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.
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(Exact name of registrant as specified in its charter)
California 77-0058227
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
ONE NORTH MARKET STREET, SAN JOSE, CALIFORNIA 95113
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(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
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(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.
<PAGE>
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.
<TABLE>
<CAPTION>
(in thousands, except per share data)
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Unaudited As of or for the year ended December 31,
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1999 1998 1997
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<S> <C> <C> <C>
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
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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)
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Income before income taxes 12,505 12,529 11,459
Income taxes (4,949) (5,040) (4,749)
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Net income $7,707 $7,489 $6,710
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Net income per share - basic $2.21 $2.06 $1.86
Net income per share - diluted 2.07 1.92 1.74
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</TABLE>
Consent of Independent Auditors
The Board of Directors
SJNB Financial Corp.
We consent to the incorporation by reference in the registration statements
(Nos. 33-31392 and 333-89013) on Form S-8 of SJNB Financial Corp. of our report
dated January 13, 2000, relating to the consolidated balance sheets of SJNB
Finanicial Corp. and subsidiary as of December 31, 1999 and 1998, and the
related consolidated statements of income, shareholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1999, which report appears in the December 31, 1999,
annual report on Form 10-K of SJNB Finanical Corp.
/s/KPMG
San Francisco, California
April 10, 2000
