content: 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): August 27, 1999
                                                           ---------------
  
  
  
                                SJNB Financial Corp
                ----------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
  
  
               California              0-11771                77-0058227
     -------------------------------------------------------------------------
     (State or other jurisdiction    (Commission           (I.R.S. Employer
          of incorporation)          File Number)       Identification Number)
  
  
                     One North Market Street
                     San Jose, California                       95113
                     ----------------------------------------------------
                    (Address of principal executive offices)   (Zip Code)
  
  
  
         Registrant's telephone number, including area code: (408) 947-7562
                                                             --------------
  
  <PAGE>
  
  Item 5.    Other Events.
  
       On August  27,  1999,  the  Company,  Saratoga  Bancorp  ("Saratoga"),  and
  Saratoga  National Bank ("SNB") entered into a definitive  Agreement and Plan of
  Merger (the "Merger Agreement")  pursuant to which all of the outstanding shares
  of Saratoga  common stock will be exchanged for shares of the  Company's  Common
  Stock  pursuant to a tax-free  exchange (the  "Merger"),  subject to dissenters'
  rights under  applicable law. The Merger  Agreement,  which has been approved by
  the Board of Directors of both  companies  and the Board of Directors of SNB, is
  subject to  approval  by the  shareholders  of both  Saratoga  and the  Company,
  clearance by regulatory  authorities,  including the Federal Reserve Board,  and
  other terms and conditions  customary for transactions of this type. The parties
  also  entered  into a Stock  Option  Agreement  dated as of August 27, 1999 (the
  "Stock Option Agreement"), as more fully described below.
  
       Although  no formal  timetable  for the  Merger  has been set,  subject  to
  satisfaction  of the  conditions  in the Merger  Agreement,  it is estimated the
  closing will occur in the fourth quarter of 1999.  The Merger  Agreement and the
  related  Stock Option  Agreement are attached as exhibits to this Report and are
  incorporated  herein  by  reference.  The  following  summaries  of  the  Merger
  Agreement  and the Stock Option  Agreement do not purport to be complete and are
  qualified in their entirety by reference to such exhibits.
  
       The Merger  Agreement  provides  for Saratoga  shareholders  to receive .70
  shares of SJNB Common Stock for each outstanding share of Saratoga Common Stock.
  The Merger  Agreement  provides that should SJNB's average price (as defined) on
  the NASDAQ National Market prior to closing be below $29.3590, then Saratoga can
  terminate the Merger Agreement.  If, but only if, Saratoga terminates the Merger
  Agreement under such a circumstance,  then SJNB may, at its option, increase the
  exchange  ratio to a ratio which will provide  approximately  $29.3590 per share
  for each Saratoga share and the Merger Agreement shall not be deemed terminated.
  At the effective time of the Merger,  stock options to acquire  Saratoga  Common
  Stock would be  converted  into  options to acquire  SJNB Common  Stock.  If the
  Merger were  consummated as of August 27, 1999,  based on the closing SJNB stock
  price of $33.25 on August 27,  1999,  the Merger would result in the issuance of
  approximately  1,110,000  new shares of SJNB Common Stock,  excluding  currently
  outstanding  options.  Based upon SJNB's  closing  price of $33.25 on August 27,
  1999, the Merger would be valued at approximately  $36.9 million.  At August 25,
  1999,  SJNB had  approximately  2,350,118  shares  outstanding  and Saratoga had
  approximately 1,586,588 shares outstanding.
  
