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 30, 1999
Northern Star Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
000-25231 41-1912467
(Commission File Number) (I.R.S. Employer Identification Number)
1650 Madison Avenue
Mankato, Minnesota 56001
(Address of Principal Executive Offices) (Zip Code)
(501) 387-2265
(Registrant's Telephone Number, Including Area Code)
--------------------------
(Former Name or Former Address, if Changed Since Last Report)
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2
Item 5. Other Events
On September 30, 1999, Northern Star Financial, Inc. ("Company")
announced that it has reached a definitive agreement to acquire First Federal
Holding Company of Morris, Inc ("First Federal"). Under the terms of the
agreement, the Company will acquire First Federal for approximately $9.7 million
in stock (based on a price of $10.50 per share of the Company's common stock)
through the issuance of approximately 923,809 shares of Company common stock,
subject to adjustment.
The transaction is intended to be treated as a tax-free reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended, and be accounted for using the "pooling of interests" method of
accounting.
A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 7. Financial Statement and Exhibits
A. Financial statements of businesses acquired.
Not applicable.
B. Pro forma financial information.
Not applicable.
C. Exhibits.
The following is filed herewith. The exhibit number corresponds with
Item 601(b) of Regulation SB.
Exhibit No. Description
99.1 Press Release dated September 30, 1999, regarding
Northern Star Financial, Inc.'s announcement of the
acquisition of First Federal Holding Company of
Morris, Inc.
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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.
Northern Star Financial, Inc.
Date: October 7, 1999 By /s/ Thomas P. Stienessen
Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX
to
FORM 8-K
Northern Star Financial, Inc.
Exhibit No. Description
99.1 Press Release dated September 30, 1999, regarding Northern
Star Financial, Inc.'s announcement of the acquisition of
First Federal Holding Company of Morris, Inc.
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Tom Stienessen, President/CEO (OTC Bulletin Board: "NSBK")
Northern Star Financial, Inc.
(507) 387-2285
Allan R. Thoren
First Federal Holding Company of Morris
(320) 589-3454
NORTHERN STAR FINANCIAL, INC.
SIGNS AGREEMENT TO ACQUIRE
FIRST FEDERAL HOLDING COMPANY OF MORRIS
Mankato, Minnesota - September 30, 1999, For Immediate Release: Northern Star
Financial, Inc., Mankato (OTC Bulletin Board: "NSBK") ("Northern Star") and the
First Federal Holding Company of Morris, Inc. ("Morris") today announced that
they have executed an Agreement and Plan of Reorganization for the merger of
Morris into Northern Star.
Under terms of the agreement, Morris shareholders will exchange their Morris
common stock for approximately 923,809 shares of Northern Star common stock,
subject to adjustment. Completion of the merger is subject to regulatory
approvals and approval by the shareholders of both companies. The transaction is
expected to be completed by Northern Star's fiscal year end of June 30, 2000.
Following the merger, Northern Star's board of directors will be comprised of
directors from both Morris and Northern Star, and the board of directors of
Northern Star Bank and First Federal Savings Bank will continue to serve as
directors of their respective banks. Allan R. Thoren will serve as Northern
Star's Vice Chairman and Chief Operating Officer.
Northern Star, a bank holding company, with its office in Mankato and a mortgage
banking office in Edina (via the Company's joint venture with Morris for its
operation of Homeland Mortgage LLC), will have banking offices in Mankato,
Morris, Benson and Breckenridge upon the completion of this acquisition.
Thomas P. Stienessen, President and Chief Executive Officer, said, "This is an
important strategic acquisition for Northern Star. It brings us into new,
growing communities in Central Minnesota. Minnesota has been enjoying strong
economic growth and these quality banks add to our prospects for growth for the
future."
Allan R. Thoren, Chairman and President of First Federal Savings Bank, said,
"Northern Star's and Morris' business strengths complement each other
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exceptionally well, and their combination will create an even stronger banking
presence. Morris and Northern Star will continue to provide outstanding customer
service in the communities in which we serve. Each bank's level of customer
service and staffing are not expected to change."
Northern Star Financial, Inc., which is a holding company for Northern Star
Bank, is engaged in commercial and consumer banking, real estate and other
related areas of commerce, such as residential mortgages through Homeland
Mortgage Company.
Northern Star Financial, Inc. common stock is quoted on the OTC Bulletin Board
under the symbol "NSBK."
