0001019056-15-000742.txt : 20150908 0001019056-15-000742.hdr.sgml : 20150907 20150908100117 ACCESSION NUMBER: 0001019056-15-000742 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150904 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150908 DATE AS OF CHANGE: 20150908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB BANCORP/CA/ CENTRAL INDEX KEY: 0001163199 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 922115369 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49693 FILM NUMBER: 151095643 BUSINESS ADDRESS: STREET 1: 975 EL CAMINO REAL 3RD FL STREET 2: C/O FIRST NATIONAL BANK CITY: S. SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6505886800 MAIL ADDRESS: STREET 1: 975 EL CAMINO REAL 3RD FL STREET 2: C/O FIRST NATIONAL BANK CITY: S. SAN FRANCISCO STATE: CA ZIP: 94080 8-K 1 fnb_8k.htm FORM 8-K

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)

September 4, 2015

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously reported, on May 14, 2015, the registrant, FNB Bancorp, and its wholly owned banking subsidiary, First National Bank of Northern California, entered into an Agreement and Plan of Reorganization and Merger dated as of May 14, 2015 (the "Agreement") to acquire all of the outstanding common stock and preferred stock of America California Bank, a California banking corporation with its head office in San Francisco, California. The all-cash purchase price to be paid to holders of common stock and preferred stock of America California Bank is $10.60 per share, or approximately $21,510,000 in the aggregate. The closing of the acquisition occurred on September 4, 2015. All required regulatory approvals and approval of the America California Bank shareholders were obtained prior to the closing.

Financial statements and pro forma financial information for the acquisition of America California Bank, as required by Item 2.01 of Form 8-K, will be filed with the Commission as soon as practicable hereafter by an amendment of this report.

Item 8.01 Other Events

A copy of the press release issued by FNB Bancorp on September 4, 2015, to announce the closing of the Agreement and the merger of America California Bank with and into First National Bank of Northern California is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1

Press release on September 8, 2015

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: September 8, 2015	By:	/s/ David A. Curtis
		David A. Curtis
		Senior Vice President and
		Chief Financial Officer

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Press Release

Available for Immediate Publication: September 4, 2015

FNB Bancorp Completes Previously Announced Acquisition of America California Bank

Source:FNB Bancorp (CA) (QTCQB:FNBG)

South San Francisco, California

Website: www.fnbnorcal.com

Contacts:

Tom McGraw, Chief Executive Officer (650) 875-4864

Dave Curtis, Chief Financial Officer (650) 875-4862

Today, FNB Bancorp announced the closing of its acquisition of San Francisco, California-based America California Bank ("ACB") through the merger of ACB with and into its subsidiary bank, First National Bank of Northern California. The all-cash purchase price being paid to holders of ACB common stock and preferred stock is $10.60 per share, or approximately $21,510,000 in the aggregate. Prior to the closing, all required regulatory approvals were obtained and the transaction was also approved by the ACB shareholders.

Beginning on Tuesday, September 8, 2015, the ACB banking operations at 417 Montgomery Street, San Francisco, will be consolidated into the branch office of First National Bank of Northern California located at 130 Battery Street, San Francisco.

FNB Bancorp is subject to the annual, quarterly and other periodic reporting requirements of the Securities Exchange Act of 1934, as amended. For additional information about FNB Bancorp and the acquisition of America California Bank, reference should be made to the information available at sec.gov. Financial statements and pro forma financial information for this acquisition will be reported to the Securities and Exchange Commission as soon as practicable hereafter by the filing of an amendment to Current Report on Form 8-K.

Cautionary Statement: This release contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those stated herein. Management's assumptions and projections are based on their anticipation of future events and actual performance may differ materially from those projected. Risks and uncertainties which could impact future financial performance include, among others, (a) competitive pressures in the banking industry; (b) changes in the interest rate environment; (c) general economic conditions, either nationally or regionally or locally, including fluctuations in real estate values; (d) changes in the regulatory environment; (e) changes in business conditions or the securities markets and inflation; (f) water shortages in the State of California, and (g) the effects of terrorism, including the events of September 11, 2001, and thereafter, and the conduct of war on terrorism by the United States and its allies. Therefore, the information set forth herein, together with other information contained in the periodic reports filed by FNB Bancorp with the Securities and Exchange Commission, should be carefully considered when evaluating its business prospects. FNB Bancorp undertakes no obligation to update any forward-looking statements contained in this release, except as required by law.