Exhibit 99(f)
SDNB FINANCIAL CORP.
1420 Kettner Boulevard
San Diego, California 92101
(619) 233-1234, ext. 717
LETTER OF TRANSMITTAL
[Date]
IMPORTANT NOTICE CONCERNING YOUR RIGHT TO SUBSCRIBE FOR COMMON STOCK
To the Holders of Common Stock
whose addresses are outside
the Continental United States
and Canada or who have A.P.O.
or F.P.O. addresses:
A Subscription Warrant evidencing your right to subscribe
for Common Stock of SDNB Financial Corp. is being held for your
account by American Stock Transfer & Trust Company (the
"Subscription Agent"). 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.
A Prospectus setting forth the terms and conditions of the
offering is enclosed.
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 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 _______________, 1995
(such date, as it may be extended by the Company, the "Expiration
Date").
If you wish other action to be taken, such as requesting the
Subscription Agent to attempt to sell all or a part of your Basic
Subscription Rights or delivery to a bank or broker, please
contact the Subscription Agent immediately by telephone at
(718) 921-8200, or by telecopier at (718) 234-5001. No assurance
can be given that the Subscription Agent will be able to sell any
Basic Subscription Rights.
Unless you exercise your Subscription Rights before 11:00
a.m., New York time, on the Expiration Date, the Basic
Subscription Rights held for you will be sold, if feasible, and
the net proceeds, if any, remitted to you as described in the
accompanying Prospectus.
Murray L. Galinson
President and Chief Executive Officer
The Subscription Agent is holding for your account a
Subscription Warrant evidencing your Subscription Rights. Your
Basic Subscription Rights total:
______BASIC SUBSCRIPTION RIGHTS
THIS IS NOT A WARRANT
This notice is merely for your information and must
be considered with the accompanying Prospectus.