UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
|
Common Stock, par value $0.2083 per share
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(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The
information required in 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).
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1.
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Name of Reporting Person
Lourdes A. Leon Guerrero
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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|
Citizenship or Place of
Organization
U.S.
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Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
5.
|
|
Sole Voting Power
3,978,584
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|
6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
37,523
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8.
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Shared Dispositive Power
14,961
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,978,584
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
45.32%*
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12.
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Type of Reporting Person (See
Instructions)
IN
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*
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The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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2
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1.
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Name of Reporting Person
Roger P. Crouthamel
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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|
Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole Voting Power
58,060
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
440,970
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
440,970
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10.
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|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
5.02%*
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12.
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Type of Reporting Person (See
Instructions)
IN
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*
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The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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3
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1.
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Name of Reporting Person
Luis G. Camacho
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
|
|
Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
5.
|
|
Sole Voting Power
-0-
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
258,207
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
258,207
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
2.94%*
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12.
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Type of Reporting Person (See
Instructions)
IN
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*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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4
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1.
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Name of Reporting Person
Ralph G. Sablan
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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|
Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
5.
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Sole Voting Power
500
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
75,680
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8.
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Shared Dispositive Power
351,344
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
427,024
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
4.86%*
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12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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5
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1.
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Name of Reporting Person
Martin D. Leon Guerrero
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S.
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole Voting Power
6,850
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
64,860
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
64,860
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
0.74%*
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12.
|
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Type of Reporting Person (See
Instructions)
IN
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*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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6
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1.
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Name of Reporting Person
Joe T. San Agustin
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
9,637
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8.
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Shared Dispositive Power
8,488
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,637
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
0.11%*
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12.
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Type of Reporting Person (See
Instructions)
IN
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*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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7
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1.
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Name of Reporting Person
Eugenia A. Leon Guerrero
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
|
3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole Voting Power
10,700
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
1,708,209
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,708,209
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10.
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|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
19.46%*
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12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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8
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1.
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Name of Reporting Person
Felino R. Amistad, Jr.
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
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5.
|
|
Sole Voting Power
-0-
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
196,568
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
196,568
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10.
|
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
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Percent of Class Represented by
Amount in Row (9)
2.24%*
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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9
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1.
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Name of Reporting Person
Pedro P. Ada, Jr.
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
|
3.
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SEC Use Only
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4.
|
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Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
5.
|
|
Sole Voting Power
30,013
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
429,392
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8.
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Shared Dispositive Power
141,616
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
571,008
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10.
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|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
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|
Percent of Class Represented by
Amount in Row (9)
6.51%*
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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10
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1.
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Name of Reporting Person
Vincent A. Leon Guerrero
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2.
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Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
|
3.
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SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
5.
|
|
Sole Voting Power
1,220
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6.
|
|
Shared Voting Power
-0-
|
|
7.
|
|
Sole Dispositive Power
88,236
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8.
|
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Shared Dispositive Power
1,220
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,236
|
10.
|
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
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Percent of Class Represented by
Amount in Row (9)
1.01%*
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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11
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1.
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Name of Reporting Person
Agnes Leon Guerrero Winters
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2.
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|
Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
|
3.
|
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SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
5.
|
|
Sole Voting Power
-0-
|
|
6.
|
|
Shared Voting Power
-0-
|
|
7.
|
|
Sole Dispositive Power
87,015
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8.
|
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Shared Dispositive Power
-0-
|
9.
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|
Aggregate Amount Beneficially Owned by Each Reporting Person
87,015
|
10.
|
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
|
Percent of Class Represented by
Amount in Row (9)
0.99%*
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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12
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1.
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Name of Reporting Person
The Estate of Carl C. Wu
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2.
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|
Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
5.
|
|
Sole Voting Power
-0-
|
|
6.
|
|
Shared Voting Power
-0-
|
|
7.
|
|
Sole Dispositive Power
88,962
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8.
|
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Shared Dispositive Power
-0-
|
9.
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|
Aggregate Amount Beneficially Owned by Each Reporting Person
88,962
|
10.
|
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
|
Percent of Class Represented by
Amount in Row (9)
1.01%*
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
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13
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1.