       Following the execution of the Merger Agreement,  Saratoga,  as a condition
  to, and in consideration for entering into, the Merger Agreement, entered into a
  Stock  Option  Agreement  which  granted the Company an option to purchase up to
  378,561  shares of  Saratoga  Common  Stock (the  "Option  Shares"),  subject to
  adjustment,  at an exercise price of $19.21 per share (the "Stock Option").  The
  Option Shares, if issued pursuant to the Stock Option Agreement, would represent
  approximately  19.9% of the issued and outstanding  shares of Saratoga's  Common
  Stock after giving effect to the issuance of any shares  pursuant to an exercise
  of the Stock  Option  but in no event will the  number of Option  Shares  exceed
  19.9% of Saratoga's issued and outstanding Common Stock. The number of shares of
  Saratoga's  Common  Stock  subject to the Stock  Option will be increased to the
  extent that Saratoga issues  additional  shares of Common Stock  (otherwise than
  pursuant  to an  exercise  of the Stock  Option)  such that the number of Option
  Shares will continue to equal 19.9% of the then issued and outstanding shares of
  Saratoga's  Common Stock after giving effect to the issuance of shares  pursuant
  to an exercise of the Stock Option.  In the event  Saratoga  issues or agrees to
  issue any shares of Common Stock (other than pursuant to any warrants or options
  outstanding  at August 27, 1999 as permitted  under the Merger  Agreement)  at a
  price less than  $19.21 per share (or lower than an  adjusted  price per share),
  the exercise  price will be equal to such lesser price.  The number of shares of
  Saratoga's Common Stock subject to the Stock Option, and the applicable exercise
  price per Option Share, also will be appropriately  adjusted in the event of any
  stock dividend, split-up, merger,  recapitalization,  combination,  subdivision,
  conversion, exchange of shares, or similar event relating to Saratoga.
  
       Provided  that the  Company  shall not be in  material  breach of the Stock
  Option  Agreement  or the Merger  Agreement,  and no  injunction  or other order
  against  exercise  of the  Stock  Option or  delivery  of the  Option  Shares is
  currently in effect,  the Company may exercise the Stock Option,  in whole or in
  part, subject to regulatory approval,  with written notice at any time within 30
  days (subject to extension as provided in the Stock Option Agreement) after both
  an "Initial Triggering Event" and a "Subsequent Triggering Event" occur prior to
  termination of the Stock Option.
  
       Termination of the Stock Option  generally  occurs at any of the following:
  (i) the effective time of the Merger;  (ii)  termination of the Merger Agreement
  in accordance with the provisions  thereof if such  termination  occurs prior to
  the occurrence of an Initial  Triggering  Event;  (iii) the passage of 12 months
  after  termination  of the Merger  Agreement  if such  termination  follows  the
  occurrence  of  an  Initial  Triggering  Event  (provided  that  if  an  Initial
  Triggering Event continues or occurs beyond  termination of the Merger Agreement
  and prior to the passage of such 12 month period,  the  termination of the Stock
  Option will be 12 months from the expiration of the Last Triggering Event but in
  no event more than 18 months after termination of the Merger Agreement); or (iv)
  August 27, 2002. The "Last Triggering  Event" means the last Initial  Triggering
  Event to occur.
  
