Exhibit 99(e)
INSTRUCTIONS BOOKLET*
For each two shares of Common Stock held of record as of the
close of business on May 5, 1995, you are entitled to
receive one Basic Subscription Right. The total number of your
Basic Subscription Rights is printed on the enclosed Subscription
Warrant. No fractional Basic Subscription Rights have been
issued; your Basic Subscription Rights have been rounded up to
the nearest whole number. One Basic Subscription Right and
payment of the Subscription Price of $4.34 are required to
subscribe for each share of Common Stock underlying each Basic
Subscription Right. Each holder of Basic Subscription Rights,
including transferees of Shareholders (collectively, the "Rights
Holders"), is entitled to subscribe for all, or any portion of,
the shares of Common Stock underlying their Basic Subscription
Rights. A Rights Holder who subscribes for the full number of
shares of Common Stock underlying the Basic Subscription Rights
held by such Rights Holder on the date of exercise (other than in
his or her capacity as a participant in the San Diego National Bank
Deferred Savings Plan (the "Plan")) and evidenced
by a Subscription Warrant will have the right to subscribe for
additional shares of Common Stock not subscribed for by other
Rights Holders pursuant to their Basic Subscription Rights (the
"Oversubscription Rights"). Basic Subscription Rights
held by the Plan shall not be eligible for Oversubscription Rights due to
the prohibited transaction rules of the Internal Revenue Code and
the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
As a Rights Holder, if you subscribe for fewer than all of
the shares represented by your Subscription Warrants by 11:00
a.m., New York time, on July 7, 1995 (such date, as it may
be extended by the Company as provided in the Prospectus, the
"Expiration Date"), you may request that the Subscription Agent,
American Stock Transfer & Trust Company (the "Subscription
Agent"), attempt to sell your remaining Basic Subscription Rights
and remit the net proceeds, if any, to you or you will be issued
from the Subscription Agent a new Subscription Warrant
representing the unused Basic Subscription Rights. DUE TO
BURDENSOME SECURITIES AND DEALER REGISTRATION REQUIREMENTS OF THE
FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, SUBSCRIPTION
RIGHTS MAY NOT BE TRANSFERRED TO, OR EXERCISED BY, A RESIDENT OF
FLORIDA WHO WAS NOT A SHAREHOLDER OF RECORD OF THE COMPANY'S COMMON
STOCK ON MAY 5, 1995. New Subscription Warrants will be sent by first
class mail if the Subscription Agent receives the properly completed
Subscription Warrant by 11:00 a.m., New York time, on the fourth
business day before the Expiration Date. Unless you make other
arrangements with the Subscription Agent, a new Subscription
Warrant issued after 11:00 a.m., New York time, on the fourth
business day before the Expiration Date will be held for pick-up
by you at the Subscription Agent's New York hand delivery address
provided in the Prospectus. All deliveries of newly issued
Subscription Warrants will be at your risk. No new Subscription
Warrants will be issued after such time and date. Accordingly,
after such time and date a Rights Holder partially exercising
Basic Subscription Rights will lose the power to sell or exercise
its remaining Basic Subscription Rights. In order to exercise
Subscription Rights, the Subscription Agent must receive a duly
endorsed Subscription Warrant representing the Basic Subscription
Rights to be exercised and the appropriate aggregate Subscription
Price on or before 5:00 p.m., New York time, on the Expiration
Date. In order to sell Basic Subscription Rights, the
Subscription Agent must receive a duly endorsed Subscription
Warrant representing Basic Subscription Rights to be sold by
11:00 a.m., New York time, on the Expiration Date. After the
Expiration Date, Subscription Rights will no longer be
exercisable to purchase shares of Common Stock and will have no
value.
Persons wishing to purchase additional Basic Subscription
Rights must do so through a bank or broker.
Completed Subscription Warrants and payment for the
subscribed Common Stock should be sent to the Subscription Agent
in the envelope provided herewith. Payment must be made in
United States dollars by a bank certified check or a cashier's
check, payable to the order of the Subscription Agent. The risk
of failed or misdirected delivery of Subscription Warrants and
payments to the Subscription Agent will be borne by the holders
of Subscription Rights and not by SDNB Financial Corp. or the
Subscription Agent.
_______________________________
* Unless otherwise specified, capitalized terms used but
not defined herein shall have the same meaning as set forth in
the Prospectus.
Illustrations of how to use your Subscription Warrant
follow:
TO SUBSCRIBE
1. Fill in Box 1 on back of the Subscription Warrant where
appropriate as shown below in Illustration A.
