SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 13)**
First
California Financial Group, Inc.**
|
(Name
of Issuer)
|
|
Common
Stock
|
(Title
of Class of Securities)
|
|
636912206
|
(CUSIP
Number)
|
|
Pam
E. Omann
60
South Sixth Street, Suite 3900
Minneapolis,
Minnesota 55402
(612)
661–3719
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
|
March
22, 2010
|
(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 §§ 240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check
the following box.
o
Note
: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits.
See
§240.13d–7 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).
** On
March 12, 2007, National Mercantile Bancorp. (“
National Mercantile
”), FCB
Bancorp. (“
FCB
”) and
First California Financial Group, Inc. (the “
Company
”) consummated the
reincorporation merger of National Mercantile into its wholly–owned subsidiary,
the Company. The Company succeeded to the reporting status of National
Mercantile under Rule 12g–3 of the Exchange Act. The Reporting Persons
filed Schedule 13D (Amendments Nos. 1–11) with respect to ownership of
equity securities of National Mercantile and have filed subsequent
Schedule 13D’s (including Amendment No. 12 and this Amendment No. 13)
with respect to ownership of equity securities of the Company, the successor to
National Mercantile.
CUSIP No.
636912206
1.
|
Names
of reporting persons:
|
|
I.R.S.
Identification Nos. of above persons (entities only):
|
|
James
O. Pohlad
|
|
|
2.
|
Check
the appropriate box if a member of a group:
|
|
|
|
(a)
x
|
|
(b)
o
|
|
|
3.
|
SEC
use only:
|
|
|
4.
|
Source
of funds:
PF
|
|
|
5.
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e):
o
|
|
|
6.
|
Citizenship
or place of organization:
|
|
State
of Minnesota, United States of America
|
|
|
Number
of shares beneficially owned by each reporting person
with:
|
|
7.
|
Sole
voting power:
|
1,066,107
|
|
|
|
8.
|
Shared
voting power:
|
0
|
|
|
|
9.
|
Sole
dispositive power:
|
0
|
|
|
|
10.
|
Shared
dispositive power:
|
1,066,107
|
|
|
|
11.
|
Aggregate
amount beneficially owned by each reporting person:
|
|
1,066,107
|
|
|
12.
|
Check
if the aggregate amount in Row (11) excludes certain shares:
o
|
|
|
13.
|
Percent
of class represented by amount in Row (11):
|
|
9.17%
|
|
|
14.
|
Type
of reporting person:
IN
|
CUSIP No.
636912206
1.
|
Names
of reporting persons:
|
|
I.R.S.
Identification Nos. of above persons (entities only):
|
|
Robert
C. Pohlad
|
|
|
2.
|
Check
the appropriate box if a member of a group:
|
|
(a)
x
|
|
(b)
o
|
|
|
3.
|
SEC
use only:
|
|
|
4.
|
Source
of funds:
PF
|
|
|
5.
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e):
o
|
|
|
6.
|
Citizenship
or place of organization:
|
|
State
of Minnesota, United States of America
|
|
|
Number
of shares beneficially owned by each reporting person
with:
|
|
7.
|
Sole
voting power:
|
1,066,107
|
|
|
|
8.
|
Shared
voting power:
|
0
|
|
|
|
9.
|
Sole
dispositive power:
|
0
|
|
|
|
10.
|
Shared
dispositive power:
|
1,066,107
|
|
|
|
11.
|
Aggregate
amount beneficially owned by each reporting person:
|
|
1,066,107
|
|
|
12.
|
Check
if the aggregate amount in Row (11) excludes certain shares:
o
|
|
|
13.
|
Percent
of class represented by amount in Row (11):
|
|
9.17%
|
|
|
14.
|
Type
of reporting person:
IN
|
CUSIP No.
636912206
1.
|
Names
of reporting persons:
|
|
I.R.S.
Identification Nos. of above persons (entities only):
|
|
William
M. Pohlad
|
|
|
2.
|
Check
the appropriate box if a member of a group:
|
|
(a)
x
|
|
(b)
o
|
|
|
3.
|
SEC
use only:
|
|
|
4.
|
Source
of funds:
PF
|
|
|
5.
