UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BankGuam Holding Company
(Name of Issuer)
Common Stock, par value $0.2083 per share
(Title of Class of Securities)
U0664B109
(CUSIP Number)
February 13, 2014
(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)
* | 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. |
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).
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Lourdes A. Leon Guerrero | |||||
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
3,684,364 | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
44,983 | |||||
8. | Shared Dispositive Power
16,461 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,684,364 | |||||
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)
41.85%* | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
2
CUSIP No. U0664B109 |
1. | Name of Reporting Person
William D. Leon Guerrero | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
3,968 | |||||
8. | Shared Dispositive Power
33,028 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,996 | |||||
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)
0.42%* | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
3
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Luis G. Camacho | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
263,663 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
263,663 | |||||
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)
2.99%* | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
4
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Ralph G. Sablan | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
75,680 | |||||
8. | Shared Dispositive Power
351,889 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
427,579 | |||||
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)
4.85%* | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
5
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Martin D. Leon Guerrero | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
-0- | |||||
8. | Shared Dispositive Power
65,703 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,703 | |||||
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)
0.74%* | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
6
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Joe T. 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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
1,149 | |||||
8. | Shared Dispositive Power
8,637 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,786 | |||||
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)
0.11%* | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
7
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Eugenia A. Leon Guerrero | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
1,726,584 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,726,584 | |||||
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)
19.61%* | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
8
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Felino R. Amistad, Jr. | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
154,267 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
154,267 | |||||
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)
1.75%* | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
9
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Pedro P. Ada, Jr. | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
430,838 | |||||
8. | Shared Dispositive Power
147,255 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
578,113 | |||||
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)
6.58%* | |||||
12. | Type of Reporting Person (See Instructions)
IN |
* | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
10
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Vincent A. Leon Guerrero | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
88,029 | |||||
8. | Shared Dispositive Power
1,220 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
89,249 | |||||
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 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
11
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Agnes Leon Guerrero Winters | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
88,017 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
88,017 | |||||
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 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
12
CUSIP No. U0664B109 |
1. | Name of Reporting Person
Michael S. Wu | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
88,962 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
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 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
13
CUSIP No. U0664B109 |
1. | Name of Reporting Person
James S. Wu | |||||
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
88,963 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
88,963 | |||||
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 8,802,115 shares of Common Stock outstanding as of March 17, 2014, as indicated by the Issuer. |
14
CUSIP No. U0664B109 |
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
-0- | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
4,986 | |||||
8. | Shared Dispositive Power
52 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,038 | |||||
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 8,802,115 shares of Common Stock outstanding as of March 17, 2014, 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).
Item 1.
(a) | Name of Issuer: |
BankGuam Holding Company |
(b) | Address of Issuers Principal Executive Offices: |
P.O. Box BW |
Hagatna, Guam 96910 |
Item 2.
(a) | Name of Persons Filing: |
Lourdes A. Leon Guerrero |
William D. Leon Guerrero |
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 |
Michael S. 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 |
(c) | Citizenship: |
See Item 4 of each cover page. |
(d) | Title of Class of Securities: |
Common Stock, $0.2083 par value per share. |
16
(3) | CUSIP Number: |
U0664B109 |
Item 3.
Not applicable. |
Item 4. | Ownership. |
(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 3,684,364 shares of Common Stock, which are subject to the VTA (see Item 5 below) under which Ms. Guerrero serves as Trustee. Of the 3,684,364 shares of Common Stock, (i) 40,983 shares are held directly; (ii) 4,800 shares are held in trust for the benefit of Ms. Guerreros children; (iii) 16,461 are held by Ms. Guerrero and her husband as joint tenants; and (iv) 4,036 shares are held by Ms. Guerrero as a custodian.
William D. Leon Guerrero may be deemed to be the beneficial owner of 30,508 shares of Common Stock held as follows: (i) 3,968 shares held directly; (ii) 30,508 shares held by William D. Leon Guerrero and Zita T. Leon Guerrero; (iii) 2,520 shares held directly by Zita T. Leon Guerrero
Luis G. Camacho may be deemed to be the beneficial owner of 263,663 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 427,579 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) 351,899 shares held by Ralph G. Sablan and Maryanne G. Sablan as joint tenants.
Martin D. Leon Guerrero may be deemed to be the beneficial owner of 65,703 shares of Common Stock held by Martin D. Leon Guerrero and Barbara B. B. Leon Guerrero as joint tenants.