2. Sign Box 1 on the line marked "Subscriber(s)
Signature(s)" and enter your telephone numbers, including area
codes.
3. If you wish to ask the Subscription Agent to attempt to
sell any Basic Subscription Rights, check the box appearing in
Box 1.
4. Send the Subscription Warrant and the appropriate
payment to the Subscription Agent in the enclosed envelope for
receipt by the Expiration Date.
Determining the Number of Shares of Common Stock Subscribed For
The number of whole shares of Common Stock for which you may
subscribe is equal to the number of Basic Subscription Rights set
forth on your Subscription Warrant which have been rounded up to
the nearest whole number. If you elect to exercise only a
portion of your Basic Subscription Rights, you may sell or
request that the Subscription Agent attempt to sell your
remaining Basic Subscription Right(s) and remit the net proceeds,
if any, to you. DUE TO BURDENSOME SECURITIES AND DEALER REGISTRATION
REQUIREMENTS OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT,
SUBSCRIPTION RIGHTS MAY NOT BE TRANSFERRED TO, OR EXERCISED BY, A
RESIDENT OF FLORIDA WHO WAS NOT A SHAREHOLDER OF RECORD OF THE
COMPANY'S COMMON STOCK ON MAY 5, 1995.
The Subscription Agent must receive your Subscription Warrant
by 11:00 a.m., New York time, on the Expiration Date if you wish
it to attempt to sell Basic Subscription Rights. No assurance can
be given that the Subscription Agent will be able to sell any Basic
Subscription Rights. Alternatively, if the Subscription Agent
receives your Subscription Warrant by 11:00 a.m., New York time, on
the Expiration Date, you may have issued to you by the Subscription
Agent a new Subscription Warrant representing such remaining
Basic Subscription Rights. However, a new Subscription Warrant
will be mailed by first class mail to a submitting Rights Holder
only if the Subscription Agent receives a properly endorsed
Subscription Warrant not later than 11:00 a.m., New York time, on
the fourth business day before the Expiration Date.
* * *
Following are examples of how Subscription Warrants should
be used for subscriptions and sales of Basic Subscription Rights.
Subscription for Common Stock Using All the Holder's Basic
Subscription Rights
For example, a Rights Holder with 12 Basic Subscription
Rights, who does not wish to exercise his or her Oversubscription
Rights, can subscribe for a maximum of 12 shares of Common Stock.
Box 1 on the Subscription Warrant should be filled in by entering
the number 12 in the space provided in Part a. as well as on the
line marked "Total Shares of Common Stock Subscribed for." In
addition, enter $52.08 on the line marked "Cost (total shares of
Common Stock times subscription price)" ($4.34 x 12 = $52.08).
The completed box for this example would be as shown in
Illustration A.
ILLUSTRATION A
BOX 1--SUBSCRIPTION AND SIGNATURE
The undersigned hereby irrevocably subscribes for the number of
full shares of Common Stock, as indicated below, on the terms
specified in the Prospectus relating thereto, receipt of which
is hereby acknowledged.
a. Basic Subscription Rights 12
b. Oversubscription Rights --
Total Shares of Common Stock
Subscribed for (a + b) 12
Cost (total shares of Common Stock
times subscription price ($4.34),
rounded up to the nearest whole cent) $52.08
The undersigned hereby requests that the Subscription Agent
attempt to sell any Basic Subscription Rights owned by the
undersigned and not exercised above. [ ] (check here).
Note: Unless the subscriber elects to sell or requests that
the Subscription Agent attempt to sell any unused Basic
Subscription Rights, a new Subscription Warrant will be issued
to such Subscriber in respect of such unused Basic Subscription
Rights. The right to subscribe for additional shares of Common
Stock pursuant to the Oversubscription Rights is transferable
with each Subscription Right, but Basic Subscription Rights
held by the San Diego National Bank Deferred Savings Plan shall
not be eligible for Oversubscription Rights. No new
Subscription Warrants will be issued after 11:00 a.m., New York
time, on the Expiration Date. Subscription Rights may not be
transferred to, or exercised by, a resident of Florida who was not a
shareholder of record of the Company's Common Stock on the Record
Date (May 5, 1995).
__________________________ (____)__________ (____)___________
Subscriber(s) Signature(s) Telephone (Day) Telephone (Night)
Subscription for Common Stock Using Less Than All the Holder's
Basic Subscription Rights
A Rights Holder may subscribe for less than the full number
of shares of Common Stock to which its Basic Subscription Rights
entitle it. For example, a Rights Holder with 40 Basic
Subscription Rights could choose to use only 12 of such Basic
Subscription Rights to subscribe for 12 shares. The Subscription
Warrant should be filled in as in Illustration A and a check for
$52.08, the payment for 12 shares of Common Stock, enclosed.
