UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-19231
A. Full title of the Plan and address of the Plan, if different from that
of the issuer named below:
REDWOOD EMPIRE BANCORP 401(K) PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive offices:
REDWOOD EMPIRE BANCORP
111 Santa Rosa Avenue
Santa Rosa, California 95404-4905
Registrant's telephone number, including area code: (707) 573-4800
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees have (or other persons who administer the employee benefit plan) duly
caused this annual report to be signed by the undersigned thereunto duly
authorized.
REDWOOD EMPIRE BANCORP 401(K) PROFIT SHARING PLAN
/s/ James E. Beckwith
By: ________________________________________
James E. Beckwith
Executive Vice President and
Chief Operating Officer
<PAGE>
CONTENTS:
Page
Independent Auditors' Report..................................................4
Financial statements as of December 31, 1999 and 1998 and for the years
then ended:
Statements of net assets available for plan benefits.....................5
Statements of changes in net assets available for plan benefits..........6
Notes to financial statements............................................7
Supplemental schedules as of December 31, 1999 and for the year then ended:
Schedule H, line 4i - Schedule of Assets Held for Investment Purposes...12
Schedule H, line 4j - Schedule of Reportable Transactions...............13
Exhibits
Exhibit A - Independent Auditors' Consent
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the
Redwood Empire Bancorp
401(k) Profit Sharing Plan
Santa Rosa, California
We have audited the accompanying statements of net assets available for benefits
of the Redwood Empire Bancorp 401(k) Profit Sharing Plan (the "Plan") as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1999
and 1998, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 and the supplemental schedule of
reportable transactions for the year ended December 31, 1999 are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the basic
1999 financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Sacramento, California
June 16, 2000
<PAGE>
<TABLE>
<CAPTION>
REDWOOD EMPIRE BANCORP
401(K) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
1999 1998
-------------------------------------------
ASSETS
<S> <C> <C>
Cash and equivalents $ 511,871 $ 614,557
Investments, at fair value:
Redwood Empire Bancorp common stock 259,909 281,582
Other marketable securities 3,871,328 2,785,870
Loans to participants 83,960 50,891
Contributions receivable:
Employer 143,366 212,635
-------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $4,870,434 $3,945,535
===========================================
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REDWOOD EMPIRE BANCORP
401(K) PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended
December 31
1999 1998
--------------------------------------
<S> <C> <C>
Interest and dividend income $113,377 $71,935
Net appreciation (depreciation) in fair value of investments:
Redwood Empire Bancorp common stock 29,070 (7,047)
Other marketable securities 914,375 276,864
Participant contributions 673,297 640,551
Rollover contributions 29,844 12,613
Employer contributions 143,366 217,875
Distributions (955,680) (410,119)
Expenses (22,750) (6,081)
--------------------------------------
Net increase in Plan assets 924,899 796,591
Net assets available for benefits:
Beginning of year 3,945,535 3,148,944
--------------------------------------
End of year $4,870,434 $3,945,535
======================================
See notes to financial statements.
</TABLE>
<PAGE>
REDWOOD EMPIRE BANCORP 401(K) PROFIT SHARING PLAN
Notes to Financial Statements
Years Ended December 31, 1999 and 1998
Note 1. Summary Plan Description
The following description of the Redwood Empire Bancorp ("Company") 401(k)
Profit Sharing Plan ("Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the Plan's
provisions.
General - The Plan, established on January 1, 1987, is a defined
contribution plan covering eligible employees of the Company. Employees must be
21 years or age and must have completed 90 days of service to be eligible for
the Plan. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
Contributions - Each year, eligible employees may elect to contribute up to
15% of their compensation to the Plan ("Pre-Tax Contributions") to a maximum
amount established under the Internal Revenue Code ($10,000 for 1999). An
employee's contribution is further limited by nondiscrimination rules under the
Internal Revenue Code. All contributions to a participant's account are also
limited by Internal Revenue Code Section 415, which provides that total
additions to a participant's account may not exceed the lesser of 25% of
compensation or $30,000.
The Plan also allows employer matching and non matching contributions to be
made at the discretion of the Company. The method for determining discretionary
employer matching contributions for the years ended December 31, 1999 and 1998,
is as follows:
Employee Percent Employer
Contribution Match Contribution
First $300 100% $300
Next $400 75% $300
Next $800 50% $400
Next $4,000 25% $1,000
Therefore, the maximum employer matching contribution per employee for the
years ended December 31, 1999 and 1998 was $2,000. There were no employer non
matching contributions during the years ended December 31, 1999 and 1998.
