PSB Fund is a California nonprofit public benefit corporation ("PSB"). Charles A. Lee ("Lee") is the president, secretary and a director of PSB. Jules F. Bonjour, Jr. ("Bonjour") is the vice president and a director of PSB. (b) The business address of PSB is 3669 Mount Diablo Boulevard, Lafayette, California 94549. The business addresses of Lee and Bonjour are 1 Bates Boulevard, Suite 300, Orinda, California 94563, and 24301 Southland Drive, Hayward, California 94545, respectively. (c) See Item No. 2(a) and (b) for PSB. Lee and Bonjour are practicing attorneys. Lee is a partner of Guidotti and Lee, and Bonjour is a shareholder of Bonjour and Thorman. See Item 2(b) for the business addresses of these firms. (d) During the last five years, none of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of such persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) Lee and Bonjour are U.S. citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of funds used in purchasing the Stock were as follows: Source Purchaser of Funds Amount - ------------ ------------ ------------ PSB Other -0- SCHEDULE 13D CUSIP No. 829073105 Page 4 of 6 Pages ITEM 4. PURPOSE OF TRANSACTION. PSB plans to sell up to 1,387,500 shares of the Stock pursuant to a Registration Statement on Form S-3 (the "Registration Statement"). SMCO currently plans to file the Registration Statement in October 1997. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The beneficial ownership of the Stock of the persons named in Item 2 of this statement is as follows at the date hereof:
Aggregate Beneficially Owned Voting Power Dispositive Power ---------------------- ---------------------- ---------------------- Name Number Percent Sole Shared Sole Shared - ---------- ---------- ---------- ---------- ---------- ---------- ---------- PSB 1,400,000 12.2 1,400,000 0 1,400,000 0
The persons filing this statement have not effected any transactions in the Stock (except for accepting a donation of such shares) since August 1, 1997. ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Registration Statement, which is planned to register for sale by PSB up to 1,387,500 shares of the Stock. SCHEDULE 13D CUSIP No. 829073105 Page 5 of 6 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Power of Attorney SIGNATURES After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct. DATED: October 9, 1997 ---------------------- SIMPSON PSB FUND By: /s/ Charles A. Lee ------------------------- Charles A. Lee President SCHEDULE 13D CUSIP No. 829073105 Page 6 of 6 Pages EXHIBIT POWER OF ATTORNEY The undersigned hereby constitutes and appoints Barclay Simpson, Thomas J Fitzmyers and Stephen B. Lamson as their true and lawful agents and attorneys-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said Stock, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present. DATED: October 9, 1997. ------------------------- SIMPSON PSB FUND By: /s/ Charles A. Lee ------------------------- Charles A. Lee President -----END PRIVACY-ENHANCED MESSAGE-----