       "Initial  Triggering  Event" is  defined  as the  occurrence  of any of the
  following events: (i) Saratoga or any of its subsidiaries, without the Company's
  prior  written  consent,  enters  into an  agreement  with any person  (the term
  "person" having the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of
  the   Securities   Exchange  Act  of  1934,   and  the  rules  and   regulations
  thereunder)(other  than the Company or any subsidiary  thereof) to engage in, or
  the Board of Directors of Saratoga  recommends that the shareholders of Saratoga
  approve or accept (other than as  contemplated by the Merger  Agreement),  (x) a
  merger or consolidation,  or any similar transaction,  involving Saratoga or any
  Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X promulgated by
  the Securities and Exchange Commission (the "SEC")) of Saratoga, (y) a purchase,
  lease or other acquisition  representing 15% or more of the consolidated  assets
  of  Saratoga  and its  subsidiaries,  or (z) a  purchase  or  other  acquisition
  (including  by way of merger,  consolidation,  share  exchange or  otherwise) of
  securities  representing  10% or more of the  voting  power of  Saratoga  or any
  Significant  Subsidiary of Saratoga (each of the  transactions  described in the
  preceding  clauses  (x),  (y)  and  (z)  being  referred  to as an  "Acquisition
  Transaction");  (ii) Saratoga or any of its subsidiaries or affiliates,  without
  having received the Company's  prior written  consent,  authorizes,  recommends,
  proposes or publicly announces its intention to authorize, recommend or propose,
  to engage in an Acquisition  Transaction  with any person other than the Company
  or a  subsidiary  thereof,  or the  Board  of  Directors  of  Saratoga  publicly
  withdraws or modifies,  or publicly  announces its intent to withdraw or modify,
  in any manner adverse to the Company,  its recommendation  that the shareholders
  of Saratoga approve the transactions contemplated by the Merger Agreement; (iii)
  Any person  (other than the  Company,  any  subsidiary  thereof or any  Saratoga
  subsidiary acting in a fiduciary capacity) acquires beneficial  ownership or the
  right to acquire  beneficial  ownership of 10% or more of the outstanding shares
  of  Saratoga  Common  Stock;  (iv) Any  person  (other  than the  Company or any
  subsidiary  thereof) makes a bona fide proposal to Saratoga or its  shareholders
  by public  announcement or written  communication that is or becomes the subject
  of public disclosure to engage in an Acquisition Transaction;  (v) A third party
  makes a proposal  to Saratoga or its  shareholders  to engage in an  Acquisition
  Transaction, followed by Saratoga breaching any covenant or obligation contained
  in the Merger  Agreement,  such breach  entitling  the Company to terminate  the
  Merger Agreement,  and such breach shall not be cured prior to the date that the
  Company  sends notice of its  exercise of the Stock Option to Saratoga;  or (vi)
  Any person  (other than the Company or any  subsidiary  thereof),  other than in
  connection  with a transaction  to which the Company has given its prior written
  consent, files an application or notice with the Federal Reserve Board, or other
  federal or state  bank  regulatory  authority,  which  application  or notice is
  accepted for processing, for approval to engage in an Acquisition Transaction.
  
       "Subsequent  Triggering  Event" is defined as either (A) the acquisition by
  any person  (other than the  Company or any  subsidiary  thereof) of  beneficial
  ownership of 20% or more of the then  outstanding  Common Stock of Saratoga,  or
  (B) the  occurrence  of the Initial  Triggering  Event  described  in clause (i)
  above,  except that the percentage  referenced in subclause (z) thereof shall be
  20%.
  
       The information in this report shall not constitute an offer to exchange or
  the solicitation of an offer to exchange, nor shall there be any exchange of the
  Company's  Common  Stock in any  state in which  such  offer,  solicitation,  or
  exchange would be unlawful prior to the registration or qualification  under the
  securities  laws of any such state.  The Company's  Common Stock to be exchanged
  will be offered only by means of a prospectus filed with the SEC. A registration
  statement  relating to the Company's  Common Stock to be exchanged will be filed
  with the SEC. The Company's Common Stock may not be exchanged, nor may offers to
  exchange be  accepted,  prior to the time such  registration  statement  becomes
  effective.
  
       Item 7: Financial Statements and Exhibits
               ---------------------------------
  
       (c)  Exhibits. The following is furnished in accordance with the provisions
            of Item 601 of Regulation S-K.
  
            Exhibit 2.1: Agreement and Plan of Merger dated as of August 27, 1999,
                         among  the  Registrant,  Saratoga  Bancorp  and  Saratoga
                         National Bank.
  
            Exhibit 99.1:Stock  Option  Agreement  dated  as  of August 27,  1999,
                         among the Registrant and Saratoga Bancorp.
  
  <PAGE>
  
                                     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 thereunto duly authorized.
  
