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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
NAPA NATIONAL BANCORP
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
630 35P 101
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(CONTINUED ON FOLLOWING PAGE(S))
Page 1 of 10 Pages
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CUSIP No. 630 35P 101
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NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
1 PERSONS: NAPA NATIONAL BANCORP STOCK PARTICIPATION PLAN
I.R.S. NUMBER: 94-2780134
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA
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5 SOLE VOTING POWER 0 (see Item 4)
NUMBER OF ----------------------------------------------------
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 48,231 (see Item 4)
OWNED BY EACH ----------------------------------------------------
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER 0 (see Item 4)
----------------------------------------------------
8 SHARED DISPOSITIVE POWER 48,231 (see Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 48,231 (see Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_|
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11 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 6.4% (see Item 4)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) EP
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Page 2 of 10 Pages
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CUSIP No. 630 35P 101
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS: C. RICHARD LEMON
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
2 (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA
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5 SOLE VOTING POWER 11,300 (see Item 4)
NUMBER OF ----------------------------------------------------
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 48,231 (see Item 4)
OWNED BY EACH ----------------------------------------------------
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER 11,300 (see Item 4)
----------------------------------------------------
8 SHARED DISPOSITIVE POWER 48,231 (see Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 59,531 (see Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_|
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11 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 7.9% (see Item 4)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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Page 3 of 10 Pages
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CUSIP No. 630 35P 101
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS: GEORGE M. SCHOFIELD
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
2 (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA
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5 SOLE VOTING POWER 10,200 (see Item 4)
NUMBER OF ----------------------------------------------------
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 48,231 (see Item 4)
OWNED BY EACH ----------------------------------------------------
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER 10,200 (see Item 4)
----------------------------------------------------
8 SHARED DISPOSITIVE POWER 48,231 (see Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 58,431 (see Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_|
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11 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 7.7% (see Item 4)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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Page 4 of 10 Pages
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Item 1. Information Regarding Issuer.
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(a) Name of Issuer: Napa National Bancorp.
(b) Address of Issuer's Principal Executive Offices:
901 Main Street, Napa, California 94559.
Item 2. Information Regarding Person Filing and Issuer's Securities.
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(a) Name of Persons Filing: Napa National Bancorp Stock
Participation Plan ("ESOP"), and Messrs. C. Richard Lemon and George
M. Schofield, Co-Trustees of the ESOP.
(b) The ESOP's principal business address is: Napa National
Bancorp Stock Participation Plan, Mr. C. Richard Lemon, Co-Trustee,
901 Main Street, Napa, California 94559.
Mr. Lemon's principal business address is: Mr. C. Richard Lemon,
Dickenson, Peatman & Fogarty, 809 Coombs Street, Napa, California
94559.
Mr. Schofield's principal business address is: Mr. George M.
Schofield, George Schofield Co., 1851 Vallejo Street, St. Helena,
California 94574.
(c) Citizenship or Place of Organization of Persons Filing: The
ESOP is an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and California law
to the extent not preempted by ERISA. Messrs. Lemon and Schofield are
both citizens of the United States of America.
(d) Title of Class of Securities: The common stock of Napa
National Bancorp ("Common Stock").
(e) CUSIP Number: 630 35P 101.
Item 3. The ESOP is an:
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(f) [X] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see sec. 240.13d-1(b)(1)(ii)(F)
Item 4. Ownership.
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(a) As of December 31, 1996, the ESOP beneficially owned 48,231
shares of Common Stock (the "ESOP Shares"). 28,376 shares of Common
Stock were beneficially owned by the ESOP as of June 30, 1996. The
ESOP acquired beneficial ownership of 19,354 additional shares of
Common Stock pursuant to the terms and conditions of an Offer to
Purchase 20,000 Shares of Napa National Bancorp Common Stock at a Net
Selling Price of $14.50 Per share dated July 25, 1996 (the "Offer").
The Offer is described in greater detail in that certain Schedule
14D-1/A filed with the Securities and Exchange Commission on September
19, 1996. The ESOP acquired beneficial ownership of 401 additional
shares of Common Stock on September 20, 1996 and 100 additional shares
of Common Stock on December 11, 1996.
Page 5 of 10 Pages
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As of December 31, 1996, Mr. Lemon was deemed for reporting
purposes to beneficially own 59,531 shares of Common Stock. This
amount includes the ESOP Shares, 800 shares of Common Stock held in an
individual retirement account and 10,000 shares of Common Stock that
may be acquired upon the exercise of stock options.