Upon receiving the Subscription Warrant, the Subscription Agent
would issue a new Subscription Warrant to a subscriber in respect
of the unused Basic Subscription Rights which, in this case, is
28. Note, however, that no new Subscription Warrants will be
issued after 11:00 a.m., New York time, on the Expiration Date
and a new Subscription Warrant will be mailed by first class mail
to a submitting Rights Holder only if the Subscription Agent
receives a properly endorsed Subscription Warrant not later than
11:00 a.m., New York time, on the fourth business day before the
Expiration Date.
If the Rights Holder so elects (by checking the box contained in
Box 1), the Subscription Agent will attempt to sell the unused Basic
Subscription Rights and remit the net proceeds, if any, to the Rights
Holder. (In this situation, the Subscription Agent must receive the
executed Subscription Warrant by 11:00 a.m., New York time, on the
Expiration Date). The Rights Holder may also elect to sell unused
Basic Subscription Rights directly. DUE TO BURDENSOME SECURITIES AND
DEALER REGISTRATION REQUIREMENTS OF THE FLORIDA SECURITIES AND INVESTOR
PROTECTION ACT, SUBSCRIPTION RIGHTS MAY NOT BE TRANSFERRED TO, OR
EXERCISED BY, A RESIDENT OF FLORIDA WHO WAS NOT A SHAREHOLDER OF RECORD
OF THE COMPANY'S COMMON STOCK ON MAY 5, 1995.
The exercise of Basic Subscription Rights is irrevocable.
Exercising the Oversubscription Rights
A Rights Holder who exercises all of the Basic Subscription
Rights held by such Rights Holder on the date of such exercise
(other than in his or her capacity as a participant in the Plan)
and evidenced by a Subscription Warrant may subscribe for
additional shares, if any, that are not purchased through the
exercise of Basic Subscription Rights by other Rights Holders.
Basic Subscription Rights held by the Plan shall not be
eligible for Oversubscription Rights due to the prohibited
transaction rules of the Internal Revenue Code and ERISA. For
example, a Rights Holder who is not a Plan participant and who
holds 12 Basic Subscription Rights is entitled to purchase
12 shares of Common Stock upon exercise of such Basic
Subscription Rights and may choose to exercise its
Oversubscription Rights to attempt to purchase the desired number
of additional shares of Common Stock (e.g., 10), if any are
available on the Expiration Date. The Subscription Warrant would
be filled in as in Illustration B and a check for $95.48, the
total payment for the 12 shares of Common Stock such Rights
Holder may purchase pursuant to its Basic Subscription Rights and
for the 10 shares of Common Stock such Rights Holder is electing
to purchase pursuant to its Oversubscription Rights, enclosed.
Subject to the aggregate number of shares of Common Stock offered
in this Subscription Offering, there is no limitation on the
number of shares to which an eligible Rights Holder may elect to
oversubscribe. If there are insufficient unsubscribed shares of
Common Stock to fill all oversubscriptions, the available shares
of Common Stock will be allocated among the Rights Holders who
have properly elected to oversubscribe pro rata based upon the
number of Basic Subscription Rights held by each such Rights
Holder on the Expiration Date, except that the maximum number of
shares of Common Stock so allocated to any Rights Holder will be
the number of shares for which such Rights Holder has properly
elected to oversubscribe. If any shares of Common Stock
thereafter remain unsubscribed, they will be allocated on the
same basis until all unsubscribed shares are allocated among
Rights Holders exercising unfulfilled Oversubscription Rights.
Payments for oversubscriptions will be deposited upon receipt by
the Subscription Agent, and refunds will be promptly made as soon
as practicable after the Expiration Date, without interest, to
the extent oversubscriptions are not honored due to proration or
otherwise. The exercise of the Oversubscription Rights is
irrevocable. Oversubscription Rights are exercisable by all
Rights Holders, other than the Plan, including transferees of
Shareholders.
ILLUSTRATION B
Box 1--SUBSCRIPTION AND SIGNATURE
The undersigned hereby irrevocably subscribes for the number of
shares of Common Stock, as indicated below, on the terms
specified in the Prospectus relating thereto, receipt of which
is hereby acknowledged.
a. Basic Subscription Rights 12
b. Oversubscription Rights 10
Total Shares of Common Stock
Subscribed for (a + b) 22
Cost (total shares of Common Stock
times subscription price ($4.34),
rounded up to the nearest whole cent) $95.48
The undersigned hereby requests that the Subscription Agent
attempt to sell any Basic Subscription Rights owned by the
undersigned and not exercised above. [ ] (check here).