  Dated: September 1, 1999
  
                          SJNB Financial Corp.
                          --------------------
                          (Registrant)
  
  
  
  
                          By /s/ Eugene E. Blakeslee
                            ------------------------------
                            Eugene E. Blakeslee
                            Executive Vince President and
                            Chief Financial Officer (Chief
                            Accounting Officer)
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "SJNB/SARATOGA MERGER", "secsgml_size_bytes": 13517}]
metadata_filer: {"company-data": {"conformed-name": "SJNB FINANCIAL CORP", "cik": "0000721161", "assigned-sic": "6022", "irs-number": "770058227", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11771", "film-number": "99704765"}, "business-address": {"street1": "ONE N MARKET ST", "city": "SAN JOSE", "state": "CA", "zip": "95113", "phone": "4089477562"}, "mail-address": {"street1": "ONE NORTH MARKET STREET", "city": "SAN JOSE", "state": "CA", "zip": "95113"}}
text: 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): August 27, 1999
                                                           ---------------
  
                                SJNB Financial Corp
                ----------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
               California              0-11771                77-0058227
     -------------------------------------------------------------------------
     (State or other jurisdiction    (Commission           (I.R.S. Employer
          of incorporation)          File Number)       Identification Number)
  
                     One North Market Street
                     San Jose, California                       95113
                     ----------------------------------------------------
                    (Address of principal executive offices)   (Zip Code)
  
         Registrant's telephone number, including area code: (408) 947-7562
                                                             --------------
  Item 5.    Other Events.
  
       On August  27,  1999,  the  Company,  Saratoga  Bancorp  ("Saratoga"),  and
  Saratoga  National Bank ("SNB") entered into a definitive  Agreement and Plan of
  Merger (the "Merger Agreement")  pursuant to which all of the outstanding shares
  of Saratoga  common stock will be exchanged for shares of the  Company's  Common
  Stock  pursuant to a tax-free  exchange (the  "Merger"),  subject to dissenters'
  rights under  applicable law. The Merger  Agreement,  which has been approved by
  the Board of Directors of both  companies  and the Board of Directors of SNB, is
  subject to  approval  by the  shareholders  of both  Saratoga  and the  Company,
  clearance by regulatory  authorities,  including the Federal Reserve Board,  and
  other terms and conditions  customary for transactions of this type. The parties
  also  entered  into a Stock  Option  Agreement  dated as of August 27, 1999 (the
  "Stock Option Agreement"), as more fully described below.
  
       Although  no formal  timetable  for the  Merger  has been set,  subject  to
  satisfaction  of the  conditions  in the Merger  Agreement,  it is estimated the
  closing will occur in the fourth quarter of 1999.  The Merger  Agreement and the
  related  Stock Option  Agreement are attached as exhibits to this Report and are
  incorporated  herein  by  reference.  The  following  summaries  of  the  Merger
  Agreement  and the Stock Option  Agreement do not purport to be complete and are
  qualified in their entirety by reference to such exhibits.
  
       The Merger  Agreement  provides  for Saratoga  shareholders  to receive .70
  shares of SJNB Common Stock for each outstanding share of Saratoga Common Stock.
  The Merger  Agreement  provides that should SJNB's average price (as defined) on
  the NASDAQ National Market prior to closing be below $29.3590, then Saratoga can
  terminate the Merger Agreement.  If, but only if, Saratoga terminates the Merger
  Agreement under such a circumstance,  then SJNB may, at its option, increase the
  exchange  ratio to a ratio which will provide  approximately  $29.3590 per share
  for each Saratoga share and the Merger Agreement shall not be deemed terminated.
  At the effective time of the Merger,  stock options to acquire  Saratoga  Common
  Stock would be  converted  into  options to acquire  SJNB Common  Stock.  If the
  Merger were  consummated as of August 27, 1999,  based on the closing SJNB stock
  price of $33.25 on August 27,  1999,  the Merger would result in the issuance of
  approximately  1,110,000  new shares of SJNB Common Stock,  excluding  currently
  outstanding  options.  Based upon SJNB's  closing  price of $33.25 on August 27,
  1999, the Merger would be valued at approximately  $36.9 million.  At August 25,
  1999,  SJNB had  approximately  2,350,118  shares  outstanding  and Saratoga had
  approximately 1,586,588 shares outstanding.
  
