ENCINITAS, Calif. -- SDN Bancorp, holding company for San Dieguito National Bank, has signed a stock purchase agreement with BDP Inc.

Under the agreement, BDP Inc. will acquire $5 million of new SDN Bancorp stock at $1 a share. It is anticipated that the transaction will be completed in October 1994. The stock purchase agreement is subject to a number of conditions, including the approval of the Federal Reserve Bank.

BDP Inc., subject to Fed approval, will be the managing general partner in the investor group acquiring the stock in SDN Bancorp.

Duke Fergerson, president of BDP Inc., said: "This is the first step in a very arduous journey through the regulatory approval process. Until this transaction is well along in that process, BDP will refrain from public comments."

Upon completion of the transaction, BDP, Inc. would own approximately 85% of SDN Bancorp. Of the $5 million, $3.5 million will be downstreamed into San Dieguito National Bank as additional equity capital.

This will result in the bank having about an 11% total risk-weighted capital ratio, 10% Tier 1 risk-weighted ratio and 8% Tier 1 leverage ratio.

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