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Name of Reporting Person
James S. Wu
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2.
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|
Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
5.
|
|
Sole Voting Power
-0-
|
|
6.
|
|
Shared Voting Power
-0-
|
|
7.
|
|
Sole Dispositive Power
177,925
|
|
8.
|
|
Shared Dispositive Power
-0-
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
177,925
|
10.
|
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
|
Percent of Class Represented by
Amount in Row (9)
2.03%*
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
|
14
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|
|
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|
1.
|
|
Name of Reporting Person
John S. San Agustin
|
2.
|
|
Check the Appropriate Box if a
Member of a Group
(a)
¨
(b)
x
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
U.S.
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
5.
|
|
Sole Voting Power
652
|
|
6.
|
|
Shared Voting Power
-0-
|
|
7.
|
|
Sole Dispositive Power
4,384
|
|
8.
|
|
Shared Dispositive Power
52
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,436
|
10.
|
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
|
Percent of Class Represented by
Amount in Row (9)
0.05%*
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the Issuer.
|
15
STATEMENT ON SCHEDULE 13G
This Statement on Schedule 13G (this Schedule 13G) is filed with the U.S. Securities and Exchange Commission on
February 14, 2012.
Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, and as provided in
the Joint Filing Agreement filed as Exhibit 1 to this Schedule 13G, each of the persons listed below under Item 2 (each a Reporting Person, and collectively the Reporting Persons), have agreed to file one statement with
respect to their ownership of common stock (the Common Stock) of BankGuam Holding Company (the Issuer).
BankGuam
Holding Company
|
(b)
|
Address of Issuers Principal Executive Offices:
|
P.O. Box BW
Hagatna, Guam 96910
|
(a)
|
Name of Persons Filing:
|
Lourdes
A. Leon Guerrero
Roger P. Crouthamel
Luis G. Camacho
Ralph G. Sablan
Martin D. Leon Guerrero
Joe T. San Agustin
Eugenia A. Leon Guerrero
Felino R. Amistad, Jr.
Pedro P. Ada, Jr.
Vincent A. Leon Guerrero
Agnes Leon Guerrero Winters
The Estate of Carl C. Wu
James S. Wu
John S. San Agustin
|
(b)
|
Address of Principal Business Office, or, if None, Residence:
|
c/o BankGuam Holding Company
P.O. Box BW
Hagatna, Guam 96910
See Item 4 of
each cover page.
|
(d)
|
Title of Class of Securities:
|
Common Stock, $0.2083 par value per share.
U0664B109
16
Not applicable.
|
(a)
|
Amount beneficially owned:
|
Unless otherwise stated below, shares set forth on each cover page are held directly by the Reporting Person and are subject to the VTA
(see Item 5 below).
Lourdes A. Leon Guerrero may be deemed to be the beneficial owner of 3,978,584 shares of Common
Stock, consisting of 3,926,100 shares of Common Stock which are subject to the VTA (see Item 5 below) under which Ms. Guerrero serves as Trustee and 52,484 shares of Common Stock of which she may be deemed the beneficial owner, which are
not subject to the VTA. Of the 52,484 shares of Common Stock, (i) 34,407 shares are held directly; (ii) 4,300 shares are held in trusts for the benefit of Ms. Guerreros children; (iii) 10,661 are held by Ms. Guerrero
and her husband as joint tenants; and (iv) 3,116 shares are held by Ms. Guerrero as a custodian.
Roger P.
Crouthamel may be deemed to be the beneficial owner of 427,024 shares of Common Stock held indirectly as follows: (i) 382,910 shares as a trustee of The Crouthamel Family Trust dated December 31, 1991, which are subject to the VTA;
(ii) 40,166 shares as trustee for The John Kerr Grandchildrens Trust dated May 30, 1990, which are not subject to the VTA; and (iii) 17,894 shares as custodian for Lauren K. Crouthamel, which are not subject to the VTA.
