ENCINITAS, Calif. - SDN Bancorp, parent of San Dieguito National Bank, reported that it has completed the previously announced sale of common stock to Dartmouth Capital Group, a limited partnership led by Robert P. Keller.

Dartmouth Capital and its affiliates purchased $4.9 million of newly issued stock of SDN Bancorp, resulting in ownership of 94% - a stake that could go up to 97%.

SDN Bancorp, in turn, contributed about $3 million of new capital to San Dieguito National Bank. The bank is now said to be "well capitalized" for purposes of federal regulations, with a ratio of equity to assets in excess of 6% and a total risk-weighted capital level of 10%.

In connection with the recapitalization, federal banking regulators were reported to have terminated regulatory agreements for both SDN Bancorp and San Dieguito National.

"This additional capital has dramatically increased the bank's ability to meet the credit needs of the market we serve," said Mr. Keller, who has been named chairman and chief executive.

San Dieguito National now has assets of about $58 million.

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