Note: Unless the subscriber elects to sell or requests that
the Subscription Agent attempt to sell any unused Basic
Subscription Rights, a new Subscription Warrant will be issued
to such Subscriber in respect of such unused Basic Subscription
Rights. The right to subscribe for additional shares of Common
Stock pursuant to the Oversubscription Rights is transferable
with each Subscription Right, but Basic Subscription Rights
held by the San Diego National Bank Deferred Savings Plan shall
not be eligible for Oversubscription Rights due to the
prohibited transaction rules of the Internal Revenue Code and
the Employee Retirement Income Security Act of 1974. No new
Subscription Warrants will be issued after 11:00 a.m., New York
time, on the Expiration Date. Subscription Rights may not be
transferred to, or exercised by, a resident of Florida who was not
a shareholder of record of the Company's Common Stock on the Record
Date (May 5, 1995).
__________________________ (____)_________ (____)___________
Subscriber(s) Signature(s) Telephone (Day) Telephone (Night)
SELLING ALL BASIC SUBSCRIPTION RIGHTS
THROUGH SUBSCRIPTION AGENT
Use Box 2 only.
For your convenience, the Company has arranged for the
Subscription Agent to attempt to sell all of your Basic
Subscription Rights if you wish to do so, subject to the ability
of the Subscription Agent to find a purchaser. To attempt to
sell all of your Basic Subscription Rights through the
Subscription Agent just sign Box 2 (as indicated in Illustration
C) and return your Subscription Warrant to the Subscription Agent
in the enclosed envelope, to be received prior to 11:00 a.m.,
New York time, on the Expiration Date. You will receive a check
for the net proceeds, if any, from the Subscription Agent as soon
as practicable. The right to oversubscribe for additional shares
of Common Stock pursuant to the Oversubscription Rights is
transferable with each Basic Subscription Right.
DUE TO BURDENSOME SECURITIES AND DEALER REGISTRATION REQUIREMENTS
OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, SUBSCRIPTION
RIGHTS MAY NOT BE TRANSFERRED TO, OR EXERCISED BY, A RESIDENT OF
FLORIDA WHO WAS NOT A SHAREHOLDER OF RECORD OF THE COMPANY'S COMMON
STOCK ON MAY 5, 1995.
ILLUSTRATION C
BOX 2--SALE OF ALL BASIC SUBSCRIPTION RIGHTS
THROUGH THE SUBSCRIPTION AGENT
I hereby request that the Subscription Agent attempt to sell
all the Basic Subscription Rights represented by this
Subscription Warrant. The right to oversubscribe for
additional shares of Common Stock pursuant to the
Oversubscription Rights is transferable with each Basic
Subscription Right. Subscription Rights may not be
transferred to, or exercised by, a resident of Florida
who was not a shareholder of record of the Company's Common
Stock on the Record Date (May 5, 1995).
Signature:_________________________________________________
Signature of Registered Owner(s)
SELLING ALL OR PART OF BASIC SUBSCRIPTION RIGHTS
THROUGH A BANK OR BROKER
Use Box 3 only.
If you wish to sell all or part of your Basic Subscription
Rights through a bank or broker, just sign Box 3 (as indicated in
Illustration D) and indicate the number of Basic Subscription
Rights you wish to sell. In such case, you must deliver the
Subscription Warrant to a bank or broker who will remit to you
the net proceeds, if any. The right to oversubscribe for
additional shares of Common Stock pursuant to the
Oversubscription Rights is transferable with each Basic
Subscription Right.
DUE TO BURDENSOME SECURITIES AND DEALER REGISTRATION REQUIREMENTS
OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, SUBSCRIPTION
RIGHTS MAY NOT BE TRANSFERRED TO, OR EXERCISED BY, A RESIDENT OF
FLORIDA WHO WAS NOT A SHAREHOLDER OF RECORD OF THE COMPANY'S COMMON
STOCK ON MAY 5, 1995.
