REDWOOD EMPIRE BANCORP
8-K, 2000-05-25
NATIONAL COMMERCIAL BANKS
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                                  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: May 25, 2000



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



       California                     File No. 0-19231           68-016636
 (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





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<PAGE>


Item 5.  Other Events

Press releases on the following articles:

1.   Redwood Empire Bancorp announces quarterly dividend increase to 15 cents.

2.   Completion of Redwood's 5% share repurchase  announced on November 22, 1999
     and  authorization for the repurchase of an additional 10% of the Company's
     total shares outstanding or 316,000 shares.

3.   Announcement of changes in Holding Company and Subsidiary Chairmanships.






                                   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.



             5-25-00
Date:  ___________________            REDWOOD EMPIRE BANCORP
                                           (Registrant)


                                      /s/ James E. Beckwith
                                 By:
                                      James E. Beckwith
                                      Executive Vice President and
                                      Chief Operating Officer
<PAGE>






                                      FOR:           REDWOOD EMPIRE BANCORP


                                      APPROVED BY:   James E. Beckwith
                                                     Chief Operating Officer
                                                     (707) 522-5215


For Immediate Release



                 REDWOOD EMPIRE BANCORP ANNOUNCES A 50% INCREASE
                   OF ITS QUARTERLY DIVIDEND TO $.15 PER SHARE


SANTA ROSA, Calif. (May 17, 2000) -- Redwood Empire Bancorp (NASDAQ: REBC) today
announced  that its Board of Directors has declared a quarterly cash dividend of
fifteen cents per share on the Company's Common Stock. This dividend declaration
represents an increase dividend of 50%. The dividend is payable on July 17, 2000
to shareholders of record on June 30, 2000.

     Redwood  Empire  Bancorp is the holding  company for  National  Bank of the
Redwoods,  a commercial  bank. The Company  operates through branches in Sonoma,
Mendocino and Lake Counties.

                                      # # #

<PAGE>



                                      FOR:           REDWOOD EMPIRE BANCORP

                                      APPROVED BY:   James Beckwith
                                                     Chief Operating Officer
                                                     (707) 522-5215

For Immediate Release


     REDWOOD EMPIRE BANCORP ANNOUNCES COMPLETION OF ITS 5% SHARE REPURCHASE
            AND AUTHORIZATION OF AN ADDITIONAL 10% SHARE REPURCHASE


SANTA ROSA, Calif. (May 17, 2000) -- Redwood Empire Bancorp (NASDAQ: REBC) today
announced  that it has completed its 5% share  repurchase  announced on November
22, 1999. Under this repurchase, the Company bought a total of 150,000 shares at
an average  price of $18.38 per share.  In addition,  the Board of Directors has
authorized  the  repurchase of an additional  10% of the Company's  total shares
outstanding or 316,000 shares.  Under the repurchase program,  the Company plans
to purchase  shares  from time to time on the open  market or through  privately
negotiated  transactions.

     "We believe that shares of Redwood Empire currently  represent a compelling
value,  and that this  repurchase  program  provides the  opportunity to enhance
returns on capital and increased  earnings per share over the  long-term,"  said
James Beckwith, Chief Operating Officer of Redwood Empire Bancorp.

     Redwood  Empire  Bancorp is the holding  company for  National  Bank of the
Redwoods,  a commercial  bank. The Company  operates through branches in Sonoma,
Mendocino and Lake Counties.

     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.


                                     # # # #
<PAGE>






                                      FOR:           REDWOOD EMPIRE BANCORP


                                      APPROVED BY:   James E. Beckwith
                                                     Chief Operating Officer
                                                     (707) 522-5215

For Immediate Release



                  REDWOOD EMPIRE BANCORP CHAIRMAN ANNOUNCEMENTS


SANTA ROSA, Calif. (May 17, 2000) -- Redwood Empire Bancorp (NASDAQ: REBC) today
announced  that Tom D.  Whitaker  has retired from the Board of Directors of the
Redwood Empire Bancorp and National Bank of the Redwoods. The Board of Directors
appointed  Patrick W. Kilkenny to fill the Chairman position at National Bank of
the Redwoods. Mr. Kilkenny has been with the Bank since 1985 and is the founding
President  and CEO.  Gregory J. Smith was appointed  Chairman of Redwood  Empire
Bancorp. Mr. Smith serves as Managing Principal of Larson Allen Financial,  LLC,
an investment  banking firm and licensed  broker/dealer  located in Minneapolis,
Minnesota.  Mr.  Smith has 25 years of  experience  in all  areas of  investment
banking as well as various management  positions,  and was appointed as Director
to Redwood in December 1999. Mr. Smith has held several positions as Chairman in
various community banking companies throughout the United States.

     Redwood  Empire  Bancorp is the holding  company for  National  Bank of the
Redwoods,  a commercial  bank. The Company  operates through branches in Sonoma,
Mendocino and Lake Counties.

                                      # # #



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