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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Statement
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* 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 in 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 pages)
Page 1 of 9 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: NAPA NATIONAL BANCORP STOCK PARTICIPATION PLAN
I.R.S. NUMBER: 94-2780134
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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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NUMBER OF SHARES 5 SOLE VOTING POWER 0 (see Item 4)
BENEFICIALLY OWNED BY -------------------------------------------------
EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 70,811 (see Item 4)
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7 SOLE DISPOSITIVE POWER 0 (see Item 4)
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8 SHARED DISPOSITIVE POWER 70,811 (see Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 70,811 (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) 9.0% (see Item 4)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) EP
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Page 2 of 9 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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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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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NUMBER OF SHARES 5 SOLE VOTING POWER 11,300 (see Item 4)
BENEFICIALLY OWNED BY --------------------------------------------------
EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 70,811 (see Item 4)
--------------------------------------------------
7 SOLE DISPOSITIVE POWER 11,300 (see Item 4)
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8 SHARED DISPOSITIVE POWER 70,811 (see Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 82,111 (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) 10.3% (see Item 4)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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Page 3 of 9 Pages
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CUSIP NO. 630 35P 101
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON: GEORGE M. SCHOFIELD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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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NUMBER OF 5 SOLE VOTING POWER 8,000 (see Item 4)
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 73,011 (see Item 4)
OWNED BY -----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER 8,000 (see Item 4)
REPORTING -----------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER 73,011 (see Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 81,011 (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) 10.2% (see Item 4)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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Page 4 of 9 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 Person Filing: Napa National Bancorp Stock Participation
Plan ("ESOP"), and Messrs. C. Richard Lemon and George M. Schofield,
former Co-Trustees of the ESOP.
(b) Address of Principal Business Office or, if none, Residence:
Napa National Bancorp Stock Participation Plan, Mr. Robert
Fanucci, 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: 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:
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(f) [X] An employee benefit plan or endowment fund in accordance
with (S) 240.13d-1(b)(1)(ii)(F).
Item 4. Ownership.
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(a) As of December 31, 1998, the ESOP beneficially owned 70,811
shares of Common Stock (the "ESOP Shares"). 59,951 shares of Common
Stock were beneficially owned by the ESOP as of September 1, 1997. The
following transactions took place between September 1, 1997 and
December 31, 1998:
(i) The ESOP acquired beneficial ownership through purchase
of: (1) 110 shares of Common Stock on September 17, 1997, (2) 100
shares of Common Stock on September 30, 1997, (3) 750 shares of
Common Stock on October 6, 1997, (4) 300 shares of Common Stock on
November 5, 1997, (5) 7,500 shares of Common Stock on
Page 5 of 9 Pages
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November 19, 1997, (6) 100 shares of Common Stock on December 1,
1997, (7) 200 shares of Common Stock on December 5, 1997, (8) 600
shares of Common Stock on March 4, 1998, (9) 200 shares of Common
Stock on May 11, 1998, (10) 100 shares of Common Stock on June 29,
1998, (11) 400 shares of Common Stock on October 15, 1998, (12) 200
shares of Common Stock on October 17, 1998, (13) 100 shares of
Common Stock on November 20, 1998, and (14) 400 shares of Common
Stock on December 7, 1998.
(ii) The ESOP disposed of beneficial ownership through sale of:
(1) 100 shares of Common Stock on September 9, 1997, and (2) 100
shares of Common Stock on December 23, 1997.
Messrs. Lemon and Schofield each disclaim beneficial ownership as to
the ESOP Shares.
As of December 31, 1998, Mr. Lemon was deemed for reporting purposes
to beneficially own 82,111 shares of Common Stock. This amount includes
the ESOP Shares and the following shares of Common Stock (which shares
have been beneficially owned by Mr. Lemon at all times since November
1, 1997): (i) 500 shares of Common Stock held in Mr. Lemon's own name,
(ii) 800 shares of Common Stock held in an individual retirement
account for the benefit of Mr. Lemon, and (iii) 10,000 shares of Common
Stock that may be acquired upon the exercise of stock options.
As of December 31, 1998, Mr. Schofield was deemed for reporting
purposes to beneficially own 81,011 shares of Common Stock. This amount
includes the ESOP Shares and the following shares of Common Stock
(which shares have been beneficially owned by Mr. Schofield at all
times Since November 1, 1997): (i) 200 shares of Common Stock held in
the name of "George and Jennifer Schofield as Community Property" (the
"Community Property Shares"), (ii) 2,000 shares of Common Stock held in
an individual retirement account for the benefit of Mr. Schofield,
(iii) 2,000 shares of Common Stock held in an individual retirement
account for the benefit of Jennifer Schofield (the "Jennifer Schofield
IRA Shares"), and (iv) 6,000 shares of Common Stock that may be
acquired upon the exercise of stock options.
(b) As of December 31, 1998, there were 791,000 shares of the
Subject Company's Common Stock outstanding. The 70,811 shares of Common
Stock beneficially owned by the ESOP as of December 31, 1998
represented 9.0% of the Common Stock outstanding as of that date. The
82,111 shares of Common Stock deemed to be beneficially owned by Mr.