       Following the execution of the Merger Agreement,  Saratoga,  as a condition
  to, and in consideration for entering into, the Merger Agreement, entered into a
  Stock  Option  Agreement  which  granted the Company an option to purchase up to
  378,561  shares of  Saratoga  Common  Stock (the  "Option  Shares"),  subject to
  adjustment,  at an exercise price of $19.21 per share (the "Stock Option").  The
  Option Shares, if issued pursuant to the Stock Option Agreement, would represent
  approximately  19.9% of the issued and outstanding  shares of Saratoga's  Common
  Stock after giving effect to the issuance of any shares  pursuant to an exercise
  of the Stock  Option  but in no event will the  number of Option  Shares  exceed
  19.9% of Saratoga's issued and outstanding Common Stock. The number of shares of
  Saratoga's  Common  Stock  subject to the Stock  Option will be increased to the
  extent that Saratoga issues  additional  shares of Common Stock  (otherwise than
  pursuant  to an  exercise  of the Stock  Option)  such that the number of Option
  Shares will continue to equal 19.9% of the then issued and outstanding shares of
  Saratoga's  Common Stock after giving effect to the issuance of shares  pursuant
  to an exercise of the Stock Option.  In the event  Saratoga  issues or agrees to
  issue any shares of Common Stock (other than pursuant to any warrants or options
  outstanding  at August 27, 1999 as permitted  under the Merger  Agreement)  at a
  price less than  $19.21 per share (or lower than an  adjusted  price per share),
  the exercise  price will be equal to such lesser price.  The number of shares of
  Saratoga's Common Stock subject to the Stock Option, and the applicable exercise
  price per Option Share, also will be appropriately  adjusted in the event of any
  stock dividend, split-up, merger,  recapitalization,  combination,  subdivision,
  conversion, exchange of shares, or similar event relating to Saratoga.
  
       Provided  that the  Company  shall not be in  material  breach of the Stock
  Option  Agreement  or the Merger  Agreement,  and no  injunction  or other order
  against  exercise  of the  Stock  Option or  delivery  of the  Option  Shares is
  currently in effect,  the Company may exercise the Stock Option,  in whole or in
  part, subject to regulatory approval,  with written notice at any time within 30
  days (subject to extension as provided in the Stock Option Agreement) after both
  an "Initial Triggering Event" and a "Subsequent Triggering Event" occur prior to
  termination of the Stock Option.
  
       Termination of the Stock Option  generally  occurs at any of the following:
  (i) the effective time of the Merger;  (ii)  termination of the Merger Agreement
  in accordance with the provisions  thereof if such  termination  occurs prior to
  the occurrence of an Initial  Triggering  Event;  (iii) the passage of 12 months
  after  termination  of the Merger  Agreement  if such  termination  follows  the
  occurrence  of  an  Initial  Triggering  Event  (provided  that  if  an  Initial
  Triggering Event continues or occurs beyond  termination of the Merger Agreement
  and prior to the passage of such 12 month period,  the  termination of the Stock
  Option will be 12 months from the expiration of the Last Triggering Event but in
  no event more than 18 months after termination of the Merger Agreement); or (iv)
  August 27, 2002. The "Last Triggering  Event" means the last Initial  Triggering
  Event to occur.
  
