<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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: October 29, 1997
REDWOOD EMPIRE BANCORP
(Exact number of Registrant as specified in its charter)
California File No. 0-19231 68-0166366
---------- ---------------- ----------
(State or other jurisdiction of (Commission 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
--------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
Press release for the following (article attached):
Redwood Empire Bancorp declares quarterly dividend on preferred stock.
Redwood Empire Bancorp reports improved third quarter results.
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.
10-29-97
Date: REDWOOD EMPIRE BANCORP
-------------- ----------------------
(Registrant)
/s/ James E. Beckwith
By:
---------------------------
James E. Beckwith
Executive Vice President and
Chief Financial Officer
<PAGE>
FOR: REDWOOD EMPIRE BANCORP
APPROVED BY: James Beckwith
Chief Financial Officer
(707) 522-5215
CONTACT: Morgen-Walke Associates, Inc.
John Swenson, Micah Epps
(415) 296-7383
FOR IMMEDIATE RELEASE Sandra Badurina, Joshua Passman
(212) 850-5600
REDWOOD EMPIRE BANCORP DECLARES QUARTERLY
DIVIDEND ON PREFERRED STOCK
SANTA ROSA, Calif. (October 23, 1997) -- Redwood Empire Bancorp (AMEX: REB)
today announced that its Board of Directors has declared a quarterly dividend of
19.5 cents per share on the Company's 7.8% Noncumulative Convertible Perpetual
Preferred Stock. The dividend is payable on November 14, 1997 to shareholders
of record on October 30, 1997.
Redwood Empire Bancorp is the holding company for National Bank of the
Redwoods, a commercial bank. The Company operates through branches and loan
production offices in various California locations.
# # #
<PAGE>
FOR: REDWOOD EMPIRE BANCORP
APPROVED BY: James Beckwith
Chief Financial Officer
(707) 522-5215
CONTACT: Morgen-Walke Associates, Inc.
John Swenson, Micah Epps
(415) 296-7383
FOR IMMEDIATE RELEASE Joshua Passman
(212) 850-5600
REDWOOD EMPIRE BANCORP REPORTS IMPROVED THIRD QUARTER RESULTS
SANTA ROSA, Calif. (October 29, 1997) -- Redwood Empire Bancorp (AMEX: REB)
today reported third quarter 1997 net income of $925,000, or $0.27 per share
fully diluted. This compares with a net loss of $(804,000), or a fully diluted
loss per share of $(0.33), for the third quarter a year ago and to net income of
$884,000 or $0.26 per share fully diluted in the second quarter of 1997. Return
on equity was 11.67% in the third quarter, compared with a negative return a
year ago and 11.49% for the second quarter of 1997. For the nine months, net
income was $2,389,000 or $0.70 per share on a fully-diluted basis. This
compares with net income of $120,000, or $(0.08) per share fully diluted, for
the first nine months of 1996.
"The Company's performance continues to improve," noted Tom Whitaker,
Chairman of Redwood Empire Bancorp. "1997 third quarter net income improved
dramatically from a net loss in 1996. We believe we are well positioned to
achieve higher efficiencies in operational performance and continue our earnings
growth momentum," continued Whitaker.
Net interest income was $5,139,000 in the third quarter, compared to
$5,898,000 of the same period in 1996. The loan loss provision was $465,000 for
the quarter, versus $545,000 in the same period last year. 1997 third quarter
net chargeoffs were $24,000, or .03% of average portfolio loans. Non-performing
assets at September 30, 1997 were $16,878,000 or 3.76% of total assets, as
compared to non-performing assets of $13,181,000 or 2.64% of total assets, as of
December 31, 1996 and $15,690,000 or 3.55% of total assets as of June 30, 1997.
The growth in the past year in the
(-more-)
<PAGE>
Company's non-performing assets is directly attributable to deterioration in the
Company's single family mortgage loan portfolio, repurchases of assets
associated with the Company's prior mortgage banking activities, and the default
of certain residential construction loans.
"We have made an ongoing commitment to reduce our non-performing assets and
view resolution of this issue as integral to our long term success," continued
Whitaker. As of September 30, 1997, non accrual loans amounted to $10,449,000,
restructured loans totaled $1,112,000 and other real estate owned and other
assets owned equaled $5,317,000. From December 31, 1996, non accrual loans
increased $1,402,000, restructured loans increased by $355,000 and other real
estate owned increased $2,769,000 in the first nine months of 1997.
Third quarter non-interest expenses of $5,240,000 decreased $5,441,000, or
51% from the same quarter one year ago. Non interest income declined $1,837,000
or 47% from the same quarter one year ago. "The Company's restructuring
efforts, which included the merging of Allied Bank into National Bank of the
Redwoods, have begun to bear fruit," concluded Whitaker.
Total assets were $449 million at quarter-end. Common book value per share
was $9.51. The Company's Tier 1 capital to average assets ratio was 7.03% as of
September 30, 1997.
Redwood Empire Bancorp is the holding company for National Bank of the
Redwoods, a commercial bank. The Company operates through branches and loan
production offices in various northern California locations.
The statements contained in this release, which are not historical facts,
are forward-looking statements that are subject to risks and uncertainties.
Actual results may differ materially from those set forth in or implied by
forward-looking statements. These risks are described in the Company's
Securities and Exchange Commission filings.
(Tables to follow)
<PAGE>
REDWOOD EMPIRE BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT FOR EARNINGS PER SHARE AND SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30 September 30 September 30
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest income $9,199 $11,463 $28,425 $34,795
Interest expense 4,060 5,565 12,866 17,316
------------ ------------ ------------ ------------
Net interest income 5,139 5,898 15,559 17,479
Provision for loan losses 465 545 1,635 3,375
------------ ------------ ------------ ------------
Net interest income after loan loss provision 4,674 5,353 13,924 14,104
Other income 2,092 3,929 7,436 13,925
Other expense 5,240 10,681 17,307 27,839
------------ ------------ ------------ ------------
Income before taxes 1,526 (1,399) 4,053 190
Income tax expense 601 (595) 1,664 70
------------ ------------ ------------ ------------
NET INCOME 925 (804) 2,389 120
Preferred dividends 112 112 336 336
------------ ------------ ------------ ------------
Net income available for common $813 ($916) $2,053 ($216)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Earnings per common and common equivalent share:
Primary:
Net income $.28 ($.33) $.71 ($.08)
Weighted average shares 2,914,000 2,742,000 2,885,000 2,712,000
Fully diluted:
Net income $.27 ($.33) $.70 ($.08)
Weighted average shares 3,436,000 2,742,000 3,424,000 2,712,000
SELECTED RATIOS
Return on Average Common Equity 12.53 % (14.07%) 10.94 % (1.10%)
Return on Average Total Equity 11.67 % (10.11%) 10.35 % .50%
Return on Average Assets .84 % (.61%) .69 % .03%
SELECTED BALANCE SHEET DATA
(IN THOUSANDS)
September 30 September 30
1997 1996
------------ ------------
Total Loans, including Mortgage Loans
Held for Sale $314,391 $431,504
Allowance for Loan Loss 7,989 6,985
Total Assets 448,881 534,507
Total Deposits 392,670 446,380
Equity Capital 32,235 31,308
Nonperforming Assets 16,878 12,352
</TABLE>