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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
NAPA NATIONAL BANCORP
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(Name of Subject Company)
NAPA NATIONAL BANCORP
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(Name of Person(s) Filing Statement)
COMMON STOCK
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(Title of Class of Securities)
630 35P 101
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(CUSIP Number of Class of Securities)
Mr. Brian J. Kelly
Napa National Bancorp
901 Main Street
Napa, California 94559
(707) 257-2440
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Jonathan D. Joseph, Esq.
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, CA 94120
(415) 983-1000
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Item 1. Security and Subject Company.
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The name of the subject company is Napa National Bancorp (the
"Company"). The address of the principal executive offices of the
Company is 901 Main Street, Napa, California 94559. The title of the
class of equity securities to which this statement relates is the
Common Stock of the Company (the "Common Stock").
Item 2. Tender Offer of Bidder.
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This statement relates to the tender offer disclosed in a Schedule
14D-1 dated July 25, 1996 (the "Schedule 14D-1") of the Napa National
Bancorp Stock Participation Plan (the "ESOP" or "Bidder") to purchase
up to 20,000 shares of Common Stock at a net selling price of $14.50
per share payable to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated July 25,
1996 and the related Letter of Transmittal (the "ESOP Offer"). The
Schedule 14D-1 states that the principal executive offices of the
Bidder are located at 809 Coombs Street, Napa, California 94559.
Item 3. Identity and Background.
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(a) The person filing this statement is the Company, the address
of which is set forth in Item 1 above.
(b)(1) To the best knowledge of the Company, there are no material
contracts, agreements, arrangements or understandings between
the Company, its executive officers, directors or affiliates,
on the one hand, and the Bidder, its executive officers,
directors or affiliates, on the other hand.
(b)(2) There may be actual or potential conflicts of interest in
connection with the ESOP Offer, which conflicts of interest
arise out of the following circumstances:
(i) As the ESOP is an employee stock ownership benefit plan
for employees of the Company, employees and executive
officers of the Company will be direct beneficiaries of
the purchases of Common Stock by the ESOP;
(ii) Messrs. C. Richard Lemon and George M. Schofield, as
co-trustees of the ESOP ("Co-Trustees"), owe a fiduciary
duty to the ESOP and its beneficiaries, while, as
directors of the Company, they owe a fiduciary duty to
the Company and its shareholders;
(iii) The directors of the Company (including Messrs. Lemon
and Schofield) are elected by a majority vote of the
Company's outstanding Common Stock, 69.7% of which was
held of record by Mr. W. Clarke Swanson, Jr., as of
May 10, 1996;
(iv) The ESOP and the Co-Trustees may be deemed to be
affiliates of the Company;
(v) The President and Chief Operating Officer of the
Company, who is also a member of the Board of
Directors of the Company, is the largest beneficiary
under the ESOP;
(vi) Director Joseph G. Peatman is the business partner of
Director C. Richard Lemon.
To the best knowledge of the Company, there are no other actual or
potential conflicts of interest between the Company, its executive
officers, directors or affiliates, on the one hand, and the Bidder,
its executive officers, directors or affiliates, on the other hand.
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Item 4. The Solicitation or Recommendation.
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(a) At a meeting of the Board of Directors of the Company held on
July 16, 1996, the Board carefully considered many factors
which it deemed relevant in connection with the ESOP Offer,
including the terms and conditions of the ESOP Offer and other
matters, as well as the advice of its legal advisor. See Item
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4(b) below. By Unanimous Written Consent dated August 8,
1996, the Board of Directors resolved that the Board shall
express no opinion and remain neutral with respect to the
tender offer.
(b) In reaching the conclusion referred to in Item 4(a), the Board
took into account many factors which it deemed relevant in
connection with the ESOP Offer, including, without limitation:
(i) the Board's conclusion that the ESOP undertook the ESOP
Offer independently of the Company; and
(ii) that the terms and conditions of the ESOP Offer may or
may not be viewed by shareholders of the Company as
favorable, depending on each shareholder's investment
goals and each shareholder's views about the Company,
the banking industry generally, the economy and
certain other factors considered relevant to the
investment decision posed by the ESOP Offer.
Item 5. Persons Retained, Employed or to Be Compensated.
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The independent appraisal firm of Alex Sheshunoff and Company
("Sheshunoff") was retained by the ESOP Committee of the Board of
Directors of the Company for the purpose of appraising the fair market
value of the shares of Common Stock of the Company owned by the ESOP
as of December 31, 1995. Sheshunoff was paid a one-time fee of
$2,000 for performing its appraisal services, and the Company
placed no restrictions or limitations upon Sheshunoff during the
performance of its appraisal function. In its valuation dated
March 21, 1996 (the "Valuation"), Sheshunoff determined that the
market approach was the most relevant and useful indicator of fair
market value of the shares of Common Stock owned by the ESOP.
Utilizing this methodology, Sheshunoff determined, after taking
into account the Company's profitability, size, market share,
recently instituted dividend policy and other factors, including
the fact that the Company's book value per share (on a fully
diluted basis) at December 31, 1995 was $9.62, that the shares of
Common Stock of the Company owned by the ESOP had a fair
market value of $14.50 per share as of December 31, 1995.
A copy of the Valuation rendered by Sheshunoff was filed as an exhibit
to and incorporated by reference in the Schedule 14D-1.
Item 6. Recent Transactions and Intent with Respect to Securities.
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(a) To the Company's knowledge, no transactions in shares of
Common Stock have been effected during the past 60 days by
the Company or by any executive officer, director,
affiliate or subsidiary of the Company.
(b) To the Company's knowledge, none of the Company's executive
officers, directors, affiliates or subsidiaries presently
intends to tender shares of Common Stock to the Bidder
pursuant to the ESOP offer.
Item 7. Certain Negotiations and Transactions by the Subject Company.
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Not applicable.
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Item 8. Additional Information to be Furnished.
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Not applicable.
Item 9. Material To Be Filed as Exhibits.
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Exhibit 20.1 - Position Statement of Napa National Bancorp (dated
August 9, 1996).
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SIGNATURE
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 8, 1996.
Napa National Bancorp
By: /s/ BRIAN J. KELLY
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Mr. Brian J. Kelly
President and Chief Operating Officer
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NAPA NATIONAL BANCORP
901 Main Street
Napa, California 94559
August 9, 1996
To Our Shareholders:
This letter is written in connection with the tender offer of the Napa
National Bancorp Stock Participation Plan (the "ESOP") to purchase up to 20,000
shares of Common Stock of Napa National Bancorp (the "Company") at a net
purchase price of $14.50 per share, upon the terms and conditions set forth in
the ESOP's Offer to Purchase and the related Letter of Transmittal dated July
25, 1996 (the "ESOP Offer").
Pursuant to the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, the Board of Directors of the Company is required to
inform you of the Company's position, if any, with respect to the ESOP Offer.
The Board of Directors of the Company expresses no opinion and remains
neutral toward the ESOP Offer. The Board has concluded that the ESOP, acting
independently of the Company, undertook the ESOP Offer on terms and conditions
which shareholders of the Company may or may not find to be favorable to them,
depending on each shareholder's investment goals and views about the Company,
the banking industry generally, the economy and any other factors which a
shareholder may consider relevant to the investment decision posed by the ESOP
Offer.
/s/ BRIAN J. KELLY
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Brian J. Kelly
President and Chief Operating
Officer and Director