Joe T. San Agustin may be deemed to be the beneficial owner of 9,786 shares of Common Stock held as follows: (i) 329 shares held directly; (ii) 820 shares held indirectly through an IRA; and (iii) 8,637 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 1,726,584 shares of Common Stock held as follows: (i) 1,715,884 as trustee of The Jesus S. Leon Guerrero Family Trust dated December 14, 2000; and (ii) 10,700 shares held directly.
Felino R. Amistad, Jr. may be deemed to be the beneficial owner of 154,267 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 578,113 shares of Common Stock held as follows: (i) 430,838 shares held indirectly through Ada S. Trust and Investment, Inc.; and (ii) 147,255 shares held by Pedro P. Ada, Jr. and Fe P. Ada as joint tenants.
Vincent A. Leon Guerrero may be deemed to be the beneficial owner of 89,249 shares of Common Stock held as follows: (i) 88,029 shares held directly; and (ii) 1,220 shares held by Vincent Leon Guerrero and Machelle A. C. Leon Guerrero as joint tenants
Agnes Leon Guerrero Winters may be deemed to be the beneficial owner of 88,017 shares of Common Stock held directly.
Michael S. Wu may be deemed to be the beneficial owner of 88,962 shares of Common Stock held directly.
17
James S. Wu may be deemed to be the beneficial owner of 88,963 shares of Common Stock held directly.
John S. San Agustin may be deemed to be the beneficial owner of 5,038 shares of Common Stock held as follows: (i) 4,986 shares held directly; and (ii) 52 shares held by John S. San Agustin & Carmen S. San Agustin as joint tenants
(b) | Percent of class: |
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 were 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 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.
18
On February 13, 2014, pursuant to Section 9.03 of the VTA, the shareholders of the VTA terminated the VTA effective November 28, 2013 and entered into an entirely new Voting Trust Agreement (the New VTA) consisting of the Reporting Persons.
Under the new 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 new VTA (the Shares). The new 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 new 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 new VTA) are nominees for director of the Issuer, the Trustee shall vote the Shares in favor of such nominees. The new VTA also contains provisions restricting the transfer by the Reporting Persons of the Shares.
Given the terms of the new VTA, the Reporting Persons may be deemed to constitute a group that, as of the date hereof, collectively beneficially owns 3,684,364 shares of Common Stock, or approximately 41.85%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.
Item 10. | Certifications. |
Not applicable.
1 | The calculation of the foregoing percentage is based on 8,802,115 shares of Common Stock outstanding as of March 17, 2014, 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: March 21, 2014
LOURDES A. LEON GUERRERO, TRUSTEE FOR THE VOTING TRUST AGREEMENT DATED AS OF | ||
NOVEMBER 29, 2013 | ||
By: | /s/ Lourdes A. Leon Guerrero | |
Lourdes A. Leon Guerrero, Trustee | ||
/s/ Lourdes A. Leon Guerrero | ||
Lourdes A. Leon Guerrero | ||
LOURDES A. LEON GUERRERO & JEFFREY COOK, JOINT TENANTS | ||
/s/ Lourdes A. Leon Guerrero | ||
Lourdes A. Leon Guerrero | ||
* | ||
Jeffrey Cook | ||
LOURDES A. LEON GUERRERO CUSTODIAN FOR ANNA-LOURDES SHIMIZU | ||
By: | /s/ Lourdes A. Leon Guerrero | |
Lourdes A. Leon Guerrero, Custodian | ||
LOURDES A. LEON GUERRERO CUSTODIAN FOR NAIMA S. COOK | ||
By: | /s/ Lourdes A. Leon Guerrero | |