       "Initial  Triggering  Event" is  defined  as the  occurrence  of any of the
  following events: (i) Saratoga or any of its subsidiaries, without the Company's
  prior  written  consent,  enters  into an  agreement  with any person  (the term
  "person" having the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of
  the   Securities   Exchange  Act  of  1934,   and  the  rules  and   regulations
  thereunder)(other  than the Company or any subsidiary  thereof) to engage in, or
  the Board of Directors of Saratoga  recommends that the shareholders of Saratoga
  approve or accept (other than as  contemplated by the Merger  Agreement),  (x) a
  merger or consolidation,  or any similar transaction,  involving Saratoga or any
  Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X promulgated by
  the Securities and Exchange Commission (the "SEC")) of Saratoga, (y) a purchase,
  lease or other acquisition  representing 15% or more of the consolidated  assets
  of  Saratoga  and its  subsidiaries,  or (z) a  purchase  or  other  acquisition
  (including  by way of merger,  consolidation,  share  exchange or  otherwise) of
  securities  representing  10% or more of the  voting  power of  Saratoga  or any
  Significant  Subsidiary of Saratoga (each of the  transactions  described in the
  preceding  clauses  (x),  (y)  and  (z)  being  referred  to as an  "Acquisition
  Transaction");  (ii) Saratoga or any of its subsidiaries or affiliates,  without
  having received the Company's  prior written  consent,  authorizes,  recommends,
  proposes or publicly announces its intention to authorize, recommend or propose,
  to engage in an Acquisition  Transaction  with any person other than the Company
  or a  subsidiary  thereof,  or the  Board  of  Directors  of  Saratoga  publicly
  withdraws or modifies,  or publicly  announces its intent to withdraw or modify,
  in any manner adverse to the Company,  its recommendation  that the shareholders
  of Saratoga approve the transactions contemplated by the Merger Agreement; (iii)
  Any person  (other than the  Company,  any  subsidiary  thereof or any  Saratoga
  subsidiary acting in a fiduciary capacity) acquires beneficial  ownership or the
  right to acquire  beneficial  ownership of 10% or more of the outstanding shares
  of  Saratoga  Common  Stock;  (iv) Any  person  (other  than the  Company or any
  subsidiary  thereof) makes a bona fide proposal to Saratoga or its  shareholders
  by public  announcement or written  communication that is or becomes the subject
  of public disclosure to engage in an Acquisition Transaction;  (v) A third party
  makes a proposal  to Saratoga or its  shareholders  to engage in an  Acquisition
  Transaction, followed by Saratoga breaching any covenant or obligation contained
  in the Merger  Agreement,  such breach  entitling  the Company to terminate  the
  Merger Agreement,  and such breach shall not be cured prior to the date that the
  Company  sends notice of its  exercise of the Stock Option to Saratoga;  or (vi)
  Any person  (other than the Company or any  subsidiary  thereof),  other than in
  connection  with a transaction  to which the Company has given its prior written
  consent, files an application or notice with the Federal Reserve Board, or other
  federal or state  bank  regulatory  authority,  which  application  or notice is
  accepted for processing, for approval to engage in an Acquisition Transaction.
  
       "Subsequent  Triggering  Event" is defined as either (A) the acquisition by
  any person  (other than the  Company or any  subsidiary  thereof) of  beneficial
  ownership of 20% or more of the then  outstanding  Common Stock of Saratoga,  or
  (B) the  occurrence  of the Initial  Triggering  Event  described  in clause (i)
  above,  except that the percentage  referenced in subclause (z) thereof shall be
  20%.
  
       The information in this report shall not constitute an offer to exchange or
  the solicitation of an offer to exchange, nor shall there be any exchange of the
  Company's  Common  Stock in any  state in which  such  offer,  solicitation,  or
  exchange would be unlawful prior to the registration or qualification  under the
  securities  laws of any such state.  The Company's  Common Stock to be exchanged
  will be offered only by means of a prospectus filed with the SEC. A registration
  statement  relating to the Company's  Common Stock to be exchanged will be filed
  with the SEC. The Company's Common Stock may not be exchanged, nor may offers to
  exchange be  accepted,  prior to the time such  registration  statement  becomes
  effective.
  
       Item 7: Financial Statements and Exhibits
               ---------------------------------
  
       (c)  Exhibits. The following is furnished in accordance with the provisions
            of Item 601 of Regulation S-K.
  
            Exhibit 2.1: Agreement and Plan of Merger dated as of August 27, 1999,
                         among  the  Registrant,  Saratoga  Bancorp  and  Saratoga
                         National Bank.
  
            Exhibit 99.1:Stock  Option  Agreement  dated  as  of August 27,  1999,
                         among the Registrant and Saratoga Bancorp.
  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 thereunto duly authorized.
  
  Dated: September 1, 1999
  
                          SJNB Financial Corp.
                          --------------------
                          (Registrant)
  
                          By /s/ Eugene E. Blakeslee
                            ------------------------------
                            Eugene E. Blakeslee
                            Executive Vince President and
                            Chief Financial Officer (Chief
                            Accounting Officer)