FORM 10-KSB/A
U.S. Securities and Exchange Commission
Washington, D.C. 20549
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the Fiscal Year Ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from___________to__________
Commission File Number 2-91196(1)
NORTHERN EMPIRE BANCSHARES
(Name of small business issuer in its charter)
CALIFORNIA 94-2830529
(State of Incorporation) (I.R.S. Employer Identification Number)
801 Fourth Street
Santa Rosa, California 95404
(Address of principal executive offices)
(707) 579-2265
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: NONE
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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____.
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $14,648,000
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days. $13,104,000, as of February 29, 1996.
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,388,579 shares of common
stock as of February 29, 1996.
DOCUMENTS INCORPORATED BY REFERENCE:
Not Applicable.
Transitional Small Business Disclosure Format: Yes No X
(1) Registrant filed a registration statement, on Form S-1, under File Number
2-91196, and the Post Effective Amendment No. 8 to the registration statement
was declared effective on November 23, 1988.
1
<PAGE>
ITEM 11.
Security Ownership of Certain Beneficial Owners and Management
Other than as set forth below, the Corporation knows of no person who is the
beneficial owner of more than 5.0% of the Corporation's outstanding shares as of
February 29, 1996.
The following sets forth the numbers of shares of common stock beneficially
owned by each director of the Corporation and the Bank and by the directors and
officers (including vice presidents and above) of the Corporation and the Bank
as a group, as of February 29, 1996. The numbers of shares beneficially owned
include the numbers of shares which each person has the right to acquire upon
exercise of stock options granted pursuant to the Corporation's Stock Option
Plan. The percentages of shares owned beneficially are calculated, pursuant to
SEC Rule 13d-3(d) (1), based on the number of shares presently outstanding plus
the number of shares which the person or group has the right to acquire.
<TABLE>
<CAPTION>
Number of Shares
Name Beneficially Owned Pct
==============================================================================================
<S> <C> <C>
Clement C. Carinalli 56,640(1) 3.8%
Patrick R. Gallaher 93,437(2) 6.3
William P. Gallaher 65,694(2),(3) 4.4
William E. Geary 74,617(4) 5.0
Dennis R. Hunter 61,518(5) 4.1
James B. Keegan, Jr. 44,322(6) 3.0
Deborah A. Meekins 20,995(7) 1.4
Robert V. Pauley 123,435(8) 8.3
All other officers as a group (8 people) 18,040(9) 1.2
Directors and Officers as a group (15 persons) 514,743 34.7%
==============================================================================================
<FN>
(1) Including 18,388 share which Mr. Carinalli has the right to purchase upon exercise of outstanding
options.
(2) Including 43,955 shares held by Gallaher Construction Inc., Pension & Profit Sharing Plan.
(3) Including 6,615 shares which Mr. Gallaher has the right to purchase upon exercise of outstanding
options.
<PAGE>
(4) Including 8,820 shares which Mr. Geary has the right to purchase upon
exercise of outstanding options and 6,890 shares held for Geary Shea &
O'Donnell, employee pension and profit sharing plan.
(5) Including 9,702 shares which Mr. Hunter has the right to purchase upon
exercise of outstanding options and 46,414 shares held in the name of
Kathrine Hunter, as to which Mr. Hunter has voting rights.
(6) Including 9,602 shares which Mr. Keegan has the right to purchase upon exercise of outstanding
options.
(7) Including 20,444 shares which Ms. Meekins has the right to purchase upon exercise of outstanding
options.
(8) Including 8,820 shares which Mr. Pauley has the right to purchase upon
exercise of outstanding options and 1,145 shares held as custodian for
a minor child.
(9) Including 11,308 shares which officers have the right to purchase upon exercise of outstanding
options.
</FN>
</TABLE>
The following are the business addresses of the directors having beneficial
ownership of more than 5% of the Corporation's outstanding shares.
Patrick R. Gallaher, 6637 Oakmont Drive, Santa Rosa, CA 95409
William E. Geary, 37 Old Courthouse Square, Santa Rosa, CA 95404
Robert V. Pauley, 120 "D" Street, Santa Rosa, CA 95404
As of February 29, 1996, Mr. James Ratto, P.O. Box 768, Novato, CA 94948, owned
70,016 shares or 5.0% of the total shares outstanding.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DATE: April 30, 1996 NORTHERN EMPIRE BANCSHARES
BY /s/James B. Keegan, Jr.
James B. Keegan, Jr.
President
