United States
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 5, 2004
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FNB BANCORP
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
000-49693 92-2115369
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(Commission File Number) (IRS Employer Identification No.)
975 El Camino Real, South San Francisco, California 94080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 588-6800
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[X] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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On November 5, 2004, First National Bank of Northern California (the
"Bank"), a national banking association wholly owned by the registrant, entered
into (and announced its signing of) an Acquisition Agreement with Sequoia
National Bank, a national banking association with offices in San Francisco,
California ("Sequoia") and Hemisphere National Bank, a national banking
association based in Miami, Florida ("Hemisphere"), pursuant to which the Bank
proposes to acquire all of the assets and San Francisco banking operations of
Sequoia and Hemisphere proposes to simultaneously acquire the remaining national
bank charter of Sequoia, including Sequoia's regulatory authority to establish
branch offices elsewhere in the State of California. These all-cash transactions
will be taxable to the Sequoia shareholders.
A copy of the Acquisition Agreement, as signed by the Bank, Sequoia
and Hemisphere on November 5, 2004, is attached to this report as Exhibit 2.2
and is incorporated here by reference.
On November 5, 2004, the registrant issued a Press Release, "First
National Bank to Acquire Business of Sequoia National Bank," to announce the
signing of the Acquisition Agreement. A copy of the Press Release is attached to
this report as Exhibit 2.3 and is incorporated here by reference.
The Acquisition Agreement has been approved by the respective Boards
of Directors of the Bank, Sequoia and Hemisphere. Consummation of the
transactions contemplated by the Acquisition Agreement is presently expected to
occur during the first quarter of 2005, subject to the satisfaction of various
conditions set forth in the Acquisition Agreement, including approval of the
Sequoia shareholders, the receipt of all necessary bank regulatory approvals and
other conditions customary for transactions of this type.
Also on November 5, 2004, in accordance with the provisions of the
Acquisition Agreement, the Bank entered into a Director-Shareholder Agreement
with Peter T. Paul, Chairman and Chief Executive Officer of Sequoia, and with a
majority of the other members of the Sequoia Board of Directors, pursuant to
which Mr. Paul and such Directors have agreed to vote all of their shares of
Sequoia Common Stock in favor of, and to approve, the transactions described in
the Acquisition Agreement, and to recommend similar approval by the other
Sequoia shareholders, at a special meeting of Sequoia shareholders to be called
and held for the purpose of considering such transactions. Mr. Paul currently
owns approximately 62 percent of the outstanding Common Stock of Sequoia.
A copy of the Director-Shareholder Agreement signed between the Bank
and each of Peter T. Paul, Tamara Blake, Kristen R. Decker, Paul Casellini,
Gilbert J. MacQuarrie and Leonard B. Auerbach is attached to this report as
Exhibit 2.4 and is incorporated here by reference.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
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2.2 Acquisition Agreement dated November 5, 2004, signed
among First National Bank of Northern California, Sequoia
National Bank and Hemisphere National Bank, which
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includes the following forms as schedules which have been
omitted from this report and which the registrant agrees
to furnish to the Commission supplementally upon request:
Exhibit A: Consolidation Agreement
Exhibit B: Paying Agent Agreement
Exhibit C: Escrow Agent Agreement
Exhibit D: Plan of Liquidation
Exhibit E: Indemnification Agreement of FNB
Exhibit F: Indemnification Agreement of Peter T. Paul
Exhibit G: Stock Purchase Agreement
Exhibit H: Bank Merger Agreement
Exhibit I: Director-Shareholder Agreement
Exhibit J: Director-Officer Agreement
Exhibit K: Noncompetition Agreement of HNB
2.3 Press Release of November 5, 2004, announcing Acquisition
Agreement
2.4 Form of Director-Shareholder Agreement dated November 5,
2004, as signed between First National Bank of Northern
California and each of Peter T. Paul, Tamara Blake,
Kristen R. Decker, Paul Casellini, Gilbert J. MacQuarrie,
and Leonard B. Auerbach
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.
FNB BANCORP (Registrant)
Dated: November 8, 2004. By: /s/ JAMES B. RAMSEY
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James B. Ramsey
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Description Page
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2.2 Acquisition Agreement dated November 5, 2004, signed among 5
First National Bank of Northern California, Sequoia National
Bank and Hemisphere National Bank.
2.3 Press Release of November 5, 2004, announcing signing of 44
Acquisition Agreement.
2.4 Form of Director-Shareholder Agreement dated November 5, 2004 47
signed between First National Bank of Northern California and
each of Peter T. Paul, Tamara Blake, Kristen R. Decker, Paul
Casellini, Gilbert J. MacQuarrie, and Leonard B. Auerbach.
4