Luis G. Camacho may be deemed to be the beneficial owner of 258,207 shares of Common Stock held indirectly as a co-trustee of
The Luis G. Camacho and Cynthia L. Camacho Living Trust dated March 20, 2009.
Dr. Ralph G. Sablan may be
deemed to be the beneficial owner of 426,524 shares of Common Stock held as follows: (i) 680 shares held directly; (ii) 75,000 shares held indirectly through Ralph G. Sablan MD, P.C.; and (iii) 351,344 shares held by Ralph G. Sablan
and Maryanne G. Sablan as joint tenants. All but 500 shares of the foregoing are subject to the VTA.
Martin D. Leon Guerrero
may be deemed to be the beneficial owner of 64,860 shares of Common Stock held by Martin D. Leon Guerrero and Barbara B. B. Leon Guerrero as joint tenants, 6,850 of which are not subject to the VTA.
Joe T. San Agustin may be deemed to be the beneficial owner of 9,637 shares of Common Stock held as follows: (i) 329 shares held
directly; (ii) 820 shares held indirectly through an IRA; and (iii) 8,488 shares held by Joe T. San Agustin and Carmen S. San Agustin as joint tenants.
Eugenia A. Leon Guerrero may be deemed to be the beneficial owner of 1,708,209 shares of Common Stock held as follows: (i) 1,697,509 as trustee of The Jesus S. Leon Guerrero Family Trust dated
December 14, 2000; and (ii) 10,700 shares held directly, which are not subject to the VTA.
Felino R. Amistad, Jr.
may be deemed to be the beneficial owner of 196,568 shares of Common Stock held indirectly as a trustee of Felino R. Amistad and Fulgencia R. Amistad Trust dated May 5, 1997.
Pedro P. Ada, Jr. may be deemed to be the beneficial owner of 571,008 shares of Common Stock held as follows: (i) 429,392 shares
held indirectly through Ada S. Trust and Investment, Inc., 19,800 shares of which are not subject to the VTA; and (ii) 141,616 shares held by Pedro P. Ada, Jr. and Fe P. Ada as joint tenants, 10,213 shares of which are not subject to the VTA.
Vincent A. Leon Guerrero may be deemed to be the beneficial owner of 88,236 shares of Common Stock held as follows:
(i) 87,016 shares held directly; and (ii) 1,220 shares held by Vincent Leon Guerrero and Machelle A. C. Leon Guerrero as joint tenants, which are not subject to the VTA.
17
Agnes Leon Guerrero Winters may be deemed to be the beneficial owner of 87,015 shares of
Common Stock held directly.
The Estate of Carl Wu may be deemed to be the beneficial owner of 88,962 shares of Common Stock
held directly.
James S. Wu may be deemed to be the beneficial owner of 177,925 shares of Common Stock held as follows:
(i) 88,963 shares of Common Stock held directly; and (ii) 88,962 shares of Common Stock held indirectly as executor of The Estate of Carl Wu.
John S. San Agustin may be deemed to be the beneficial owner of 4,436 shares of Common Stock held as follows: (i) 4,284 shares held directly, 500 shares of which are not subject to the VTA;
(ii) 52 shares held by John S. San Agustin and Carmen S. San Agustin as joint tenants, which are not subject to the VTA; and (iii) 100 shares held indirectly as custodian for Kory Mathew Mafnas UTMA CA, which are not subject to the VTA.
See
Item 11 of each cover page, which is based upon Item 9 of each cover page. See also Item 4(a) above.
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
See Item 5 of each cover page.
|
(ii)
|
Shared power to vote or to direct the vote
|
See Item 6 of each cover page.
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
See Item 7 of each cover page.
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
See Item 8 of each cover page.
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not applicable.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not applicable.
