REDWOOD EMPIRE BANCORP
8-K, 1996-04-30
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                         Date of Report: April 30, 1996



                             REDWOOD EMPIRE BANCORP
            (Exact number of Registrant as specified in its charter)



                     California File No. 0-19231 68-0166366
      (State or other jurisdiction of (Commision File Number) (IRS Employer
                Incorporated or organization) Identification No.)



            111 Santa Rosa Avenue, Santa Rosa, California 95404-4905
               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code: (707) 545-9611





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<PAGE>



Item 5.  Other Events

Press release for the following (articles attached):

1. Redwood Empire Bancorp  declares  quarterly  dividend on its preferred stock.
2. Redwood  Empire  Bancorp  names Martin  McCormick as President of Allied Bank
subsidiary.  3. Redwood Empire Bancorp  reports first quarter results for period
ended March 31, 1996.










                                                              SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                  4-30-96
Date:  ___________________ REDWOOD EMPIRE BANCORP
                                            (Registrant)


                              /s/ Gale D. Bridgeman
                          By:__________________________
                                Gale D. Bridgeman
                          Vice President/Controller and
                          Principal Accounting Officer


<PAGE>

                           FOR: REDWOOD EMPIRE BANCORP

                                            APPROVED BY: James Beckwith
                                                         Chief Financial Officer
                                                         (707) 573-4988

                        CONTACT: Morgen-Walke Associates
                          Doug Sherk, Jenifer Kirtland
                                 (415) 296-7383
                           Jill Ruja, Elissa Grabowski
                                 (212) 850-5600

For Immediate Release

                         REDWOOD EMPIRE BANCORP DECLARES
                     QUARTERLY DIVIDEND ON PREFERRED STOCK
     SANTA ROSA, CA (April 17, 1996) -- Redwood Empire Bancorp  (AMEX:REB) today
     announced that at its meeting yesterday,  the Board of Directors declared a
     quarterly  dividend  on  the  Company's  7.80%  Noncumulative   Convertible
     Perpetual  Preferred Stock of 19.5 cents per share. The dividend is payable
     on May 15, 1996 to shareholders of record on April 30, 1996. Redwood Empire
     Bancorp is the holding  company for two  operating  subsidiaries:  National
     Bank of the Redwoods, a commercial bank, and Allied Bank, F.S.B., a savings
     bank. The Company operates through branches and loan production  offices in
     various California locations, as well as Portland, Oregon.

                                     # # #

<PAGE>

FOR: REDWOOD EMPIRE BANCORP

                                    APPROVED BY:     Patrick W. Kilkenny
                     President and Chief Executive Officer
                                 (707) 573-4911

                     CONTACT: Morgen-Walke Associates, Inc.
                 Doug Sherk, Jenifer Kirtland, David Gennarelli
                                 (415) 296-7383
                          Jill Ruja, Elissa Grabowski
                                 (212) 850-5600
                             For Immediate Release







                  REDWOOD EMPIRE BANCORP NAMES MARTIN MCCORMICK
                     AS PRESIDENT OF ALLIED BANK SUBSIDIARY
     SANTA ROSA, CA (April 18, 1996) -- Redwood Empire Bancorp (AMEX: REB) today
     announced  that the Board of  Directors of its Allied Bank  subsidiary  has
     appointed Martin B. McCormick, 38, as the president of Allied Bank. He will
     retain his current title of chief operating  officer.  Patrick W. Kilkenny,
     49, was named vice chairman and chief executive officer of Allied.  William
     B. Stevenson, 65, was named chairman. The positions of chairman, president,
     and chief executive  officer were formerly held by Terance  O'Mahoney,  58,
     who resigned from Allied Bank earlier this month to pursue other interests.
     Mr. McCormick will also fill Mr.  O'Mahoney's  unexpired term as a director
     on Allied's Board. "Martin has been with Allied Bank since the early stages
     of its organization and operations," said Patrick  Kilkenny,  president and
     chief executive officer of Redwood Empire Bancorp. "He has made significant
     contributions  to the Bank  since the  beginning  and knows its  operations
     thoroughly. With his industry knowledge, experience, and management skills,
     Martin will be an excellent  president and addition to Allied's Board." Mr.
     McCormick has spent twenty years in the mortgage business. He joined Allied
     Bank at its inception in 1986,  serving as senior vice  president and chief
     operating  officer  since that time.  Mr.  McCormick  established  Allied's
     savings activities in Ukiah, California. He developed the Company's initial
     lending and savings  policies,  procedures and  operations,  including site
     acquisition and back-office support systems.
                                                            -2-

     As chief operating officer,  Mr. McCormick's  responsibilities  include all
     phases of residential  lending,  including loan  production,  originations,
     underwriting,  funding,  servicing  and  sales  to the  secondary  mortgage
     market.  He has  been  instrumental  in  developing  Allied's  presence  in
     Northern  California  and Portland.  Redwood  Empire Bancorp is the holding
     company for two  operating  subsidiaries:  Allied Bank,  F.S.B.,  a savings
     institution,  and National Bank of the  Redwoods,  a commercial  bank.  The
     Company operates  through  branches and loan production  offices in various
     California locations, as well as Portland, Oregon.