Lourdes A. Leon Guerrero, Custodian | ||
LOURDES A. LEON GUERRERO CUSTODIAN FOR DEXTER JEFFREY HUYNH | ||
By: | /s/ Lourdes A. Leon Guerrero | |
Lourdes A. Leon Guerrero, Custodian |
20
JEFFREY COOK OR LOURDES A. LEON GUERRERO TRUST FOR MARIANA LEON GUERRERO COOK | ||
By: | /s/ Lourdes A. Leon Guerrero | |
Lourdes A. Leon Guerrero, Trustee | ||
By: | * | |
Jeffrey Cook, Trustee | ||
MARIANA LEON GUERRERO COOK BY JEFFREY COOK OR LOURDES A. LEON GUERRERO | ||
By: | /s/ Lourdes A. Leon Guerrero | |
Lourdes A. Leon Guerrero, Trustee | ||
By: | * | |
Jeffrey Cook, Trustee | ||
JEFFREY COOK OR LOURDES A. LEON GUERRERO TRUST FOR JOAQUIN PHILLIP LEON GUERRERO COOK | ||
By: | /s/ Lourdes A. Leon Guerrero | |
Lourdes A. Leon Guerrero, Trustee | ||
By: | * | |
Jeffrey Cook, Trustee | ||
JOAQUIN PHILLIP LEON GUERRERO COOK BY JEFFREY COOK OR LOURDES A. LEON GUERRERO | ||
By: | /s/ Lourdes A. Leon Guerrero | |
Lourdes A. Leon Guerrero, Trustee | ||
By: | * | |
Jeffrey Cook, Trustee | ||
* | ||
Eugenia A. Leon Guerrero | ||
JESUS S. LEON GUERRERO FAMILY TRUST | ||
By: | * | |
Eugenia A. Leon Guerrero, Trustee |
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/s/ William D. Leon Guerrero | ||
William D. Leon Guerrero | ||
* | ||
Zita T. Leon Guerrero | ||
WILLIAM D. LEON GUERRERO AND ZITA T. LEON GUERRERO | ||
/s/ William D. Leon Guerrero | ||
William D. Leon Guerrero | ||
* | ||
Zita T. Leon Guerrero | ||
LUIS G. CAMACHO & CYNTHIA L. CAMACHO, TRUSTEE FOR THE LUIS AND CYNTHIA CAMACHO LIVING TRUST DATED 3/20/09 | ||
By: | * | |
Luis G. Camacho, Trustee | ||
By: | * | |
Cynthia Camacho, Trustee | ||
* | ||
Ralph G. Sablan | ||
RALPH G. SABLAN MD, P.C. | ||
By: | * | |
Ralph G. Sablan, MD | ||
RALPH G. SABLAN & MARYANNE G. SABLAN, JOINT TENANTS | ||
* | ||
Ralph G. Sablan | ||
* | ||
Maryanne G. Sablan |
22
MARTIN D. LEON GUERRERO & BARBARA B. B. LEON GUERRERO, JOINT TENANTS | ||
* | ||
Martin D. Leon Guerrero | ||
* | ||
Barbara B. B. Leon Guerrero | ||
* | ||
Joe T. San Agustin | ||
JOE T. SAN AGUSTIN - IRA | ||
By: | * | |
Joe T. San Agustin | ||
JOE T. SAN AGUSTIN & CARMEN S. SAN AGUSTIN, JOINT TENANTS | ||
* | ||
Joe T. San Agustin | ||
* | ||
Carmen S. San Agustin | ||
FELINO R. AMISTAD, JR., TRUSTEE FOR THE FELINO R. AMISTAD AND FULGENCIA R AMISTAD TRUST DATED 05/05/97 | ||
By: | * | |
Felino R. Amistad, Jr., Trustee | ||
PEDRO P. ADA JR & FE P. ADA, JOINT TENANTS | ||
* | ||
Pedro P. Ada, Jr. | ||
* | ||
Fe P. Ada | ||
ADAS TRUST & INVESTMENT INC. | ||
By: | * | |
Pedro P. Ada, Jr. | ||
* | ||
Vincent A. Leon Guerrero |
23
VINCENT A. LEON GUERRERO AND MACHELLE A.C. LEON GUERRERO, JOINT TENANTS |
* |
Vincent A. Leon Guerrero |
* |
Machelle A.C. Leon Guerrero |
* |
Agnes Leon Guerrero Winters |
* |
Michael S. Wu |
* |
James S. Wu |
* |
John S. San Agustin |
* By: | /s/ Lourdes A. Leon Guerrero | |
Lourdes A. Leon Guerrero, Attorney-In Fact |
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EXHIBITS
Exhibit No. |
Exhibit | |
1 | Amended and Restated Joint Filing Agreement among Lourdes A. Leon Guerrero, William D. Leon Guerrero, 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, Michael S. 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 granted by Lourdes A. Leon Guerrero. | |
3 | Power of Attorney granted by Eugenia A. Leon Guerrero. | |
4 | Power of Attorney granted by William D. Leon Guerrero. | |
5 | Power of Attorney granted by Joe T. San Agustin. | |
6 | Power of Attorney granted by Vincent A. Leon Guerrero. | |
7 | Power of Attorney granted by Michael Wu. |
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