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 (Date of earliest event reported)
FNB BANCORP
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
000-49693 92-2115369
(Commission File Number) (IRS Employer Identification No.)
975 El Camino Real, South San Francisco, California 94080
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 588-6800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on November 5, 2004, First National Bank of Northern California (the "Bank"), a national banking association wholly owned by the registrant, entered into (and announced its signing of) an Acquisition Agreement with Sequoia National Bank, a national banking association with offices in San Francisco, California ("Sequoia") and Hemisphere National Bank, a national banking association based in Miami, Florida ("Hemisphere"), pursuant to which the Bank proposes to acquire all of the assets and San Francisco banking operations of Sequoia and Hemisphere proposes to simultaneously acquire and merge with the remaining Sequoia national bank charter.
On December 13, 2004, the Bank, Sequoia and Hemisphere entered into a First Addendum to Acquisition Agreement ("First Addendum") with Privee Financial, Inc., a Delaware corporation and the registered bank holding company for Hemisphere ("Privee"). Pursuant to the First Addendum, Privee has been made a party to the Acquisition Agreement. The presence of Privee is expected to streamline the regulatory approvals associated with the proposed merger between Hemisphere and the remaining Sequoia national bank charter.
A copy of the First Addendum to Acquisition Agreement (without exhibits), as signed by the Bank, Sequoia, Hemisphere and Privee as of December 13, 2004, is attached to this report as Exhibit 2.5 and is incorporated here by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
2.5 First Addendum to Acquisition Agreement, dated December 13, 2004, signed among First National Bank of Northern California, Sequoia National Bank, Hemisphere National Bank and Privee Financial, Inc., which includes the following forms as exhibits which have been omitted from this report and which the registrant agrees to furnish to the Commission supplementally upon request:
Exhibit A: Stock Purchase Agreement (form revised) Exhibit B: Bank Merger Agreement (form revised)
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.
FNB BANCORP (Registrant)
Dated: December 17, 2004. By: /s/ JAMES B. RAMSEY
-----------------------------
James B. Ramsey
Senior Vice President and
Chief Financial Officer
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THIS FIRST ADDENDUM TO ACQUISITION AGREEMENT, dated as of December 13, 2004, ("First Addendum"), is entered into by and among SEQUOIA NATIONAL BANK, a national banking association ("Sequoia"), FIRST NATIONAL BANK OF NORTHERN CALIFORNIA, a national banking association ("FNB"), HEMISPHERE NATIONAL BANK, a national banking association ("HNB"), and PRIVEE FINANCIAL, INC., a Delaware corporation ("Privee").
A. Sequoia, FNB and HNB entered into a certain Acquisition Agreement, dated as of November 5, 2004 (the "Agreement").
B. The Agreement contemplates, among other things, that FNB would sell, and HNB would purchase, pursuant to the "Plan of Liquidation," all of the outstanding capital stock of the "Consolidated Bank" that FNB shall acquire in the "Consolidation" (as such terms are defined in the Agreement).
C. Privee is the registered bank holding company for HNB, and in order to obtain all approvals of the Office of the Comptroller of the Currency (the "OCC") required under terms of the Agreement, the parties hereto agree that Privee should be the purchaser of the "Consolidated Bank Stock" (as defined in the Agreement).
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the Agreement, the parties hereto agree as follows:
1. Privee as Party. Sequoia, FNB and HNB hereby agree that, effective upon the execution and delivery of this First Addendum, Privee shall become a party to the Agreement and shall be bound by all of the provisions thereof. The Agreement, as amended by this First Addendum, is binding upon and is for the benefit of Sequoia, FNB, Privee and HNB and their respective successors and permitted assigns. This First Addendum is not made for the benefit of any person, firm, corporation or association not a party hereto, and no other person, firm, corporation or association shall acquire or have any right under or by virtue of this First Addendum. No party may assign this First Addendum or any of its rights, privileges, duties or obligations hereunder without the prior written consent of the other parties to this First Addendum. Notices and legal process to be delivered to or served upon Privee shall be sent to the same address in Miami, Florida, as provided therein for HNB, with a copy to Kennedy & Baris, L.L.P. at the same address in Bethesda, Maryland, provided for such firm.
2. Stock Purchase and Bank Merger. Sequoia, FNB, Privee and HNB hereby agree that all references to "HNB" in the Agreement, as amended by this First Addendum, shall mean, collectively and jointly and severally, Privee Financial, Inc. and Hemisphere National Bank, except as the context may require otherwise, in which case such reference to "HNB" shall mean either Privee Financial, Inc. or Hemisphere National Bank, as appropriate; provided, however, that Sequoia, FNB, HNB and Privee agree that each reference to "HNB" in Article 3 of the Agreement shall mean Privee Financial, Inc., and the Stock Purchase Agreement, substantially in the form attached hereto as Exhibit A, shall be substituted in the place of the form of Stock Purchase Agreement which is attached to the Agreement as Exhibit G thereto, subject to final approval of the form of said Stock Purchase Agreement by the OCC; and further provided, however, that Sequoia, FNB, HNB and Privee agree that "Bank Merger" as used in the Agreement and Exhibits thereto, and the "Merger" in Article 4 of the Agreement and in the Bank Merger Agreement, substantially in the form attached hereto as Exhibit B, which shall be substituted in the place of the form of Bank Merger Agreement which is attached to the Agreement as Exhibit H thereto, shall mean the merger of the Consolidated Bank and Hemisphere National Bank.
3. Branch Authorization and Relocation. Sequoia, FNB, Privee and HNB hereby agree that the "Branch Authorization", as used in the Agreement, as amended hereby, shall refer to the authority of the Consolidated Bank to conduct a banking business under a national bank charter from its main office located at 65 Post Street, San Francisco, California, subject to a space sharing agreement with FNB. All references in the Agreement or any Exhibit thereto to an office of the Consolidated Bank located in Los Angeles, California shall refer to the main office located at 65 Post Street, San Francisco, California. The parties further agree that as part of and in connection with the Merger, and subject to the approval of the Comptroller of the Currency, the former main office of the Consolidated Bank shall become a branch of HNB and such branch shall be relocated by HNB immediately following effectiveness of the Merger from 65 Post Street, San Francisco, California, to Los Angeles California.
4. Governing Law. This First Addendum shall be governed by and construed in accordance with the laws of the State of California.
5. Attorneys' Fees. In any action at law or suit in equity in relation to this First Addendum, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys' fees and all other reasonable costs and expenses incurred in such action or suit.
6. Counterparts. This First Addendum may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, Sequoia, FNB, HNB and Privee have caused this First Addendum to Acquisition Agreement to be signed by their duly authorized officers as of the day and year first above written.
FIRST NATIONAL BANK SEQUOIA NATIONAL BANK
OF NORTHERN CALIFORNIA
By: /s/ THOMAS C. MCGRAW By: /s/ PETER T. PAUL
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Thomas C. McGraw Peter T. Paul
Chief Executive Officer Chairman and Chief Executive Officer
By: /s/ JIM D. BLACK
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Jim D. Black
President
HEMISPHERE NATIONAL BANK PRIVEE FINANCIAL, INC.
By: /s/ WALTER R. COOK By: /s/ WALTER R. COOK
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Walter R. Cook Walter R. Cook
Chairman and Chief Executive Officer Chairman and Chief Executive Officer
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[Note: Exhibits A and B to this First Addendum to Acquisition Agreement are omitted.]