Exhibit 99(d)
SDNB FINANCIAL CORP.
1420 Kettner Boulevard
San Diego, California 92101
(619) 233-1234, ext. 717
LETTER OF TRANSMITTAL
[Date]
IMPORTANT NOTICE AND INSTRUCTIONS
CONCERNING YOUR RIGHT TO SUBSCRIBE FOR COMMON STOCK
ATTENTION:
1. The enclosed Subscription Warrant expires at 5:00
p.m., New York time, ____________, 1995 (such date, as it
may be extended by the Company as provided in the
accompanying Prospectus, the "Expiration Date").
2. To obtain value, the Subscription Warrant must be
used to subscribe for Common Stock or sold.
3. Instructions for filling out the Subscription
Warrant are contained in the Instructions Booklet enclosed
with this letter.
To Holders of Common Stock:
The enclosed Subscription Warrant entitles you to subscribe
for Common Stock of SDNB Financial Corp. as described in the
Prospectus. As a shareholder of record at the close of business
on April 20, 1995, you are entitled to one Basic Subscription
Rights for each two shares of Common Stock so owned. One Basic
Subscription Right and the payment of the Subscription Price of
$4.34 per share are required to subscribe for each share of
Common Stock. In addition, if you are not a participant in the
San Diego National Bank Deferred Savings Plan and you exercise
all of the Basic Subscription Rights held on the date of such
exercise and evidenced by a Subscription Warrant, you will have
the right to subscribe for additional shares of Common Stock (the
"Oversubscription Rights" and, together with the "Basic
Subscription Rights," the "Subscription Rights") at the
Subscription Price of $4.34 per share. Basic Subscription Rights
must be exercised and/or sold and Oversubscription Rights must be
exercised before the Expiration Date in order to realize their
value. The right to oversubscribe for additional shares of
Common Stock pursuant to the Oversubscription Rights is
transferable with each Basic Subscription Right.
The number of Basic Subscription Rights to which you are
entitled are shown on your Subscription Warrant and your
Subscription Warrant is evidence of the number of Basic
Subscription Rights that you own.
The choices you may make in order to realize the value of
your Subscription Rights are:
(1) SUBSCRIBE FOR COMMON STOCK, AND/OR
(2) ATTEMPT TO SELL YOUR BASIC SUBSCRIPTION RIGHTS.
Information on the United States federal income tax treatment
of the Subscription Rights and the Common Stock is provided in
the Prospectus.
If you desire to exercise all or any part of your
Subscription Rights, notification must be given to American Stock
Transfer & Trust Company (the "Subscription Agent") and payment
must be made by bank certified or cashier's check in United
States dollars and drawn upon a United States bank payable to
American Stock Transfer & Trust Company. The Subscription Agent
must receive the notification and your payment by 5:00 p.m.,
New York time, on the Expiration Date (except, when the
subscription is made through a broker or bank as described in the
enclosed Prospectus, the Subscription Warrant must be received by
the Subscription Agent by 5:00 p.m., New York time, on
____________, 1995). After the Expiration Date, Subscription
Rights will no longer be exercisable to purchase shares of Common
Stock.
If you wish to sell your Basic Subscription Rights through
the Subscription Agent, your executed Subscription Warrant,
filled out to indicate your choice of options, must be received
by the Subscription Agent by 11:00 a.m., New York time, on the
Expiration Date. No assurance can be given that the Subscription
Agent will be able to sell any Basic Subscription Rights. Basic
Subscription Rights may also be sold through a bank or broker in
the manner set forth in the Instructions Booklet.
Murray L. Galinson
President and Chief Executive Officer