United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number 0-11771 SJNB Financial Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 77-0058227 - -------------------------------- ----------------------- (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) ONE NORTH MARKET STREET, SAN JOSE, CALIFORNIA 95113 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 947-7562 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, no par value - -------------------------------------------------------------------------------- (Title of class) Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the voting common equity held by non-affiliates of the registrant, based on a market value of $29.00 per share (the closing price of the Common Stock, as of February 29, 2000) was $85,774,000 Number of shares of common stock outstanding as of February 29, 2000: 3,617,408 shares Documents incorporated by reference: Portions of the registrant's definitive proxy statement for the registrant's 2000 Annual Meeting of Shareholders (to be filed pursuant to Regulation 14A) are incorporated by reference into Part III of this Report. Note 18 - Subsequent Event - Acquisition of Saratoga Bancorp On January 5, 2000, the Company acquired all of the outstanding shares of common stock of Saratoga Bancorp, the parent company of Saratoga National Bank, pursuant to an exchange of the Company's common stock for all common stock of Saratoga Bancorp. Saratoga National Bank, headquartered in Saratoga, California, operated three branches and as of the acquisition date had $142 million in assets and $103 million in deposits. Saratoga's San Jose office, which was located near SJNB's San Jose office was consolidated into SJNB's San Jose office in January 2000. The shareholders of Saratoga received 0.70 shares of the Company's common stock for each outstanding share of Saratoga common stock. Based on the closing price of the Company's stock on January 5, 2000 of $29.125 the transaction is valued at approximately $34.2 million, excluding the value of any unexercised options, and each Saratoga shareholder received SJNB common stock valued at $20.39 per share. The merger has been accounted for as a pooling of interests. The following unaudited pro forma combined financial information, based on the historical financial statements of the parties, summarizes the combined results of operations of the Company and Saratoga Bancorp on a pooling of interests basis, as if the combination had been consummated on January 1 of each of the periods presented. These pro forma financials are simply arithmetical combinations of the Company's and Saratoga Bancorp's separate financial results, which do not reflect any direct costs or potential savings which are expected to result from the consolidation of the operations and are not indicative of the results of future operations. Excluded from the 1999 results of operations is approximately $330, net of taxes, of costs directly related to the merger. No assurances can be given with respect to the ultimate level of expense savings. Earnings per share were calculated using the exchange ratio of .70 as described above. (in thousands, except per share data) - ----------------------------------------------------------------------------------------------------------- Unaudited As of or for the year ended December 31, - ----------------------------------------------------------------------------------------------------------- 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------- Total assets $568,202 $494,736 $455,963 Loans and leases 400,780 335,943 292,737 Deposits 473,734 405,857 361,391 Shareholders' equity 53,291 50,739 46,764 =========================================================================================================== Net interest income $27,471 $25,603 $23,562 Provision for loan and lease losses (861) (436) (705) Other income 2,737 1,824 1,490 Other expense (16,691) (14,462) (12,888) - ----------------------------------------------------------------------------------------------------------- Income before income taxes 12,505 12,529 11,459 Income taxes (4,949) (5,040) (4,749) - ----------------------------------------------------------------------------------------------------------- Net income $7,707 $7,489 $6,710 =========================================================================================================== Net income per share - basic $2.21 $2.06 $1.86 Net income per share - diluted 2.07 1.92 1.74 ===========================================================================================================