ILLUSTRATION D
BOX 3--SALE OF ALL OR A PART OF BASIC SUBSCRIPTION RIGHTS
THROUGH HOLDER'S BANK OR BROKER OR OTHERWISE--For value
received all or ___________________* of the Basic Subscription
Rights represented by this Subscription Warrant are assigned
to:
_______________________________________________________________
Name (Please Print)
_______________________________________________________________
Street
_______________________________________________________________
City, State, Zip Code
_______________________________________________________________
Assignee's Taxpayer Identification Number
Signature(s)___________________John Doe_____________________________
Signature(s) of Registered Owner(s)
Signature(s) guaranteed by: ____________________________________
Name:____________________________________
Title:____________________________________
Name of Firm:____________________________________
Address:____________________________________
Area Code and Telephone Number:____________________________________
Dated:____________________________________
*Insert number of Basic Subscription Rights being sold. The
right to oversubscribe for additional shares of Common Stock
pursuant to the Oversubscription Rights is transferable with
each Basic Subscription Right. Subscription Rights may not be
transferred to, or exercised by, a resident of Florida
who was not a shareholder of record of the Company's Common
Stock on the Record Date (May 5, 1995).
SELLING ALL OR PART OF YOUR BASIC SUBSCRIPTION RIGHTS OTHER THAN
THROUGH A BANKER OR BROKER
Use Box 3 only.
If you wish to sell all your Basic Subscription Rights other
than through a bank or broker, sign Box 3, fill in the
transferee's name, address and Social Security Number or Taxpayer
Identification Number (as indicated in Illustration E) and
deliver the Subscription Warrant, return envelope, and the Letter
of Transmittal and this Instructions Booklet to the person to
whom you transferred the Subscription Warrant. Your signature
must be guaranteed by a bank or trust company, or by a brokerage
firm having membership on a national securities exchange in the
United States. The Subscription Warrant may then be exercised by
the new holder without having a new Subscription Warrant issued.
The new holder should complete Box 1 if it wishes to subscribe,
or Box 2 if it wishes to sell the Basic Subscription Rights.
If you wish to sell only a part of your Basic Subscription
Rights other than through a bank or broker, complete Box 3,
indicating the number of Basic Subscription Rights to be sold,
and return it to the Subscription Agent. If the Subscription
Warrant is received by 11:00 a.m., New York time, on the
Expiration Date, a new Subscription Warrant for any unused Basic
Subscription Rights will be issued. However, a new Subscription
Warrant will be mailed by first class mail to a submitting Rights
Holder only if the Subscription Agent receives a
properly endorsed Subscription Warrant not later than 11:00 a.m.,
New York time, on the Expiration Date. The right to oversubscribe for
additional shares of Common Stock pursuant to the
Oversubscription Rights is transferable with each Basic
Subscription Right.
DUE TO BURDENSOME SECURITIES AND DEALER REGISTRATION REQUIREMENTS
OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, SUBSCRIPTION
RIGHTS MAY NOT BE TRANSFERRED TO, OR EXERCISED BY, A RESIDENT OF
FLORIDA WHO WAS NOT A SHAREHOLDER OF RECORD OF THE COMPANY'S COMMON
STOCK ON MAY 5, 1995.
ILLUSTRATION E
BOX 3--SALE OF ALL OR A PART OF BASIC SUBSCRIPTION RIGHTS
THROUGH HOLDER'S BANK OR BROKER OR OTHERWISE--For value
received all or ___________________* of the Basic Subscription
Rights represented by this Subscription Warrant are assigned
to:
________________________Mary Smith_____________________________
Name (Please Print)
______________________1 Maple Avenue___________________________
Street
_____________________Anytown, NJ 00123________________________
City, State, Zip Code
_________________________000-00-000____________________________
Assignee's Taxpayer Identification Number
Signature(s)___________________John Doe_____________________________
Signature(s) of Registered Owner(s)
Signature(s) guaranteed by: [Bank Trust Company or Brokerage Firm]
Name:____________________________________
Title:____________________________________
Name of Firm:____________________________________
Address:____________________________________
Area Code and Telephone Number:____________________________________
Dated:____________________________________
*Insert number of Basic Subscription Rights being sold. The
right to oversubscribe for additional shares of Common Stock
pursuant to the Oversubscription Rights is transferable with
each Basic Subscription Right. Subscription Rights may not be
transferred to, or exercised by, a resident of Florida
who was not a shareholder of record of the Company's Common
Stock on the Record Date (May 5, 1995).
LEGAL PAPERS
When Box 1, Box 2, or Box 3 is executed by an administrator,
executor, trustee, guardian, or other fiduciary, or by an officer
of a corporation, the Subscription Agent must be satisfied that
the person signing has authority to act in such capacity.
DELIVERY OF COMMON STOCK
Certificates for subscribed shares of Common Stock will be
delivered to the address on the Subscription Warrant as soon as
practicable after the Expiration Date.