Lemon as of December 31, 1998 represented 10.3% of the Common Stock
outstanding as of that date (including for this purpose the 10,000
shares of Common Stock that may be acquired by Mr. Lemon upon the
exercise of stock options). Mr. Lemon first was deemed for reporting
purposes to beneficially own more than 10% of the outstanding shares of
Common Stock (including for this purpose the 10,000 shares of Common
Stock that may be acquired by Mr. Lemon upon the exercise of stock
options) on November 19, 1997 when the ESOP acquired beneficial
ownership of 7,500 shares of Common Stock on that date. The 81,011
shares of Common Stock deemed to be beneficially owned by Mr. Schofield
as of December 31, 1998 represented 10.2% of the Common Stock
outstanding as of that date (including for this purpose the 10,000
shares of Common Stock that may be acquired by Mr. Schofield upon the
exercise of stock options). Mr. Schofield first was deemed for
reporting purposes to beneficially own more than 10% of the outstanding
shares of Common Stock (including for this purpose the 6,000 shares of
Page 6 of 9 Pages
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Common Stock that may be acquired by Mr. Schofield upon the exercise of
stock options) on November 19, 1997 when the ESOP acquired beneficial
ownership of 7,500 shares of Common Stock on that date.
(c) Number of shares of Common Stock as to which the person had (as
of December 31, 1998):
(i) sole power to vote or to direct the vote: The ESOP
beneficially owned no shares of Common Stock as to which it
maintained the sole power to vote or to direct the vote. Mr. Lemon
beneficially owned 11,300 shares of Common Stock as to which he
maintained the sole power to vote or to direct the vote (10,000 of
this total represents shares of Common Stock which Mr. Lemon could
acquire upon the exercise of stock options). Mr. Schofield
beneficially owned 8,000 shares of Common Stock as to which he
maintained the sole power to vote or to direct the vote (6,000 of
this total represents shares of Common Stock which Mr. Schofield
could acquire upon the exercise of stock options).
(ii) shared power to vote or to direct the vote: The ESOP
beneficially owned 70,811 shares of Common Stock as to which it has
shared power to vote or direct the vote. Mr. Lemon was deemed to be
the beneficial owner of 70,811 shares of Common Stock as to which he
had shared power to vote or to direct the vote (consisting of the
ESOP Shares). Mr. Schofield was deemed to be the beneficial owner
of 73,011 shares of Common Stock as to which he had shared power to
vote or to direct the vote (consisting of the ESOP Shares, the
Community Property Shares and the Jennifer Schofield IRA Shares).
(iii) sole power to dispose or direct the disposition of: The
ESOP beneficially owned no shares of Common Stock as to which it
maintained the sole power to dispose or direct the disposition of.
Mr. Lemon beneficially owned 11,300 shares of Common Stock as to
which he maintained the sole power to dispose or direct the
disposition of (10,000 of this total represents shares of Common
Stock which Mr. Lemon could acquire upon the exercise of stock
options). Mr. Schofield beneficially owned 8,000 shares of Common
Stock as to which he maintained the sole power to dispose or direct
the disposition of (6,000 of this total represents shares of Common
Stock which Mr. Schofield could acquire upon the exercise of stock
options).
(iv) shared power to dispose or direct the disposition of: The
ESOP beneficially owned 70,811 shares of Common Stock as to which it
had shared power to dispose or direct the disposition of. Mr. Lemon
was deemed to be the beneficial owner of 70,811 shares of Common
Stock as to which he had shared power to dispose or direct the
disposition of (consisting of the ESOP Shares). Mr. Schofield was
deemed to be the beneficial owner of 73,011 shares of Common Stock
as to which he had shared power to dispose or direct the disposition
of (consisting of the ESOP Shares, the Community Property Shares and
the Jennifer Schofield IRA Shares).
Page 7 of 9 Pages
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Item 5. Ownership of Less Than Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following.[X]
During January 1999, the ESOP was amended to substitute Robert Fanucci
as the sole trustee thereunder in the place and stead of its two former co-
trustees, Messrs. Lemon and Schofield. By virtue of this amendment, Messrs.
Lemon and Schofield are no longer deemed for reporting purposes to beneficially
own the ESOP Shares. Because each of Messrs. Lemon and Schofield at present are
deemed for reporting purposes to beneficially own less than five percent of the
common stock of Napa National Bancorp, they are no longer subject to the
reporting requirements of 17 C.F.R. (S)240.13d-1 et seq. with respect to the
common stock of Napa National Bancorp and will not become subject to such
reporting requirements until such time, if any, as either of them hereafter
becomes the beneficial owner of more than five percent of the common stock of
Napa National Bancorp and is required to file pursuant to 17 C.F.R. (S) 240.13d-
1.
As of the date hereof, Mr. Fanucci is deemed for reporting purposes
pursuant to 17 C.F.R. (S)240.13d-1 to beneficially own 70,811 shares of Common
Stock held by the ESOP.
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 the
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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 acquired and are held in the
ordinary course of business (in the case of the ESOP) and were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
Page 8 of 9 Pages
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SIGNATURES
----------
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 11, 1999.
NAPA NATIONAL BANCORP STOCK
PARTICIPATION PLAN
By: /s/ Robert Fanucci
--------------------------
Robert Fanucci
Trustee
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 11, 1999.
/s/ C. Richard Lemon
--------------------------
C. Richard Lemon
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 11, 1999.
/s/ George M. Schofield
--------------------------
George M. Schofield
Page 9 of 9 Pages
