<PAGE>
===========================================================================
UNITED STATES
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: March 23, 1998
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) 573-4800
===========================================================================
<PAGE>
ITEM 5. OTHER EVENTS
Press releases for the following (article attached):
Redwood Empire Bancorp announces call for redemption of its outstanding
7.8% Noncumulative Convertible Perpetual Preferred Stock, Series A.
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.
Date: 3/23/98 REDWOOD EMPIRE BANCORP
------------------------------------
(Registrant)
By: /s/ James E. Beckwith
------------------------------------
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
(212) 850-5600
REDWOOD EMPIRE BANCORP TO REDEEM OUTSTANDING PREFERRED STOCK
SANTA ROSA, Calif. (March 19, 1998) -- Redwood Empire Bancorp (AMEX: REB)
today announced that its Board of Directors has called for redemption and
will redeem its outstanding 7.8% Noncumulative Convertible Perpetual
Preferred Stock, Series A. The shares will be redeemed on April 30, 1998 at
$10.39 per share, payable to shareholders of record as of March 27, 1998, who
surrender their preferred stock certificates to the conversion agent, Chase
Mellon Shareholder Services LLC.
The preferred stock is currently convertible into 0.8674 shares of
common stock for each share of preferred stock. The total number of shares
subject to redemption will be reduced by the number of shares of preferred
stock converted into common stock between the record date and the redemption
date.
Based upon the last reported sale price of the common stock on the
American Stock Exchange on March 18, 1998, of $19.63 per share, the market
value of the common into which a share of preferred is convertible equals
$17.03 per share of preferred and therefore exceeds the redemption price of
the preferred stock.
"We are pleased to announced the redemption. We view this action as a
part of our continuing effort to improve shareholder value", noted Tom
Whitaker, Chairman of the Board of Directors.
A formal notice of redemption and related instructions will be sent to
shareholders of record. The Company currently has 575,000 shares of
Preferred Stock outstanding.
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.
# # #