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e):
o
|
|
|
6.
|
Citizenship
or place of organization:
|
|
State
of Minnesota, United States of America
|
|
|
Number
of shares beneficially owned by each reporting person
with:
|
|
7.
|
Sole
voting power:
|
1,066,107
|
|
|
|
8.
|
Shared
voting power:
|
0
|
|
|
|
9.
|
Sole
dispositive power:
|
0
|
|
|
|
10.
|
Shared
dispositive power:
|
1,066,107
|
|
|
|
11.
|
Aggregate
amount beneficially owned by each reporting person:
|
|
1,066,107
|
|
|
12.
|
Check
if the aggregate amount in Row (11) excludes certain shares:
o
|
|
|
13.
|
Percent
of class represented by amount in Row (11):
|
|
9.17%
|
|
|
14.
|
Type
of reporting person:
IN
|
|
|
Reference is hereby made to the
statement on Schedule 13D originally filed with the Securities and Exchange
Commission (the “
Commission
”) on August 16,
2001, as last amended by that Amendment No. 12 to Schedule 13D filed with the
Commission on June 29, 2007 (the “
Schedule 13D
”). This
Amendment No. 13 amends and supplements the statement on Schedule 13D (Amendment
No. 12). Terms defined in the Schedule 13D are used herein as so
defined. On March 12, 2007, National Mercantile Bancorp. (“
National Mercantile
”), FCB
Bancorp. (“
FCB
”) and
the Company consummated the reincorporation merger of National Mercantile into
its wholly–owned subsidiary, the Company. The Company succeeded to the
reporting status of National Mercantile under Rule 12g–3 of the Exchange
Act. The Reporting Persons filed Schedule 13D (Amendments
Nos. 1–11) with respect to ownership of equity securities of National
Mercantile and have filed subsequent Schedule 13D’s (including Amendment
No. 12 and this Amendment No. 13) with respect to ownership of equity
securities of the Company, the successor to National Mercantile.
Item
5. Interest
in Securities of the Issuer
(a),(b) On
March 22, 2010, the Revocable Trust No. 2 of Carl R. Pohlad Created Under
Agreement Dated May 28, 1993, as amended, of which Carl R. Pohlad was the sole
trustee and the sole beneficiary, and of which Donald E. Benson, James O.
Pohlad, Robert C. Pohlad, William M. Pohlad and Raymond W. Zehr, Jr. are now the
trustees and James O. Pohlad, Robert C. Pohlad, William M. Pohlad are now the
beneficiaries, sold 387,496 shares of the Company’s common stock to the
Reporting Persons on a ratable basis, as illustrated in the following
table:
Name
|
Shares
|
James
O. Pohlad
|
129,165
|
Robert
C. Pohlad
|
129,166
|
William
M. Pohlad
|
129,165
|
The following table shows the number of
shares of the Company’s capital stock owned by, and percentage beneficial
ownership of, each of the Reporting Persons and by the Reporting Persons as a
group as of March 22, 2010:
Name
|
Shares
of Common Stock
|
Percentage
of Class
|
Shares
of Series A Preferred Stock
|
Percentage
of Class
|
Common
Stock and Equivalents
|
Percentage Beneficial Ownership
All Classes
(2)
|
James
O. Pohlad
(1)
|
1,066,107
|
9.17%
|
334
|
33.4%
|
1,166,483
|
9.78%
|
Robert
C. Pohlad
|
1,066,107
|
9.17%
|
333
|
33.3%
|
1,166,183
|
9.78%
|
William
M. Pohlad
|
1,066,107
|
9.17%
|
333
|
33.3%
|
1,166,183
|
9.78%
|
Reporting
Persons as a Group
|
3,198,321
|
27.51%
|
1,000
|
100%
|
3,498,849
|
29.35%
|
(1)
|
Includes
176 shares of common stock James O. Pohlad has the obligation to
repurchase and right to repurchase from W. Douglas Hile for aggregate
consideration of $10.00 pursuant to that certain Director’s Qualifying
Shares Agreement, dated July 25, 2003. The repurchase obligation is
triggered upon (a) the voluntary or involuntary termination of Mr. Hile as
a member of the Board of Directors of the Company; (b) notice of desire to
sell or repurchase, respectively; (c) determination of the provisions of
the Director’s Qualifying Shares Agreement as illegal, unenforceable or in
contravention of banking law; or (d) bankruptcy or insolvency of Mr.
Hile. Although Mr. Hile is no longer a member of the Board of
Directors of the Company, Mr. Pohlad’s repurchase of the 176 shares of
common stock has not yet been effected, and such shares remain subject to
the Director’s Qualifying Shares
Agreement.
|
(2)
|
Each
share of Series A Preferred Stock was convertible into 300.528 shares of
the Company’s common stock as of February 12, 2010, which is the date for
which the most recently publicly available data has been
presented.
|
The percentages of beneficial ownership
are based on the following number of shares of each class outstanding as of
March 1, 2010, as represented by the Company in its Annual Report on Form 10–K
for the year ended December 31, 2009: 11,622,048 shares of common stock and
1,000 shares of Series A Preferred Stock. The column entitled “Common
Stock and Equivalents” represents the number of shares of the Company’s common
stock and the number of shares of the Company’s common stock issuable within
sixty (60) days of March 22, 2010 upon conversion of the Company’s Series A
Preferred Stock, as described below. The column entitled “Percentage of
Beneficial Ownership All Classes” shows the percentage beneficial ownership of
the Company’s common stock and the shares of the Company’s common stock issuable
within sixty (60) days of March 22, 2010 upon conversion of the Company’s Series
A Preferred Stock.
