SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
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Date of Report Commission File Number 0-11117
(date of earliest event reported)
July 22, 1996 (July 15, 1996)
SDNB FINANCIAL CORP.
(Exact Name of registrant as specified in its charter)
CALIFORNIA
(State or jurisdiction or incorporation)
95-372079
(I.R.S. Employer Identification Number)
1420 Kettner Blvd.
San Diego, California 92101
(Address of principal executive offices) (Zip Code)
(619) 233-1234
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
SDNB Financial Corp., Registrant, announced it has entered into
an Agreement and Plan of Merger with FBOP Acquisition Company and FBOP
Corporation. Pursuant to the terms of that Agreement, which is subject to
shareholder and regulatory approval, shareholders of the Registrant will
receive cash for their shares and the Registrant would cease to exist.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
2 Agreement and Plan of Merger.
20 Press release with respect to Agreement and Plan of
Merger.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 22, 1996 SDNB FINANCIAL CORP.
By:/s/Howard W. Brotman
Howard W. Brotman
Senior Vice President/
Chief Financial Officer
EXHIBIT "2"
Agreement and Plan of Merger.
EXHIBIT "20"
Press release with respect to Agreement and Plan of Merger.
INDEX OF EXHIBITS
Exhibit 2 Agreement and Plan of Merger.
Exhibit 20 Press release with respect to Agreement and Plan of Merger.