Item 8.
|
Identification and Classification of Members of the Group.
|
The Reporting Persons are parties to a Voting Trust Agreement, dated as of September 18, 1990, as amended on July 8, 1991 and December 29, 1992, among themselves, Lourdes A. Leon Guerrero
(as Trustee) and the Bank of Guam (the VTA). The Bank of Guam (the Bank) formed BankGuam Holding Company (the Issuer) for the sole purpose of acquiring the Bank and serving as the Banks parent
bank holding company. Effective on August 15, 2011 (the Effective Date), the Issuer acquired the Bank in a transaction (the Reorganization) effected under Guam law and in accordance with the terms of an Agreement and
Plan of Reorganization and Merger dated
18
October 29, 2010 (the Agreement). Pursuant to the Agreement, on the Effective Date each of the 8,771,197 then outstanding shares of the Banks $0.2083 par value common stock
formerly held by its shareholders was converted into one newly issued share of the Issuers $0.2083 par value common stock, and the Bank became a wholly-owned subsidiary of the Issuer. Pursuant to Section 11.06 of the VTA, the Issuer is a
successor corporation of the Bank.
Under the VTA, the Reporting Persons agreed to grant the Trustee certain powers and rights with respect to
shares of Common Stock of the Issuer owned by the Reporting Persons as set forth in Exhibit A to the VTA (the Shares). The VTA provides, among other things, that the Trustee has the power and discretion to vote, consent to or take any
shareholder action of any kind concerning the Issuer. The VTA limits this right by (1) requiring that in selecting any nominee or proxy, the Trustee must select a nominee or proxy who is either a shareholder, director or officer of the Issuer;
(2) providing that a majority of the Shares held by the Reporting Persons may advise the Trustee in writing that the Trustee is not authorized to take a proposed vote, consent or action; and (3) requiring that if any Reporting Persons or
Permitted Transferees of Reporting Persons (as defined in the VTA) are nominees for director of the Issuer, the Trustee shall vote the Shares in favor of such nominees. The VTA also contains provisions restricting the transfer by the Reporting
Persons of the Shares.
Given the terms of the VTA, the Reporting Persons may be deemed to constitute a group
that, as of the date hereof, collectively beneficially owns 3,978,584 shares of Common Stock, or approximately
45.32%
1
, of the Issuers outstanding Common Stock for
purposes of Section 13(d)(3) of the Act. Each Reporting Person disclaims membership in any such group and disclaims beneficial ownership of the securities reported other than the amounts reported on such Reporting Persons
cover page included herein.
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not
applicable.
1
|
The calculation of the foregoing percentage is based on 8,778,697 shares of Common Stock outstanding as of December 31, 2011, as indicated by the
Issuer.
|
19
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated February 12, 2012
|
|
|
/s/ Lourdes A. Leon Guerrero
|
Lourdes A. Leon Guerrero
|
|
ROGER P. CROUTHAMEL, TRUSTEE FOR THE CROUTHAMEL FAMILY TRUST DATED 12/31/1991
|
|
|
By:
|
|
/s/ Roger P. Crouthamel
|
|
|
Roger P. Crouthamel, Trustee
|
|
LUIS G. CAMACHO & CYNTHIA L. CAMACHO, TRUSTEE FOR THE LUIS AND CYNTHIA CAMACHO LIVING TRUST DATED 3/20/09
|
|
|
By:
|
|
/s/ Luis G. Camacho
|
|
|
Luis G. Camacho, Trustee
|
|
|
By:
|
|
/s/ Cynthia Camacho
|
|
|
Cynthia Camacho, Trustee
|
|
/s/ Ralph G. Sablan
|
Ralph G. Sablan
|
|
RALPH G. SABLAN MD, P.C.