The Series A Preferred Stock is
convertible into the number of shares of the Company’s common stock as is equal
to the liquidation amount divided by the conversion price. The liquidation
amount per share of Series A Preferred Stock is $1,000 plus 8.5% per annum of
$1,000, accruing from the date of issuance of the Series A Preferred
Stock. The initial conversion price is $5.63 per share of common
stock. Both the liquidation amount and the conversion price are subject to
adjustment upon the occurrence of certain events. Based upon the above
formula, each share of Series A Preferred Stock was convertible into 300.528
shares of the Company’s common stock as of February 12, 2010, which is the date
for which the most recently publicly available data has been
presented.
The following number of shares of the
Company’s common stock are issuable within sixty (60) days of March 22, 2010
upon conversion of the Series A Preferred Stock held by the following Reporting
Persons:
James
O. Pohlad
|
100,376
|
Robert
C. Pohlad
|
100,076
|
William
M. Pohlad
|
100,076
|
Each
Reporting Person has sole voting and shared investment power over the respective
securities noted above as beneficially owned by him. In addition, pursuant
to that certain Director’s Disqualifying Shares Agreement, dated July 25, 2003,
James O. Pohlad was granted voting power over the 176 shares of the Company’s
common stock held by Mr. Hile that are the subject of the Director’s
Disqualifying Shares Agreement. Mr. Hile is no longer a member of the
Board of Directors of the Company, but Mr. Pohlad’s repurchase of the 176 shares
of common stock has not yet been effected so such shares remain subject to the
Director’s Qualifying Shares Agreement.
(c) In the past sixty (60)
days, transactions effected by the Reporting Persons or by any other person
whose beneficial ownership may be attributable to the Reporting Persons
consisted only of the transactions described above.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Pursuant
to pledge agreements that were executed by each of James O. Pohlad, Robert C.
Pohlad and William M. Pohlad in favor of James O. Pohlad, Robert C. Pohlad,
William M. Pohlad, Donald E. Benson and Raymond W. Zehr, Jr., as Trustees of the
Revocable Trust No. 2 of Carl R. Pohlad Created Under Agreement Dated May 28,
1993, as amended (the “
Lender
”), each of the
Reporting Persons pledged all of his shares of the Company’s common stock to the
Lender as collateral under certain promissory notes that each Reporting Person
executed with the Lender (the “
Notes
”). The
Lender then assigned, transferred and conveyed each of the pledge agreements and
all of the Lender’s right, title and interest in, to and under the pledge
agreements to Glen Fuerstneau, John B. Jasper and John C.
Beuerlein, as Co–Trustees of the Pohlad Charitable Lead Trust created by the
Revocable Trust No. 2 of Carl R. Pohlad Created Under Agreement Dated May
28, 1993, as amended (the “
Assignee
”) pursuant to an
assignment and assumption agreement between the Lender and the
Assignee. Accordingly, upon a default under any pledge agreement, the
Assignee is entitled to exercise all rights as a holder of the defaulting
Reporting Person’s shares of the Company’s common stock, including exercising
the right to vote and dispose of such shares.
Item
7.
|
Materials
to be filed as Exhibits.
|
A.
Certificate of Rights, Preferences and Privileges of Series A Convertible
Perpetual Preferred Stock of First California Financial Group, Inc.,
incorporated by reference to Exhibit A to Amended and Restated Certificate of
Incorporation of First California Financial Group, Inc. (incorporated by
reference to Appendix A to First California Financial Group, Inc.’s Definitive
Proxy Statement, dated May 29, 2007).
B.
Registration Rights Agreement, dated June 15, 2006, by and between First
California Financial Group, Inc. and the Reporting Persons (incorporated by
reference to Exhibit 10.10 to First California Financial Group, Inc.’s Form S–4
Registration No. 333–138161 filed on October 23, 2006).
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Date:
March 31, 2010
/s/ James O.
Pohlad
James O.
Pohlad
/s/ Robert C.
Pohlad
Robert C.
Pohlad
/s/ William P.
Pohlad
William
M. Pohlad
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