<PAGE>
Participant Accounts - Each participant's account is credited with the
participant's contributions, allocations of the Company's contribution, and
investment earnings. Allocation of the Company contribution is based on
participants' compensation, as defined in the Plan. Allocation of investment
earnings is based on participants' account balances. Forfeited balances of
terminated participants' non-vested accounts must first be used to reduce the
Plan's administrative costs and any remaining forfeitures are to be allocated to
participant accounts as an employer non-elective contribution. The benefit to
which a participant is entitled is the participant's vested account.
Investment Options - The Plan requires that participant accounts be
invested on a self-directed basis in investment products offered by Charles
Schwab & Co., Inc., which may include the purchase of the Company's stock.
Vesting - Participants are entitled to the full value of their
contributions and earnings thereon at any time. The Plan provides for 20%
vesting of the participant's interest in the Company's contributions for each
year of service (as defined by the Plan). Upon termination of employment due to
retirement, death, disability, or separation from service, the vested balances
in the participants' accounts will be distributed to the participants or their
beneficiaries in a lump sum, equal periodic installments in the form of an
annuity, or any combination thereof, at the election of the participant or
beneficiary.
Withdrawals - A participant in the Plan may make full or partial
withdrawals of funds subject to the provisions of the Plan. Terminated employees
may also apply for and receive hardship withdrawals from the Plan.
Termination - The Company expects to continue the Plan indefinitely, but
reserves the right to amend, suspend or discontinue the Plan in whole or in part
at any time by action of the Company's Board of Directors. Upon termination of
the Plan, each participant's account would fully vest and be non-forfeitable.
Note 2. Summary of Significant Accounting Policies
Basis of accounting - The accompanying financial statements are prepared on the
accrual basis of accounting.
Cash and equivalents - Includes cash and money market accounts valued at cost.
<PAGE>
Investments - Investments are stated at fair value as determined by quoted
market prices. Realized gains or losses on the sale of investments are recorded
on the trade date as the difference between proceeds received and current value
at the beginning of the year or cost if acquired during the year. Net
appreciation (depreciation) in fair value of investments includes net unrealized
market appreciation and depreciation, net realized gains and losses on the sale
of investments during the period, and is net of investment expenses.
Distributions - Distributions to participants are recorded when paid.
Use of Estimates - In preparing the financial statements of the Plan, management
makes estimates and assumptions that affect the reported amounts of net assets
available for benefits at the date of the financial statements and the reported
amounts of changes in net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
Note 3. Income Taxes
The Plan has received a favorable determination letter dated June 10, 1998 from
the Internal Revenue Service as to its qualified status. The Plan administrator
and the Plan's tax counsel believe that the Plan is being operated in compliance
with applicable requirements of the Internal Revenue Code and the Employee
Retirement Income Security Act, and that the trust, which forms a part of the
Plan, is exempt from income tax. Accordingly, no provision has been made for
federal or state income taxes in the accompanying financial statements.
Note 4. Administration Costs
In accordance with the Plan, all costs and expenses of administering the Plan
are borne by the Company to the extent that the costs and expenses exceed the
balance in forfeiture account, except for expenses paid to the recordkeeper and
for commissions on investment transactions which are deducted from participant
accounts.
<PAGE>
Note 5. Investments
Investments representing more than 5% of the net assets available for
benefits at December 31, 1999 and 1998 is as follows:
Investment:
<TABLE>
<CAPTION>
1999 1998
----------------- -----------------
<S> <C> <C>
Redwood Empire Bancorp common stock $259,909 $281,582
Other marketable securities $3,871,328 $2,785,870
</TABLE>
Note 6. Party-In-Interest Transactions
The Plan's investments include Redwood Empire Bancorp common stock
representing Party in interest transactions that qualify as exempt prohibited
transactions.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
<CAPTION>
REDWOOD EMPIRE BANCORP
401(K) PROFIT SHARING PLAN
Schedule H, line 4i - Schedule of Assets Held for Investment Purposes
December 31, 1999
Investment Issuer Investment Type Fair Value
--------------------------------------------------------------------------------------------------
<S> <C>
Redwood Empire Bancorp * Common Stock $259,909
Other marketable securities Stock and Mutual Funds 3,871,328
* Redwood Empire Bancorp is a Party in interest of the Plan.
</TABLE>
<PAGE>
REDWOOD EMPIRE BANCORP
401(K) PROFIT SHARING PLAN
Schedule H, line 4j - Schedule of Reportable Transactions
Year Ended December 31, 1999
--------------------------------------------------------------------------------
* All investments are participant directed.
<PAGE>
EXHIBIT A
INDEPENDENT AUDITORS' CONSENT
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
3-35377 of Redwood Empire Bancorp on Form S-8 of our report dated June 16, 2000,
appearing in this Annual Report on Form 11-K of the Redwood Empire Bancorp
401(k) Profit Sharing Plan for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Sacramento, California
June 26, 2000