|
|
|
By:
|
|
/s/ Ralph G. Sablan
|
|
|
Ralph G. Sablan, MD
|
|
RALPH G. SABLAN & MARYANNE G. SABLAN, JOINT TENANTS
|
|
/s/ Ralph G. Sablan
|
Ralph G. Sablan
|
|
/s/ Maryanne G. Sablan
|
Maryanne G. Sablan
|
20
|
|
|
|
MARTIN D. LEON GUERRERO & BARBARA B. B. LEON GUERRERO, JOINT TENANTS
|
|
/s/ Martin D. Leon Guerrero
|
Martin D. Leon Guerrero
|
|
/s/ Barbara B. B. Leon Guerrero
|
Barbara B. B. Leon Guerrero
|
|
/s/ Joe T. San Agustin
|
Joe T. San Agustin
|
|
JOE T. SAN AGUSTIN & CARMEN S. SAN AGUSTIN, JOINT TENANTS
|
|
/s/ Joe T. San Agustin
|
Joe T. San Agustin
|
|
/s/ Carmen S. San Agustin
|
Carmen S. San Agustin
|
|
JESUS S. LEON GUERRERO FAMILY TRUST
|
|
|
By:
|
|
/s/ Eugenia A. Leon Guerrero
|
|
|
Eugenia A. Leon Guerrero, Trustee
|
|
FELINO R. AMISTAD, JR., TRUSTEE FOR THE FELINO R. AMISTAD AND FULGENCIA R AMISTAD TRUST DATED 05/05/97
|
|
|
By:
|
|
/s/ Felino R. Amistad, Jr.
|
|
|
Felino R. Amistad, Jr., Trustee
|
|
PEDRO P. ADA JR & FE P. ADA, JOINT TENANTS
|
|
/s/ Pedro P. Ada, Jr.
|
Pedro P. Ada, Jr.
|
|
/s/ Fe P. Ada
|
Fe P. Ada
|
|
ADAS TRUST & INVESTMENT INC.
|
|
|
By:
|
|
/s/ Pedro P. Ada, Jr.
|
|
|
Pedro P. Ada, Jr.
|
21
|
|
|
|
/s/ Vincent A. Leon Guerrero
|
Vincent A. Leon Guerrero
|
|
/s/ Agnes Leon Guerrero Winters
|
Agnes Leon Guerrero Winters
|
|
THE ESTATE OF CARL C. WU
|
|
|
By:
|
|
/s/ James Wu
|
|
|
James Wu, Executor
|
|
/s/ James S. Wu
|
James S. Wu
|
|
/s/ John S. San Agustin
|
John S. San Agustin
|
22
EXHIBITS
|
|
|
Exhibit No.
|
|
Exhibit
|
|
|
1
|
|
Joint Filing Agreement among Lourdes A. Leon Guerrero, Roger P. Crouthamel, Luis G. Camacho, Ralph G. Sablan, Martin D. Leon Guerrero, Joe T. San Agustin, Eugenia A. Leon Guerrero,
Felino R. Amistad, Jr. , Pedro P. Ada, Jr., Vincent A. Leon Guerrero, Agnes Leon Guerrero Winters, The Estate of Carl C. Wu, James S. Wu and John S. San Agustin as required by 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended.
|
|
|
2
|
|
Power of Attorney, dated February 12, 2012, granted by Roger P. Crouthamel.
|
|
|
3
|
|
Power of Attorney, dated February 12, 2012, granted by Luis G. Camacho.
|
|
|
4
|
|
Power of Attorney, dated February 12, 2012, granted by Ralph G. Sablan.
|
|
|
5
|
|
Power of Attorney, dated February 12, 2012, granted by Martin D. Leon Guerrero.
|
|
|
6
|
|
Power of Attorney, dated February 12, 2012, granted by Joe T. San Agustin.
|
|
|
7
|
|
Power of Attorney, dated February 12, 2012, granted by Eugenia A. Leon Guerrero.
|
|
|
8
|
|
Power of Attorney, dated February 12, 2012, granted by Felino R. Amistad, Jr.
|
|
|
9
|
|
Power of Attorney, dated February 12, 2012, granted by Pedro P. Ada, Jr.
|
|
|
10
|
|
Power of Attorney, dated February 12, 2012, granted by Vincent A. Leon Guerrero.
|
|
|
11
|
|
Power of Attorney, dated February 12, 2012, granted by Agnes Leon Guerrero Winters.
|
|
|
12
|
|
Power of Attorney, dated February 12, 2012, granted by The Estate of Carl C. Wu.
|
|
|
13
|
|
Power of Attorney, dated February 12, 2012, granted by James S. Wu.
|
|
|
14
|
|
Power of Attorney, dated February 12, 2012, granted by John S. San Agustin.
|
23
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