                                      # # #

<PAGE>

FOR: REDWOOD EMPIRE BANCORP

     APPROVED BY: James Beckwith Chief Financial Officer (707) 573-4988

                     CONTACT: Morgen-Walke Associates, Inc.
     Doug Sherk, Jenifer Kirtland, David Gennarelli (415) 296-7383
                                Jill Ruja, Elissa Grabowski
                                                                  (212) 850-5600
     For Immediate Release





              REDWOOD EMPIRE BANCORP REPORTS FIRST QUARTER RESULTS

     SANTA ROSA, CA (April 19, 1996) -- Redwood Empire Bancorp (AMEX: REB) today
     announced financial results for the first quarter ended March 31, 1996. Net
     income  for the  first  quarter  was  $886,000,  or  $0.27  per  share on a
     fully-diluted  basis.  This compares with net income of $911,000,  or $0.29
     per share,  in the first quarter of 1995,  which  included the effect of an
     improvement  in the market  value of loans  held for sale at the  company's
     Allied Bank  subsidiary,  totalling  $1,500,000  pre-tax  and the  positive
     impact of adopting Statement of Financial  Accounting Standards (SFAS) #122
     for Mortgage  Servicing Rights of $288,000 on a pre-tax basis.  "This was a
     strong quarter for the company with a solid financial performance from both
     our commercial and savings bank  subsidiaries,  despite a company-wide loan
     loss provision of $1.5  million,"  said Patrick W. Kilkenny,  president and
     chief executive officer.  "This provision includes a conservative  response
     to $1.4 million in  outstanding  leases  purchased by National  Bank of the
     Redwoods  from Bennett  Financial,  which  recently  declared  bankruptcy."
     "Despite the higher than normal loan loss  provision,  our commercial  bank
     continues  to do well,  benefitting  from  higher net  interest  income and
     increased fee income," Mr. Kilkenny continued.  "Our fee-generating service
     businesses,  including  SBA  lending,  merchant  bank  card and  electronic
     banking,  will continue to expand as we broaden our marketing efforts." "At
     Allied  Bank,   our  savings   subsidiary,   mortgage   originations   grew
     significantly  from the first quarter of 1995 to $483 million in the recent
     quarter  from $84 million last year,  reflecting  the lower  interest  rate
     environment," added Mr. Kilkenny.
                                                   -2-

     Consolidated  net  interest  income for the  company  grew 19% in the first
     quarter of 1996, due to increased loan volume,  primarily mortgages,  and a
     higher net interest  margin.  The net interest  margin  increased 121 basis
     points to 4.32% from 3.11% in the first quarter of 1995. Noninterest income
     increased  26%,  reflecting  growth in fee  income and gains on the sale of
     mortgages.  The loan loss  provision  was  $1,515,000  for the recent first
     quarter compared with $300,000 last year. Net chargeoffs totalled $172,000,
     or 0.21% of average  portfolio loans  annualized.  Nonperforming  assets at
     March 31, 1996 were 1.69% of total assets. Reserves to portfolio loans were
     1.90%. Total assets were $561 million at quarter-end. Common book value per
     share was $9.81.  Tier 1 capital  to  risk-based  assets was  approximately
     7.46% and total capital to risk-based  assets was  approximately  11.89% at
     March 31,  1996.  Redwood  Empire  Bancorp is the  holding  company for two
     operating  subsidiaries:  Allied Bank, F.S.B., a savings  institution,  and
     National  Bank of the Redwoods,  a commercial  bank.  The Company  operates
     through  branches  and  loan  production   offices  in  various  California
     locations, as well as Portland, Oregon.

                                            (Table to follow)

<PAGE>

<TABLE>
                                                                       REDWOOD EMPIRE BANCORP AND SUBSIDIARIES
                                                                    CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                                                            (Dollars in thousands except for earnings per share and share data)



                                                                                 Three Months Ended
<CAPTION>
                                                                          March 31             March 31
                                                                            1996                 1995
                                                                        --------------      ---------------
<S>                                                                   <C>                 <C>
Interest income                                                       $        11,493     $         12,074
Interest expense                                                                5,994                7,462
                                                                        --------------      ---------------
Net interest income                                                             5,499                4,612
Provision for loan losses                                                       1,515                  300
                                                                        --------------      ---------------
Net interest income after loan loss provision                                   3,984                4,312
Other income                                                                    5,585                4,433
Other expense                                                                   8,091                7,197
                                                                        --------------      ---------------
Income before taxes                                                             1,478                1,548
Income tax expense                                                                592                  637
                                                                        --------------      ---------------
Net income                                                                        886                  911
Preferred dividends                                                               112                  112
                                                                        --------------      ---------------
                                                                        ==============      ===============
Net income available for common                                       $           774     $            799
                                                                        ==============      ===============



Earnings per common and common equivalent share:
Primary:
  Net income                                                                        $.29                 $.30
  Weighted average shares                                                   2,706,000            2,667,000

Fully diluted:
  Net income                                                                        $.27                 $.29
  Weighted average shares                                                   3,244,000            3,166,000



Selected Ratios
Return on Average Common Equity                                                    11.79 %              14.13 %
Return on Average Total Equity                                                     11.07 %              12.84 %
Return on Average Assets                                                             .65 %                .58 %

                                                                           Selected Balance Sheet Data
                                                                                  (In Thousands)

                                                                          March 31             March 31
                                                                            1996                 1995
                                                                        --------------      ---------------

<S>                                                                   <C>                 <C>
Total Loans, including Mortgage Loans Held for Sale                   $       446,610     $        486,354
Allowance for Loan Loss                                                         6,380                6,003
Total Assets                                                                  560,843              577,445
Total Deposits                                                                474,692              525,474
Equity Capital                                                                 32,104               28,932
Nonperforming Assets                                                            9,498                8,720
</TABLE>


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