As of December 31, 1996, Mr. Schofield was deemed for reporting
purposes to beneficially own 58,431 shares of Common Stock. This
amount includes the ESOP Shares, 200 shares of Common Stock held in
the name of "George and Jennifer Schofield as Community Property" and
10,000 shares of Common Stock that may be acquired upon the exercise
of stock options.
Messrs. Lemon and Schofield each disclaim beneficial ownership as
to the ESOP Shares.
(b) As of December 31, 1996, there were 754,500 shares of the
Subject Company's Common Stock outstanding. The 48,231 shares of
Common Stock beneficially owned by the ESOP represent 6.4% of the
Common Stock outstanding as of December 31, 1996. The 59,531 shares of
Common Stock deemed to be beneficially owned by Mr. Lemon represent
7.9% of the Common Stock outstanding as of December 31, 1996. The
58,431 shares of Common Stock deemed to be beneficially owned by Mr.
Schofield represent 7.7% of the Common Stock outstanding as of
December 31, 1996. NOTE: Because Messrs. Lemon and Schofield are not
able to vote or dispose of, or direct the vote or disposition of, any
shares represented by options to purchase Common Stock until the time
such options are exercised, the actual percentage of outstanding
Common Stock deemed to be beneficially owned by each of Messrs. Lemon
and Schofield would decline slightly from the rounded percentages set
forth in this paragraph (b) upon the exercise of such options.
(c) Number of shares of Common Stock as to which the Persons
Filing have:
(i) sole power to vote or to direct the vote: The ESOP
beneficially owns no shares of Common Stock as to which it
maintains the sole power to vote or to direct the vote. Mr.
Lemon is the beneficial owner of 11,300 shares of Common Stock
as to which he maintains the sole power to vote or to direct the
vote (10,000 of this total represents shares of Common Stock
which Mr. Lemon may acquire upon the exercise of stock options).
Mr. Schofield is the beneficial owner of 10,200 shares of Common
Stock as to which he maintains the sole power to vote or to
direct the vote (10,000 of this total represents shares of
Common Stock which Mr. Lemon may acquire upon the exercise of
stock options).
(ii) shared power to vote or to direct the vote: The ESOP
beneficially owns 48,231 shares of Common Stock as to which it
has shared power to vote or direct the vote. Mr. Lemon and Mr.
Schofield are each deemed to be the beneficial owner of 48,231
shares of Common Stock as to which they have shared power to
vote or to direct the vote.
(iii) sole power to dispose or direct the disposition of:
The ESOP beneficially owns no shares of Common Stock as to which
it maintains the sole power to dispose or direct the disposition
of. Mr. Lemon is the beneficial owner of 11,300 shares of Common
Stock as to which he maintains the sole power to dispose or
direct the disposition of (10,000 of this total represents
shares of Common Stock which Mr. Lemon may acquire upon the
exercise of stock options). Mr. Schofield is the beneficial
owner of 10,200 shares of
Page 6 of 10 Pages
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Common Stock as to which he maintains the sole power to dispose
or direct the disposition of (10,000 of this total represents
shares of Common Stock which Mr. Lemon may acquire upon the
exercise of stock options).
(iv) shared power to dispose or direct the disposition of:
The ESOP is the beneficial owner of 48,231 shares of Common
Stock as to which it has shared power to dispose or direct the
disposition of. Mr. Lemon and Mr. Schofield are each deemed to
be the beneficial owner of 48,231 shares of Common Stock as to
which they have shared power to dispose or direct the
disposition of.
Item 5. Ownership of Less Than Five Percent or Less of a Class.
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Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on By the Parent Holding Company.
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Not applicable.
Item 8. Identification and Classification of Members of the Group.
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Not applicable.
Item 9. Notice of Dissolution of the Group.
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Not applicable.
Item 10. Certification.
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By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Page 7 of 10 Pages
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SIGNATURE
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After reasonable 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: February 26, 1997.
NAPA NATIONAL BANCORP STOCK
PARTICIPATION PLAN
By: /s/ C. Richard Lemon
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C. Richard Lemon
Co-Trustee
Page 8 of 10 Pages
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SIGNATURE
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After reasonable 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: February 26, 1997.
/s/ C. Richard Lemon
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C. Richard Lemon
Page 9 of 10 Pages
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SIGNATURE
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After reasonable 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: February 26, 1997.
/s/ George M. Schofield
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George M. Schofield
Page 10 of 10 Pages
