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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
Redwood Empire Bancorp
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
757897-10-3
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(CUSIP Number)
Dean C. Hoffrogge
2104 Hastings Avenue, Newport, MN 55055
612-459-8494
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 5 pages
SCHEDULE 13D
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CUSIP No. 757897-10-3
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B. John Barry
SSN: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7. SOLE VOTING POWER
NUMBER OF 527,531* Shares of Common Stock, no par value
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 527,531* Shares of Common Stock, no par value
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,531* Shares of Common Stock, no par value
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.94%
14. TYPE OF REPORTING PERSON*
IN
*INCLUDES 60,100 SHARES OF CONVERTIBLE PREFERRED STOCK. EACH SHARE OF
PREFERRED IS CONVERTIBLE INTO .8674 SHARE OF COMMON STOCK AT THE OPTION OF
THE HOLDER.
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Page 3 of 5 pages
Item 1. Security and Issuer
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The securities to which this Schedule 13D relates are the shares
ofcommon stock, no par value (the "Common Stock"), of Redwood Empire
Bancorp (the "Issuer"). The address of the Issuer's principal
executive offices is 111 Santa Rosa Avenue, CA 95404.
Item 2. Identity and Background
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(a-c) The person (the "Reporting Person") filing this statement is
B. John Barry
Address: 1128 Red Mountain Road, Aspen, CO 81611
Occupation: Executive
Business address: 2104 Hastings Avenue, Newport, MN 55055
(d-e) None
Item 3. Source and Amount of Funds or Other Consideration
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All funds used for the acquisition of the shares of the issuer were
the personal investment funds of Mr. Barry and no sums were borrowed
from any source to make the acquisition .
Item 4. Purpose of the Transaction
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The purpose of Mr. Barry's acquisition of the shares of the issuer is
for investment. Mr. Barry has no present intention of exerting
control over the business or assets of the issuer.
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Page 4 of 5 pages
Item 5. Interest in Securities of the Issuer
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(a) Aggregate number of shares: 527,531 shares of Common Stock, no par
value (includes 60,100 shares of convertible preferred stock. Each
share of preferred is convertible into .8674 share of common stock at
the option of the holder).
Percentage owned: 18.94%
(b) The Reporting Person has the sole power to vote or to direct the vote
and the sole power to dispose or direct the disposition of the shares
of Common Stock
(c) Transactions effected during the 60 days prior to and on February 5,
1998 and subsequent activity:
<TABLE>
<CAPTION>
DATE # OF SHARES PRICE PER SHARE WHERE/HOW EFFECTED
---- ----------- --------------- ------------------
<S> <C> <C> <C>
February 5, 1998 28,000 $17.50 Open market purchase
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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To the best knowledge of the Reporting Person, there is no
contract, arrangement, understanding or relationship (legal or
otherwise) between the Reporting Person and any other person with
respect to the Shares, including but not limited to transfer or voting
of the Common Stock, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
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None
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Page 5 of 5 pages
Signature
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After reasonable inquiry and to the best of the knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement by or about the undersigned is true, complete and
correct.
Date: February 13, 1998
B. John Barry
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