Bank of Commerce Withdraws Bid to Acquire Fallbrook National Bank

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Bank of Commerce Withdraws Bid to Acquire Fallbrook National Bank
    SAN DIEGO, Sept. 16 /PRNewswire/ -- Bank of Commerce (Nasdaq: BCOM) today
announced it has officially withdrawn its offer to acquire Fallbrook National
Bank (FNB).  Bank of Commerce's initial offer to exchange one share of Bank of
Commerce stock for one share of Fallbrook stock was made on February 28, 1997.
    "With Bank of Commerce trading at close to $23.00, a one-for-one stock
swap values Fallbrook National Bank at over six times its book value," stated
Peter Q. Davis, Chairman and CEO.  "Since Fallbrook's Board of Directors is
still unwilling to discuss an offer, this is clearly not an economic issue to
them.  We had hoped that as our stock price appreciated relative to
Fallbrook's it would be grounds for their Board to call a Special
Shareholders' Meeting to discuss our offer.  They have not.  At the present
value of Bank of Commerce stock, a merger under the original terms is no
longer attractive or of interest to Bank of Commerce."
    Bank of Commerce originally submitted an offer to acquire Fallbrook
National Bank in a stock exchange of two BCOM shares for five shares of FNB.
Bank of Commerce than declared a 5-for-2 split of its common stock effective
May 5, 1997 to shareholders of record April 15, 1997.
    Bank of Commerce is the nation's leading SBA bank lender and the largest
publicly held independent bank headquartered in San Diego County.  The bank
operates eleven specially designated loan production offices in San Diego,
Glendale, Orange, Sacramento, and San Francisco, CA; Las Vegas and Reno, NV;
Phoenix and Tucson, AZ; Seattle, WA and Portland, OR.  In addition, Bank of
Commerce operates seven full service branches in San Diego, Palm Desert, and
Riverside County, CA.
    NOTE:  Bank of Commerce is a client of Len Cereghino & Co. Corporate
Investor Relations.
    Bank of Commerce press releases are available at no charge through PR
Newswire's Company News On-Call fax service.  For a menu of Bank of Commerce
press releases or to retrieve a specific release, call 800-IRNEWS9, extension
123798, or http://www.prnewswire.com/cnoc/exec/menu?123798 on the Internet.
SOURCE Bank of Commerce